Common use of Conduct of Business by Seller Clause in Contracts

Conduct of Business by Seller. (a) During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to its terms or the Closing Date, the Seller, the Company, and each of their respective subsidiaries shall, except to the extent that the other parties shall otherwise consent in writing, carry on its business, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has business dealings. In addition, the parties will promptly notify each other of any material event involving its business or operations. (b) Except as permitted or required by the terms of this Agreement, during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing Date, Seller shall not do any of the following, and shall not permit any of its subsidiaries to do any of the following, except to the extent that the other party shall otherwise consent in writing: (i) purchase, redeem or otherwise acquire, directly or indirectly, any shares of capital stock, except repurchases of unvested shares at cost in connection with the termination of the employment relationship with any employee pursuant to stock option or purchase agreements in effect on the date hereof; (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, limited liability company, general or limited partnership, business trust, unincorporated association or other business organization, entity or division thereof, or otherwise acquire or agree to acquire all or substantially all of the assets of any of the foregoing, or enter into any joint ventures, strategic partnerships or similar alliances; (iii) incur or enter into any agreement, contract or other commitment or arrangement requiring such party or any of its subsidiaries to make payments in excess of $50,000 in any individual case, or $100,000 in the aggregate; (v) engage in any action with the intent to, directly or indirectly, adversely impact or materially delay the consummation of the Sale or any of the other transactions contemplated by this Agreement; or (vi) agree in writing or otherwise to take any of the actions described in Section 6.1(b)(i) through Section 6.1(b)(v) , inclusive.

Conduct of Business by Seller. (a) During Except as required or permitted by this Agreement or as disclosed in Section 5.01 of the Seller Disclosure Schedule, during the period commencing with from the execution and delivery date of this Agreement and continuing until the earlier Effective Time, Seller agrees as to occur of the termination of this Agreement pursuant to itself and its terms or the Closing Date, the Seller, the Company, and each of their respective subsidiaries shall, Subsidiaries that (except to the extent that the other parties Buyer shall otherwise consent in writing, carry on ) Seller and its business, Subsidiaries shall conduct their respective operations in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts course of business consistent with past practices practice, and policies each of Seller and its Subsidiaries will use its reasonable efforts to (i) preserve intact its present business organization, (ii) to keep available the services of its present officers and employees and (iii) preserve its to maintain satisfactory relationships with customers, suppliers, distributors, licensors, licensees, suppliers, contractors, distributors, customers and others having business relationships with it. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, neither Seller nor any of its Subsidiaries shall, without the prior written consent of Buyer (which it has business dealings. In addition, the parties consent will promptly notify each be given or denied within a reasonable time after any request for such consent): (a) amend its Articles of Organization or other of any material event involving its business charter document or operations.Bylaws; (b) Except as permitted authorize for issuance, issue, sell, deliver, pledge or required by agree or commit to issue, sell, deliver or pledge (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any capital stock of any class or any debt or other securities convertible into capital stock or equivalents (including, without limitation, stock appreciation rights), or amend any of the terms of any of the foregoing, other than the issuance of shares of capital stock upon the exercise of outstanding options or rights under the Seller Equity Plans; (i) split, combine or reclassify any shares of its capital stock, or authorize or propose the issuance or authorization of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, adopt or approve any Rights Plan, or repurchase, redeem or otherwise acquire any of its securities or any securities of its Subsidiaries, or (ii) make any payment of cash or other property to terminate, cancel or otherwise settle any outstanding Options, other than in the case of clauses (i) or (ii) above for the issuance of shares of Seller Common Stock in connection with the exercise of options or rights under the Seller Equity Plans; (d) (i) incur or assume any long-term Indebtedness or increase any amounts outstanding under long-term credit facilities existing as of the date of this Agreement or grant, extend or increase the amount of a mortgage lien on any leasehold or fee simple interest of Seller or its Subsidiaries; or, except in the ordinary course of business consistent with past practice in the case of clauses (ii) through (vi) below, (ii) incur or assume any short-term debt or increase amounts outstanding under short-term credit facilities existing as of September 30, 1999; (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except for obligations of Seller or any Subsidiary of Seller; (iv) make any loans, advances or capital contributions to, or investments in, any other Person; (v) pledge or otherwise encumber shares of capital stock of Seller or any of its Subsidiaries; or (vi) mortgage or pledge any of its assets, tangible or intangible, or create or suffer to exist any lien thereon except as existing on the date of this Agreement or as may be required under agreements outstanding on the date of this Agreement to which Seller or any of its Subsidiaries are parties; (e) except as expressly provided in this Agreement, during enter into, adopt or amend in any manner or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance, change-in-control or other employee benefit agreement, trust, plan, fund or other arrangement for the period commencing with benefit or welfare of any director, officer or employee, or increase in any manner the execution and delivery compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan or arrangement as in effect as of the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing Dateenter into any contract, Seller shall not do any of the followingagreement, and shall not permit any of its subsidiaries commitment or arrangement to do any of the following, except to the extent that the other party shall otherwise consent in writing:foregoing; (if) purchasesell, redeem lease, license, pledge or otherwise acquire, directly dispose of or indirectly, encumber any shares material assets except in the ordinary course of capital stock, business consistent with past practice (including without limitation any indebtedness owed to it or any claims held by it); (g) except repurchases of unvested shares at cost in connection with the termination of the employment relationship with any employee pursuant to stock option or purchase agreements in effect on the date hereof; (ii) Bridgestone Agreement, acquire or agree to acquire by merging or consolidating with, with or by purchasing any equity interest in or a portion of the capital stock or assets of, or by any other manner, any business or any corporation, partnership, limited liability company, general or limited partnership, business trust, unincorporated association or other business organization, entity organization or division thereof, or otherwise acquire or agree to acquire all or substantially all other than in the ordinary course of the assets of business consistent with past practice; (h) change any of the foregoingaccounting principles or practices used by it affecting its assets, liabilities or enter into any joint venturesbusiness, strategic partnerships or similar alliancesexcept for such changes required by a change in generally accepted accounting principles; (i) pay, discharge or satisfy any claims, liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise), other than the payment, discharge or satisfaction of liabilities (i) in the ordinary course of business consistent with past practices, (ii) with notice to Buyer, in an amount which does not exceed $25,000 in the aggregate, (iii) incur incurred pursuant to the terms of the Xxxxxxxxxxx Engagement Letter in an amount not to exceed $1,250,000 plus expenses, or (iv) incurred in connection with the transactions contemplated hereby, not to exceed the amounts described in Section 5.01(i) of the Seller Disclosure Schedule; (j) except as required by their terms, enter into into, terminate or breach (or take or fail to take any agreementaction, that, with or without notice or lapse of time or both, would become a breach) or materially amend any contract which is or would be a Material Agreement; (k) without prior consultation with Buyer (in addition to the consent requirement described above) commence any litigation or arbitration other than in accordance with past practice or settle any litigation or arbitration for money damages or other commitment or arrangement requiring such party relief against Seller or any of its subsidiaries to make payments Subsidiary in excess of $50,000 in or if as part of such settlement Seller or any individual case, or $100,000 in the aggregateSubsidiary would agree to any restrictions on its operations; (vl) engage grant any license with respect to or otherwise convey any Seller Intellectual Property or take any action or fail to take any action which would cause the representations and warranties of Seller set forth in Section 3.17 hereof to become untrue in any action respect; (m) elect or appoint any new directors or officers of Seller or any Subsidiary; (n) waive, release or amend its rights under any confidentiality, "standstill" or similar agreement that Seller entered into in connection with its consideration of a potential strategic transaction; provided, however, that Seller may waive, release or amend its rights under any such confidentiality, "standstill" or similar agreement if Seller's Board determines, based on the intent toadvice of independent legal counsel that failure to do so would be reasonably likely to constitute a breach of its fiduciary duties to Seller's stockholders under applicable law; (o) make or change any election, directly request permission of any Tax authority or indirectlyto change any accounting method, adversely impact file any amended Tax return, enter into any closing agreement, settle any Tax claim or materially delay the consummation assessment relating to Seller or its Subsidiaries, surrender any right to claim a refund of Taxes, or consent to any extension or waiver of the Sale limitation period applicable to any Tax claim or assessment relating to Seller or its Subsidiaries; or (p) settle or comprise any pending or threatened suit, action or claim which is material or which relates to any of the other transactions contemplated by this Agreement; (q) take any action that would reasonably be expected to result in (i) any of the representations and warranties of Seller set forth in this Agreement becoming untrue or (ii) any of the Offer Conditions not being satisfied; (r) amend, modify or otherwise change any of the terms and conditions set forth in the Bridgestone Agreement; or (vis) take, or agree in writing or otherwise to take take, (i) any of the actions described in Section 6.1(b)(iSections 5.01(a) through Section 6.1(b)(v) , inclusive5.01(r).

Conduct of Business by Seller. (a) During the period commencing with from the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to its terms or the Closing Date, the Seller, the Company, Seller agrees as to itself and each its Subsidiaries that (except as expressly contemplated or permitted by this Agreement or Seller Disclosure Schedule or as required by a Governmental Entity of their respective subsidiaries shall, except competent jurisdiction or to the extent that the other parties shall Surviving Company otherwise consent agrees in writing, which consent shall not be unreasonably withheld or delayed): (a) Seller and its Subsidiaries shall carry on its business, their respective businesses in the usual, regular and ordinary course, course in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has business dealings. In addition, the parties will promptly notify each other of any material event involving its business or operations. (b) Except as permitted Seller shall not, and except in the ordinary course of business shall not permit any of its Subsidiaries to, (i) declare, set aside or required pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by a direct or indirect Subsidiary to its shareholders in accordance with their respective interests, (ii) split, combine or reclassify any of its capital stock or issue or authorize the terms issuance of this Agreementany other securities in respect of, during in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire any shares of capital stock of Seller or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities. (c) Seller shall not, and except in the period commencing with ordinary course of business shall not permit any of its Subsidiaries to, issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities (other than the execution and delivery issuance of Seller Capital Stock upon the exercise of Stock Options outstanding on the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing Date, in accordance with their present terms). (d) Seller shall not do any of the followingnot, and shall not permit any of its subsidiaries Subsidiaries, to do knowingly take any action that would jeopardize qualification of the Sale and Liquidation as a reorganization within the meaning of Section 368(a) of the Code. (e) Seller shall use reasonable efforts to cause its officers to furnish such representations to Seller's and the Surviving Company's counsel as may be reasonably requested to enable such counsel to deliver the opinions described in Sections 7.2(c) and 7.3(d). (f) Other than acquisitions disclosed on Seller Disclosure Schedule and acquisitions for cash in existing or related lines of business of Seller the fair market value of the total consideration (including the value of Indebtedness acquired or assumed) for which does not exceed the amount specified in the aggregate for all such acquisitions in Section 5.2(f) of Seller Disclosure Schedule, Seller shall not, and shall not permit any of the followingits Subsidiaries to, except to the extent that the other party shall otherwise consent in writing: (i) purchase, redeem or otherwise acquire, directly or indirectly, any shares of capital stock, except repurchases of unvested shares at cost in connection with the termination of the employment relationship with any employee pursuant to stock option or purchase agreements in effect on the date hereof; (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, general or limited partnership, business trust, unincorporated association or other business organization, entity Person or division thereof, thereof or otherwise acquire or agree to acquire all or substantially all any assets (other than the acquisition of assets used in the operations of the business of Seller and its Subsidiaries in the ordinary course): provided, that the foregoing shall not prohibit internal reorganizations or consolidations involving existing Subsidiaries of Seller or the creation of new Subsidiaries of Seller to conduct or continue activities otherwise permitted by this Agreement. (g) Other than (i) internal reorganizations or consolidations involving existing subsidiaries of Seller, and (ii) dispositions referred to in Seller SEC Reports filed prior to the date of this Agreement, except in the ordinary course of business, Seller shall not, and shall not permit any of its Subsidiaries to, sell, lease or encumber or otherwise dispose of, or agree to sell, lease, encumber or otherwise dispose of, any of its assets (including capital stock of Subsidiaries of Seller) the fair market value of the total consideration (including the value of the Indebtedness acquired or assumed) for which does not exceed the amount specified in the aggregate for all such dispositions in Section 5.2(g) of Seller Disclosure Schedule. (h) Other than in connection with actions permitted by clause (c) above, Seller shall not, and shall not permit any of its Subsidiaries to (i) make any loans, advances or capital contributions to, or investments in, any other Person (other than (x) by Seller or a Subsidiary thereof to or in Seller or a Subsidiary thereof, (y) pursuant to any contract or other legal obligation of Seller or any of its Subsidiaries existing as of the date of this Agreement, or (z) in the ordinary course of business consistent with past practice in an aggregate amount not in excess of the aggregate amount specified in Section 5.2(h) of Seller Disclosure Schedule), or (ii) create, incur, assume or suffer to exist any Indebtedness, issuances of debt securities, guarantees, loans or advances not in existence as of the date of this Agreement except pursuant to the credit facilities, indentures and other arrangements in existence on the date of this Agreement or in the ordinary course of business consistent with past practice, in each case as such credit facilities, indentures and other arrangements may be amended, extended, modified, refinanced, renewed or refinanced after the date of this Agreement. (i) Seller shall not, and shall not permit its Subsidiaries to, take any action or omit to take any action that could reasonably be expected to (i) constitute, or be likely to result in, a breach of any of the foregoingrepresentations and warranties set forth in Section 3 or (ii) have a Material Adverse Effect on Seller's ability to consummate the transactions contemplated herein. (j) Seller shall not, and shall not permit its Subsidiaries to, enter into or modify any employment, severance or similar agreements or arrangements with, or grant any bonuses, salary increases, severance or termination pay to, any officers, directors or employees, or adopt or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation or other employee benefit plan, agreement, trust, fund or arrangement for the benefit or welfare of any officer, director or employee other than (A) in the ordinary course of business or (B) to the extent required by law. (k) Seller shall not and shall not permit its Subsidiaries to modify in any material respect any of the Seller Broadcast Contracts and shall consult with the Surviving Company on any material developments or proposed modifications with respect to the Seller Broadcast Contracts. (l) Seller shall not, and shall not permit its Subsidiaries to, implement any material change in accounting principles, practices or methods, other than as may be required by GAAP. (m) Seller shall not, and shall not permit its Subsidiaries to, authorize or enter into any joint ventures, strategic partnerships agreement or similar alliances; (iii) incur or enter into any agreement, contract or other commitment or arrangement requiring such party or any of its subsidiaries to make payments in excess of $50,000 in any individual case, or $100,000 in the aggregate; (v) engage in any action with the intent to, directly or indirectly, adversely impact or materially delay the consummation of the Sale or any of the other transactions contemplated by this Agreement; or (vi) agree in writing or otherwise understanding to take any of the actions described referred to in this Section 6.1(b)(i) through Section 6.1(b)(v) , inclusive5.2.

Conduct of Business by Seller. (a) During Pending the period commencing with Acquisition. Seller and the execution Stockholders covenant and delivery agree that, from the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to its terms or the Closing Date, the Sellerunless Group 1 shall otherwise agree in writing or as otherwise expressly contemplated by this Agreement: (a) The business of Seller shall be conducted only in, and Seller shall not take any action except in, the Company, ordinary course of business and each of their respective subsidiaries shall, except to the extent that the other parties shall otherwise consent in writing, carry on its business, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices practice. In connection therewith, the parties agree that Seller may dealer trade vehicles for similar models, but Seller shall not liquidate or otherwise dispose of any of its new vehicles other than in the ordinary course of business to retail buyers. Seller agrees to maintain its advertising expenditures and policies to activities commensurate with prior business practices. Seller shall not advertise a "Going Out of Business" sale; (b) Seller shall not directly or indirectly do any of the following: (i) preserve intact its present issue, sell, pledge, dispose of or encumber, (A) any capital stock (or securities convertible into capital stock) of Seller or (B) other than in the ordinary course of business organizationand consistent with past practice and not relating to the borrowing of money, any Assets, (ii) amend or propose to amend the articles of incorporation or bylaws (or other organizational documents) of Seller, (iii) split, combine or reclassify any outstanding capital stock of Seller, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to the capital stock of Seller whether now or hereafter outstanding, (iv) redeem, purchase or acquire or offer to acquire any of the capital stock of Seller, (v) create, incur, assume, guarantee or otherwise become liable or obligated with respect to any indebtedness for borrowed money (other than floor plan indebtedness incurred in the ordinary course of business), or (vi) except in the ordinary course of business and consistent with past practice, enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this Section 6.3(b); (c) Seller shall use its best efforts (i) to preserve intact the business organization of Seller, (ii) to maintain in effect any franchises, authorizations or similar rights of Seller, (iii) to keep available the services of its present current officers and employees key employees, (iv) to preserve the goodwill of those having business relationships with it, (v) to maintain and keep its properties in as good a repair and condition as presently exists, except for deterioration due to ordinary wear and tear, (vi) to maintain in full force and effect insurance comparable in amount and scope of coverage to that currently maintained by it, (vii) to collect its accounts receivable, (viii) to preserve in full force and effect all leases, operating agreements, easements, rights-of-way, permits, licenses, contracts and other agreements which relate to its assets (other than those (d) Seller shall not make or agree to make any single capital expenditure or enter into any purchase commitments in excess of $150,000, provided, however, that expenditures related to new and used vehicle inventory made consistent with past practice and in the ordinary course of business shall not be deemed a violation of this Section 6.3(d); (e) Seller shall perform its obligations under any contracts and agreements to which it is a party or to which its assets are subject, except for such obligations as Seller in good faith may dispute; (f) Seller shall not increase the salary, benefits, stock options, bonus or other compensation of any officer, director or employee of Seller or its Subsidiaries, except in the ordinary course of business consistent with past practice; and shall not grant, to any individual, severance or termination pay that exceeds the lesser of (i) such individual's compensation for the calendar month immediately preceding such individual's grant of severance or termination pay, or (ii) $50,000; (g) Seller shall not take any action that would, or that reasonably could be expected to, result in any of the representations and warranties set forth in this Agreement becoming untrue or any of the conditions to the Acquisition set forth in Article VIII not being satisfied; (h) Seller shall not (i) amend or terminate any Plan or Benefit Program or Agreement except as may be required by applicable law, (ii) increase or accelerate the payment or vesting of the amounts payable under any Plan or Benefit Program or Agreement, or (iii) preserve its relationships with customersadopt or enter into any personnel policy, suppliersstock option plan, distributorscollective bargaining agreement, licensorsbonus plan or arrangement, licenseesincentive award plan or arrangement, vacation policy, severance pay plan, policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement or any other employee benefit plan, agreement, arrangement, program, practice or understanding (other than the Plans and others with which it has business dealings. In addition, the parties will promptly notify each other of any material event involving its business Benefit Programs or operations. (b) Except as permitted or required by the terms of this Agreement, during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing Date, Seller shall not do any of the following, and shall not permit any of its subsidiaries to do any of the following, except to the extent that the other party shall otherwise consent in writing:Agreements); (i) purchase, redeem or otherwise acquire, directly or indirectly, any shares of capital stock, except repurchases of unvested shares at cost in connection with the termination of the employment relationship with any employee pursuant to stock option or purchase agreements in effect on the date hereof; (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, limited liability company, general or limited partnership, business trust, unincorporated association or other business organization, entity or division thereof, or otherwise acquire or agree to acquire all or substantially all of the assets of any of the foregoing, or Seller shall not enter into any joint venturesagreement or incur any obligation, strategic partnerships or similar alliances; (iii) incur or enter into any agreement, contract or other commitment or arrangement requiring such party or any the terms of its subsidiaries to make payments in excess of $50,000 in any individual case, or $100,000 in the aggregate; (v) engage in any action with the intent to, directly or indirectly, adversely impact or materially delay which would be violated by the consummation of the Sale or any of the other transactions contemplated by this Agreement; or; (vij) agree Seller shall not directly or indirectly use Seller's funds or incur any Assumed Liability in writing connection with any Excluded Asset or otherwise to take reduce any liability that is not an Assumed Liability. Without limiting the generality of the actions described foregoing, Seller's funds and Assumed Liabilities will be used or incurred, as the case may be, solely for the benefit of the Acquired Dealership; and (k) Notwithstanding anything to the contrary, no dividends or other form of distribution to the Stockholders shall be made after the date of the Interim Balance Sheet which will cause Seller to be in Section 6.1(b)(i) through Section 6.1(b)(v) , inclusiveviolation of manufacturer working capital or equity guidelines or requirements.

Conduct of Business by Seller. (a) During From the period commencing with the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to its terms or through the Closing Date, the Seller, the Company, and each of their respective subsidiaries shall, except to the extent that the other parties shall as otherwise consent specifically set forth in writing, carry on its business, this Agreement or in the usualExisting BLP Agreements, regular Seller shall and shall cause the Subsidiaries to conduct the Business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance consistent with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when duepast practice, and as provided below: 5.2.1 Except as otherwise specifically set forth in this Agreement or in the Existing BLP Agreements, or with the prior written consent of Buyer, Seller covenants that it shall and shall cause the Subsidiaries to: (a) use its all commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers Business and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, parties to the Assigned Contracts and others with which it has business dealings. In addition, the parties will promptly notify each other of any material event involving its business or operations.third parties; (b) use all commercially reasonable efforts to maintain the good will of customers, suppliers, parties to the Assigned Contracts and other Persons to whom the Business sells goods or provides services or with whom the Business has significant relationships and shall notify Buyer of any written notice of Default or Default known to Seller; (c) make payments on their liabilities with respect to the Business to suppliers, employees, trade creditors, parties to the Assigned Contracts and other third parties and not delay in making any payments (unless contesting such payments in good faith) or enter into extended payment terms; and (d) maintain the books and records of the Business in the customary fashion. 5.2.2 Except as permitted otherwise specifically set forth in this Agreement or required by in the terms of this AgreementExisting BLP Agreements, during the period commencing or with the execution and delivery prior written consent of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing DateBuyer, Seller covenants that with respect to the Business it shall not do any of the following, and shall not permit the Subsidiaries to: (a) sell, lease or transfer any Purchased Asset; (b) permit to arise any encumbrance on any Purchased Asset; (c) make any change in any pricing, financial reporting or credit practice, payment practice or accounting method of its subsidiaries the Business, including selling or entering into a contract to do sell any Product or combination of Products or Products and services; (d) enter into any new agreement, or any amendment, modification or change to any Third Party Agreement or any of the followingAssigned Contracts; (e) give any notice of Default or breach, except or renewal, non-renewal or cancellation to any Person pursuant to any Inbound Technology Agreement, Outbound Technology Agreement or Supply Agreement; (f) transfer any rights in the patents or patent applications listed on Annex 2.1.1, to any third party; (g) enter into any strategic alliance of any kind with respect to the extent that Business; (h) commence cease and desist demands, litigation or other proceedings to perfect, maintain, or enforce the other party shall otherwise consent in writing:IP Rights of Sellers with respect to the IT Property; (i) purchase, redeem take any action to diminish insurance coverages for the Business or otherwise acquire, directly or indirectly, any shares of capital stock, except repurchases of unvested shares at cost in connection with the termination of the employment relationship with any employee pursuant to stock option or purchase agreements in effect on the date hereofPurchased Assets from existing levels; (iij) acquire or agree to acquire by merging or consolidating with, or by purchasing take any equity interest action which would result in or a portion of the assets of, or by any other manner, any business or any corporation, limited liability company, general or limited partnership, business trust, unincorporated association or other business organization, entity or division thereof, or otherwise acquire or agree to acquire all or substantially all of the assets breach of any of the foregoing, Seller's representations or enter into any joint ventures, strategic partnerships warranties in this Agreement or similar alliances; (iii) incur or enter into any agreement, contract or other commitment or arrangement requiring such party or any interfere with Seller's ability to perform all of its subsidiaries to make payments in excess of $50,000 in any individual case, or $100,000 in the aggregate; (v) engage in any action with the intent to, directly or indirectly, adversely impact or materially delay the consummation of the Sale or any of the other transactions contemplated by obligations under this Agreement; or (vik) agree in writing or otherwise to take authorize any of the actions described in Section 6.1(b)(i) through Section 6.1(b)(v) foregoing or enter into any contract, inclusiveagreement, commitment or arrangement to do any of the foregoing.

Conduct of Business by Seller. Without the prior written Consent of Buyer, not to be unreasonably withheld, conditioned or delayed, Seller shall not (a) During conduct the period commencing with Business other than in the execution and delivery ordinary course of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to its terms or the Closing Date, the Seller, the Company, and each of their respective subsidiaries shall, except to the extent that the other parties shall otherwise consent in writing, carry on its business, in accordance with Applicable Requirements in all material respects and in accordance with the usualterms and conditions of the Assumed Contracts; (b) except as may be required by Law or contractual commitments in existence on the date of this Agreement, regular all of which are set forth in Section 6.1(b) of the Disclosure Schedule, modify the compensation or benefits payable or to become payable to Seller Employees; (c) take, or cause to be taken, any action that would interfere with the consummation of the Transactions or delay the consummation of the Transactions; (d) take any action that is intended or is reasonably likely to result in (i) any of its representations and ordinary coursewarranties set forth in this Agreement being untrue at any time at or prior to the Closing or (ii) any of the Closing conditions set forth herein not being satisfied; (e) sell, transfer, convey or encumber any Acquired Asset; it being agreed, however, that subject to Sections 6.1(c) and (d), Seller may sell, transfer and convey any asset that is not an Acquired Asset, including any mortgage servicing rights and servicing advances and any loans (other than Seller Pipeline Loans); (f) terminate or materially amend any Assumed Contract; (g) apply for, consent to, or acquiesce in the appointment of a trustee, receiver or other custodian for itself or any property thereof, or make a general assignment for the benefit of creditors, or, in substantially the same manner as heretofore conducted and absence of such application, Consent or acquiescence, take any action to authorize, or in compliance with all applicable laws and regulationsfurtherance of, pay its debts and taxes when due subject consenting to good faith disputes over such debts a trustee, receiver or taxesother custodian being appointed for it or any property thereof, pay or perform commence any bankruptcy, reorganization, debt arrangement or other material obligations when duecase or proceeding under any bankruptcy or insolvency Law, and use its commercially reasonable efforts consistent with past practices and policies or any dissolution or liquidation proceeding; or (h) authorize or enter into any agreement or otherwise make any commitment to do any of the foregoing. Until the Closing, Seller shall (i) preserve intact its present business organization, (ii) keep available maintain its Licenses and insurance related to the services of its present officers and employees and Business, (iii) use its commercially reasonable efforts to preserve its current relationships with customers, suppliers, distributors, licensors, licensees, business partners and others other Persons with which it has business dealings. In additionrelations related to the Business, (iv) use its commercially reasonable efforts to keep available the parties will promptly notify each other present services of any material event involving its Seller Employees, (v) maintain its books and records consistent with past practice and (vi) lock rates on Seller Pipeline Loans in the ordinary course of business or operations. (b) Except as permitted or required by the terms of this Agreement, during the period commencing at profit margins consistent with the execution and delivery ordinary course of this Agreement and continuing until business; provided, that the earlier of the termination of this Agreement pursuant to its terms or the Closing Dateforegoing shall not preclude Seller from selling any Excluded Assets; provided further, that Seller shall not do sell any of the following, and shall not permit any of its subsidiaries to do any of the following, except Excluded Assets to the extent that doing so would impair the other party shall otherwise consent in writing: (i) purchase, redeem or otherwise acquire, directly or indirectly, any shares of capital stock, except repurchases of unvested shares at cost in connection with ability to close the termination of the employment relationship with any employee pursuant to stock option or purchase agreements in effect on the date hereof; (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, limited liability company, general or limited partnership, business trust, unincorporated association or other business organization, entity or division thereof, or otherwise acquire or agree to acquire all or substantially all of the assets of any of the foregoing, or enter into any joint ventures, strategic partnerships or similar alliances; (iii) incur or enter into any agreement, contract or other commitment or arrangement requiring such party or any of its subsidiaries to make payments in excess of $50,000 in any individual case, or $100,000 in the aggregate; (v) engage in any action with the intent to, directly or indirectly, adversely impact or materially delay the consummation of the Sale or any of the other transactions contemplated by this Agreement; or (vi) agree in writing or otherwise to take any of the actions described in Section 6.1(b)(i) through Section 6.1(b)(v) , inclusiveTransactions.

Conduct of Business by Seller. (a) During the period commencing with from the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to its terms or the Closing Date, except (i) as set forth in Section 5.1 of the Seller’s Disclosure Letter, (ii) as contemplated in connection with the CompanyPre-Closing Restructuring Transactions, and each of their respective subsidiaries shall(iii) as otherwise contemplated in connection with or expressly permitted by this Agreement, except to the extent that the other parties (iv) as Buyer shall otherwise consent in writingwriting (such consent not to be unreasonably withheld, carry on its businessconditioned or delayed), and (v) as required by Law or the terms of any Contract, Seller agrees that it will, and will cause each of the Transferred FH Companies and their Closing Subsidiaries and the FH Asset Sellers and FH Affiliates (in respect of the FH Business) to, (x) conduct the FH Business in all material respects in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance course consistent with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when duepast practice, and (y) use its commercially reasonable efforts consistent with past practices to maintain and policies to (i) preserve intact the FH Business and its present business organizationorganization intact, (ii) keep available the services of retain its present officers and employees and (iii) maintain and preserve its relationships with customers, its suppliers, distributorsvendors, customers, licensors, licensees, distributors, regulatory authorities and others having business relations with which it has (provided that Seller shall not be obligated to pay any compensation beyond compensation paid in the ordinary course of business dealingsto retain such individuals). In addition, the parties will promptly notify each other of any material event involving its business or operations. (b) Except as permitted or required by the terms of this Agreement, during During the period commencing with from the execution and delivery date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing Date, Seller shall not do any except (i) as set forth in Section 5.1 of the followingSeller’s Disclosure Letter, and shall not permit any of its subsidiaries to do any of (ii) as contemplated in connection with the followingPre-Closing Restructuring Transactions, except to the extent that the other party (iii) as contemplated by this Agreement, (iv) as Buyer shall otherwise consent in writing: writing (isuch consent not to be unreasonably withheld, conditioned or delayed) purchaseand (v) as required by Law or the terms of any Contract disclosed in the Seller’s Disclosure Letter or that is not required to be disclosed in the Seller’s Disclosure Letter, redeem or otherwise acquireSeller covenants and agrees that it shall not, directly or indirectlyand it shall cause the Transferred FH Companies, any of their Closing Subsidiaries and the FH Asset Sellers and the FH Affiliates, in each case solely with respect to the FH Business, not to take any of the following actions: (a) amend the charter, bylaws or similar organizational documents of any of the Transferred FH Companies or their Closing Subsidiaries; (b) with respect to any of the Transferred FH Companies or their Closing Subsidiaries, issue or agree to issue any additional shares of capital stock, except repurchases of unvested shares at cost in connection with the termination of the employment relationship with any employee pursuant to stock option or purchase agreements in effect on the date hereof; (ii) acquire issue or agree to acquire by merging issue any other equity interests or consolidating withsecurities convertible into or exchangeable or exercisable for, or by purchasing any equity interest in or a portion of the assets ofoptions with respect to, or by any other mannerwarrants to purchase or rights to subscribe for, any business or any corporation, limited liability company, general or limited partnership, business trust, unincorporated association or other business organization, entity or division thereof, or otherwise acquire or agree to acquire all or substantially all shares of the assets capital stock of any of the foregoing, or enter into any joint ventures, strategic partnerships or similar alliances; (iii) incur or enter into any agreement, contract or other commitment or arrangement requiring such party Transferred FH Companies or any of its subsidiaries to make payments in excess of $50,000 in any individual casetheir Closing Subsidiaries, or $100,000 in the aggregate; (v) engage in sell, transfer or otherwise dispose of or encumber any action with the intent to, directly or indirectly, adversely impact or materially delay the consummation shares of the Sale or capital stock of any of the other transactions contemplated by this AgreementTransferred FH Companies or their Closing Subsidiaries, except in each case for any issuance, sale, transfer or disposition to a Transferred FH Company or a Wholly Owned Subsidiary of a Transferred FH Company; or (vic) agree in writing or otherwise with respect to take any of the actions described Transferred FH Companies or their Closing Subsidiaries, declare, set aside, or pay any dividend or other distribution payable in Section 6.1(b)(icash, stock or property (other than Excluded Assets) through Section 6.1(b)(v) with respect to its capital stock or other equity interests therein, inclusive.except for any dividend or distribution of the capital stock of any of the Transferred FH Companies or their Closing Subsidiaries to any of the Transferred FH Companies or their Closing Subsidiaries; 30

Conduct of Business by Seller. From the date hereof until the Closing, except for matters set forth in Section 7.1 of the Seller Disclosure Letter or otherwise to the extent to which has been consented in writing by Purchaser (which consent shall not be unreasonably withheld, except with respect to actions described in clauses (a), (e) During and (g) below), Seller shall conduct the period commencing Acquired Business and manage the Allocations and the DMM Securities in the ordinary course, consistent with past practice, and in compliance with applicable Law, and shall use commercially reasonable efforts to preserve intact the execution business organizations and delivery relationships with third parties relevant to the Acquired Business (including, without limitation, the NYSE in respect of this Agreement the Allocations and continuing the issuers of the DMM Securities). As soon as reasonably practicable following the date hereof, Seller shall (A) make available to Purchaser contact information of each issuer of the DMM Securities covered by the Allocations and (B) use commercially reasonable efforts to facilitate and participate in communications with such issuers as Purchaser may reasonably request. In addition, and subject to applicable Law, from the date hereof until the earlier Closing, Seller shall take reasonable steps to occur promptly inform Purchaser of, and cooperate with Purchaser with respect to, any material developments relating to the NYSE, the Allocations and the DMM Securities of which Seller receives notice, including any request by an issuer of DMM Securities to be reallocated to another DMM. Without limiting the generality of the termination of foregoing, and except as expressly provided in or contemplated by this Agreement pursuant to its terms or Agreement, from the date hereof until the Closing Date, without the Seller, the Company, and each prior written consent of their respective subsidiaries shallPurchaser (which consent shall not be unreasonably withheld, except with respect to actions described in clauses (a), (e) and (g) below), Seller shall not: (a) agree to any reallocation either by the NYSE or any issuer in any of the DMM Securities, to the extent that the other parties shall otherwise any Seller is required or entitled to agree or consent in writing, carry on its business, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has business dealings. In addition, the parties will promptly notify each other of any material event involving its business or operations.a reallocation; (b) Except allow to lapse, or fail to make any applications for renewal as permitted and when required, or required by otherwise or fail to maintain valid and in good standing any Seller Permits necessary for the terms conduct of the Acquired Business or the operation of Seller; (c) commence an Action against any customer of the Acquired Business; (d) fail to comply, in all material respects, with the minimum net capital requirements applicable to Seller under the Exchange Act, and those applicable to it under the rules of the NYSE relating to DMMs or any other similar requirement of any applicable Governmental Authority, provided that failure to maintain an amount of net capital equal to or greater than any minimum net capital requirements applicable to Seller under the Exchange Act or the rules of the NYSE shall be deemed to be a violation of this Agreementclause (d); (e) sell, during lease, license, sell and leaseback, or otherwise dispose of any assets relating to the period commencing Acquired Business or any interest therein other than assets sold in the ordinary course of business consistent with past practice; (f) terminate a Transferred Contract or waive, release, cancel or assign any material rights or claims thereunder other than in the execution and delivery ordinary course of this Agreement and continuing until business consistent with past practice; (g) issue, deliver, sell, grant, pledge or authorize or otherwise incur any Lien (other than a Permitted Lien, which shall be removed prior to the earlier of the termination of this Agreement pursuant to its terms or the Closing Date, Seller shall not do Closing) upon any of the followingTransferred Assets; (h) take any action to, and shall or that would reasonably be likely to discourage, prevent or interfere with (x) the offers of employment made pursuant to Section 10.1 by Purchaser to Employees or (y) such Employees’ decisions to accept such offers of employment, including but not permit limited to offering other positions of employment to, hiring, increasing the compensation of or entering into contracts with any of its subsidiaries to do any of the following, except to the extent that the other party shall otherwise consent in writing:Employee; (i) purchasewith respect to any Transferred Asset (x) make or revoke any Tax election or change any Tax accounting method, redeem except as required by applicable Tax Law or otherwise (y) settle, compromise or concede any audit, claim, deficiency or proceeding relating to Taxes; (j) acquire, directly by merger or indirectlyconsolidation, any shares of by purchase of, investments in, or otherwise, all or substantially all the assets, capital stock, except repurchases voting interests or other equity interests of unvested shares at cost in connection with the termination of the employment relationship with any employee pursuant to stock option or purchase agreements in effect on the date hereof; (ii) acquire or agree to acquire by merging or consolidating withbusiness, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, limited liability company, general or limited partnership, business trustjoint venture, unincorporated association or other business organization, entity organization or division thereof, or otherwise acquire any other Person, or create any Subsidiary of Seller; (k) except as set forth in Section 7.1(k) of the Seller Disclosure Letter, settle or agree to acquire all settle any Action or substantially all pay, discharge or satisfy or agree to pay, discharge or satisfy any Claim or Liability of Seller, Seller Parent or any of its other Affiliates other than the payment, discharge or satisfaction of Liabilities reflected or reserved against in the Financial Statements or incurred in the ordinary course of business subsequent to the date of the assets Financial Statements; (l) other than as may be required by Law or any Seller Plan, (i) increase the present base salary, hourly wage or commission rate of (or accelerate the vesting of, or increase, any payment or benefits in respect of) any of the foregoingEmployees, other than customary annual base salary increases made at the same time in prior years and otherwise in the ordinary course of business consistent with past practice for Employees with annual base salary of less than $100,000, (ii) authorize, guarantee or pay any bonuses or other special payments to any Employee (other than any such payments payable in accordance with any Seller Plan), (iii) amend the current terms of any Seller Plan to the extent applicable to any Employee, in a manner that would increase the cost or obligations of Purchaser under Article X of this Agreement, (iv) adopt or enter into any joint venturesnew contract, strategic partnerships plan or arrangement providing potential compensation or employee benefits that would be considered an employee benefit plan in a manner that would increase the cost or obligations of Purchaser under Article X of this Agreement, in each case, if in effect on the date hereof, (v) transfer the employment of any Employee to or from Seller or any Subsidiary thereof (including transfers of employment to or from Seller’s other Affiliates) or otherwise materially change the job functions of any Employee so as to either (1) cause such Employee to cease to be related to the Acquired Business or (2) cause any Employee who is not related to the Acquired Business to become related to the Acquired Business and (vi) except in the ordinary course of business consistent with past practice with respect to Persons whose total annual compensation would not exceed $100,000, on an individual basis, hire or terminate the employment of (other than for cause, as determined in Sellers’ discretion) any Person who would be an Employee (m) grant any equity-related, performance or similar alliancesawards or bonuses; (iiin) incur or enter into any agreement, contract collective bargaining agreement or other commitment or arrangement requiring such party or any of its subsidiaries to make payments in excess of $50,000 in any individual case, or $100,000 in the aggregatelabor contract; (vo) engage enter into any transaction with or for the benefit of any Related Party other than in any action the ordinary course of practice consistent with past practice; (p) fail to maintain the intent toPolicies and other insurance upon the assets and properties of Seller in such amounts and of such kinds comparable to that in effect since August 31, directly 2009; (q) adopt a plan of complete or indirectlypartial liquidation, adversely impact dissolution, merger, consolidation, restructuring, recapitalization or materially delay other reorganization of Seller or Seller Parent; (r) fail to maintain the consummation of the Sale or any of the other transactions contemplated by this AgreementTransferred Assets in their current physical condition, except for ordinary wear and tear and damage; or (vis) propose, resolve, authorize, or commit or agree in writing or otherwise to take take, any of the actions described in Section 6.1(b)(i) through Section 6.1(b)(v) , inclusiveforegoing actions.

Conduct of Business by Seller. Prior to the Closing or termination of this Agreement, unless Buyer shall otherwise agree in writing or as otherwise contemplated by this Agreement, in the conduct of the Business and with respect to the Assets: (a) During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Seller shall conduct its terms or the Closing Date, the Seller, the Company, and each of their respective subsidiaries shall, except to the extent that the other parties shall otherwise consent in writing, carry on its business, business only in the usual, regular ordinary and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts usual course consistent with past practices and policies to practices; (b) Seller shall not (i) preserve intact its present business organizationacquire any assets, other than inventory and supplies in the ordinary course of business, (ii) dispose of any assets other than sales of inventory in the ordinary course of business, (iii) enter into any other transaction other than in the ordinary course of business, or (iv) enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing; (c) Seller shall endeavor in good faith to preserve intact the business organization of Seller, to keep available the services of its present officers employees, and employees and (iii) to preserve its the good will of those having business relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has business dealings. In addition, the parties will promptly notify each other of any material event involving its business or operations.it; (bd) Except as permitted or required by the terms of this Agreement, during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing Date, Seller shall not do any of the following, and shall not permit any of its subsidiaries to do any of the following, except to the extent that the other party shall otherwise consent in writing: (i) purchase, redeem or otherwise acquirenot, directly or indirectly, encourage, initiate or engage in discussions or negotiations with, or provide any shares information to, any Person or other entity or group, other than to Buyer or pursuant to Section 7.4 hereof, concerning any merger, sale or lease of capital stocksubstantial assets, except repurchases equity investment in Seller or similar transaction involving Seller; and Seller shall promptly notify Buyer of unvested shares at cost in connection any proposal or offer to enter into any such transaction, or any inquiry or contact with the termination any person with respect thereto and shall promptly furnish to Buyer any written material received by Seller relating to any of the foregoing; (e) Seller shall not enter into any employment relationship agreement with any director, officer or employee of Seller or, otherwise than pursuant to stock option or purchase agreements policies of Seller in effect on the date hereof, grant any severance or termination pay to, or increase the compensation (including deferred compensation) of, any such person; (iif) acquire Seller shall not, other than in the ordinary course of business and consistent with past practices, adopt or agree amend to acquire by merging increase compensation or consolidating withbenefits payable under any collective bargaining, employment, bonus, incentive, compensation, profit-sharing, pension, retirement, severance, stock purchase, stock option, deferred compensation, hospitalization, group insurance, death benefit, disability, other fringe benefit or by purchasing any equity interest in or a portion of the assets ofother plan, or by any other manneragreement, any business or any corporation, limited liability company, general or limited partnership, business trust, unincorporated association fund or other business organization, entity arrangement for the benefit of employees; (g) Seller shall not amend or division thereof, terminate any employment or otherwise acquire or agree to acquire all or substantially all of the assets of any of the foregoing, or noncompetition agreement; (h) Seller shall not enter into any joint ventures, strategic partnerships sales or similar alliances; (iii) incur or enter into any agreement, maintenance contract or other commitment license (or arrangement requiring such party or any group of its subsidiaries to make payments contracts for the same customer), with a sales price in excess of $50,000 in any individual case10,000 without Buyer's written consent, which shall not be unreasonably withheld or $100,000 in the aggregate;delayed; and (vi) engage in any action Seller shall not, with the intent to, directly to breach Sections 8 or indirectly, adversely impact or materially delay the consummation 4 of the Sale or any of the other transactions contemplated by this Agreement; or (vi) agree , or reckless disregard for the provisions thereof, take any action or agree, in writing or otherwise otherwise, to take any of the foregoing actions described or any action which would cause any conditions precedent set forth in Section 6.1(b)(i) through 8 hereof not to be met or make any representation or warranty set forth in Section 6.1(b)(v) , inclusive4 hereof untrue or incomplete in any material respect.

Conduct of Business by Seller. From the date hereof until the Closing, Seller will (and will cause Seller JV to), except as required in connection with the transactions contemplated by this Agreement and except as required by Law or otherwise consented to in writing by Buyer: (a) During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to its terms or the Closing Date, the Seller, the Company, and each of their respective subsidiaries shall, except to the extent that the other parties shall otherwise consent in writing, carry on its business, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts to carry on the Combined Business substantially as it is and has been for the prior year conducted by Seller and not cause the Combined Business to engage in any new line of business; (b) not dispose of or permit to lapse any rights to the use of any material patent, trademark, trade name, license or copyright, including, without limitation, any of the Intellectual Property, or dispose of or disclose to any person, any material trade secret, formula, process, technology or know-how of Seller or Seller JV used by or relating to the Combined Business; (c) not sell, dispose of, transfer or encumber any of the Assets or the assets of Seller JV material to the Combined Business except in the ordinary course of business; (d) except as set forth on Schedule 5.1(d), not make any acquisition of assets with respect to the Combined Business having an aggregate purchase price in excess of $100,000 other than in the ordinary course of business or as contemplated by this Agreement; (e) not amend, modify or cancel any contract, agreement or commitment included in the Assets except in the ordinary course of business; provided that the amendment, modification or cancellation of any contract with a remaining term in excess of 12 months or which provides for aggregate payments in excess of $1,000,000 shall not be deemed to be in the ordinary course; (f) not enter into any employment, severance, compensation or similar agreements with any employee of the Combined Business other than in the ordinary course of business or as may be required by Law or existing contractual arrangements; (g) not increase the compensation of, or benefits payable to, the employees of the Combined Business other than in the ordinary course of business or as may be required by Law or existing contractual arrangements; (h) not dispose of or permit to lapse any right to the possession, use or enjoyment of any Intellectual Property or dispose of or disclose to any unauthorized person any information concerning the Intellectual Property other than with respect to Intellectual Property having a value of less than $10,000; (i) not enter into or renew any collective bargaining or labor agreement (oral and legally binding or written) with respect to the Combined Business or any portion thereof; (j) except as set forth on Schedule 5.1(j), not acquire or enter into an agreement to acquire, by merger, consolidation or purchase of stock or assets, any business or entity, or enter into any, or agree to enter into any, joint venture; (k) use its commercially reasonable efforts to preserve intact the goodwill and business organization of the Combined Business, keep employees of the Combined Business available to be employed by Buyer (if Buyer so elects pursuant to Article VI hereof) and preserve all material relationships of the Combined Business with customers, suppliers and others having business relations with Seller or Seller JV relating to the Combined Business; (l) except as set forth on Schedule 5.1(l), not enter into, modify or extend in any manner the terms of any employment, severance or similar agreements with employees of the Combined Business, whether now or hereafter payable, including any such increase pursuant to any option, bonus, stock purchase, pension, profit-sharing, deferred compensation, retirement or other plan, arrangement, contract or commitment, except periodic bonuses paid in the ordinary course, consistent with past practices and policies to or as may be required by Law or existing contractual arrangements; (im) preserve intact its present business organization, (ii) keep available the services perform in all material respects all of its present officers obligations under all of the Assumed Contracts (except those being contested in good faith) and employees not enter into, assume or amend any contract or commitment that would be an Assumed Contract other than contracts entered into in the ordinary course of business; (n) maintain in full force and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, effect and others with which it has business dealings. In additionin the same amounts policies of insurance comparable in all material respects in amount and scope of coverage now maintained by Seller and Seller JV relating to the Assets, the parties will promptly notify each Combined Business and the Real Property to the extent available on commercially reasonable terms other than changes in such policies effected in the ordinary course of any material event involving its business or operations.business; (bo) Except as permitted or required by continue to collect the terms of this Agreement, during accounts receivable and pay the period commencing with the execution and delivery of this Agreement and continuing until the earlier accounts payable of the termination Combined Business in the ordinary course of this Agreement pursuant business and consistent with past practices; (p) prepare and file all Tax Returns and any other Tax reports, filings and amendments thereto required to be filed by it; (q) continue to maintain and service the Assets used in the conduct of the Combined Business in the ordinary course and consistent with past practice; (r) continue to maintain the books and records of the Combined Business in accordance with past practice; (s) not modify or amend any agreement relating to the Seller JV Interest or make any additional material commitments to Seller JV; (t) comply in all material respects with all Laws applicable to the Combined Business or Seller JV; (u) use its terms commercially reasonable efforts to maintain and protect all material Intellectual Property; (v) not take, or the Closing Dateagree to take, Seller shall not do any action that would make any of the following, and shall not permit representations or warranties of Seller contained in this Agreement untrue in any material respect or would result in any of its subsidiaries the conditions set forth in this Agreement to not be satisfied; or (w) not agree or commit to do any of the following, except to the extent foregoing that the other party shall otherwise consent in writing: (i) purchase, redeem or otherwise acquire, directly or indirectly, any shares of capital stock, except repurchases of unvested shares at cost in connection with the termination of the employment relationship with any employee pursuant to stock option or purchase agreements in effect on the date hereof; (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, limited liability company, general or limited partnership, business trust, unincorporated association or other business organization, entity or division thereof, or otherwise acquire or agree to acquire all or substantially all of the assets of any of the foregoing, or enter into any joint ventures, strategic partnerships or similar alliances; (iii) incur or enter into any agreement, contract or other commitment or arrangement requiring such party or any of its subsidiaries to make payments in excess of $50,000 in any individual case, or $100,000 in the aggregate; (v) engage in any action with the intent to, directly or indirectly, adversely impact or materially delay the consummation of the Sale or any of the other transactions contemplated by this Agreement; or (vi) agree in writing or otherwise to take any of the actions described in Section 6.1(b)(i) through Section 6.1(b)(v) , inclusiveit is prohibited from hereunder.

Conduct of Business by Seller. (a) During the period commencing with the execution Seller and delivery of this Agreement each Affiliate Stockholder covenants and continuing until the earlier agrees that, prior to occur of the termination of this Agreement pursuant to its terms or the Closing Date, unless CIBER shall otherwise agree in writing or except in connection with the Sellertransactions contemplated by this Agreement: (a) The business of Seller shall be conducted in the ordinary and usual course of business, the Companyconsistent with past practices, and each of their respective subsidiaries shall, except to Seller and the extent that the other parties Stockholders shall otherwise consent in writing, carry on its business, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices to maintain and policies to (i) preserve intact its present Seller's business organization, (ii) to keep available the services of its present officers and employees and (iii) preserve its to maintain significant beneficial business relationships with customerssuppliers, supplierscontractors, distributors, customers, licensors, licensees, licensees and others having business relationships with which it has business dealings. In addition, the parties will promptly notify each other of any material event involving its business or operationsit. (b) Except as permitted or required by Without limiting the terms of this Agreement, during the period commencing with the execution and delivery of this Agreement and continuing until the earlier generality of the termination of this Agreement pursuant to its terms or the Closing Dateforegoing subsection (a), Seller shall not do any of the followingnot, and shall not permit any of its subsidiaries to do any of the following, except to the extent that the other party shall otherwise consent in writingdirectly or indirectly: (i) purchasesell, redeem lease, transfer, mortgage or otherwise acquireencumber, directly subject to any Lien or indirectlyotherwise dispose of any Assets, except sales of properties or assets no longer needed by it for use in the ordinary course of its business, or sales of Excluded Assets; (ii) amend or propose to amend its articles of incorporation or by-laws, reincorporate in any jurisdiction, dissolve, liquidate or merge with any entity (whether or not Seller is the survivor); (iii) split, combine or reclassify any outstanding shares of, or interests in, its capital stock; (iv) declare, set aside or pay any dividend or distribution, payable in cash, stock, property or otherwise with respect to any of its capital stock; (v) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any shares of capital stockstock of Seller or any options, except repurchases warrants or rights to acquire capital stock of unvested Seller; (vi) issue, sell, pledge, dispose of or encumber, or authorize, propose or agree to the issuance, sale, pledge or disposition or encumbrance by Seller of, any shares at cost of, or any options, warrants or rights of any kind to acquire any shares of, or any securities convertible into or exchangeable for any shares of, its capital stock of any class, or any other securities in connection with the termination respect of, in lieu of, or in substitution for any class of the employment relationship with any employee pursuant to its capital stock option or purchase agreements in effect outstanding on the date hereof; (iivii) modify the terms of any existing Indebtedness or incur any Indebtedness or issue any debt securities, except Indebtedness incurred in the ordinary course of business, but only if the amount of such indebtedness, when added to all other Indebtedness of Seller then outstanding (determined in accordance with generally accepted accounting principles) does not exceed the sum of (x) the total amount of Indebtedness outstanding on the December 31, 1998 balance sheet and (y) $25,000; (viii) assume, guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any other Person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing or make any material loans or advances or capital contributions to, or investments in, any other Person; (ix) authorize, recommend or propose any material change in its capitalization, or any release or relinquishment of any material contract right or effect or permit any of the foregoing; (x) adopt or establish any new employee benefit plan or amend in any material respect any employee benefit plan, increase the compensation or fringe benefits of any employee or pay any benefit not consistent with any existing employee benefit plan except in a manner consistent with Seller's historical salary review procedures; (xi) make any payments with respect to, enter into or amend any employment, consulting, severance or indemnification agreement with any director, officer or employee of Seller, except for any such payments made in the ordinary course of business consistent with past practice, or any collective bargaining agreement or other obligation to any labor organization or employee; (xii) make any material tax election or settle or compromise any liability for Taxes; (xiii) make or commit to make capital expenditures for acquisitions of other businesses, capital assets, properties, or Intellectual Property in excess of $25,000; (xiv) make any changes in its reporting for Taxes or accounting procedures other than as required by generally accepted accounting principles or applicable law; (xv) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent Seller financial statements that were provided to CIBER pursuant to Section 3.4 or incurred after the date of such financial statements in the ordinary course of business consistent with past practice; settle any litigation or other legal proceedings involving a payment of more than $5,000 in any one case by or to Seller; or waive the benefits of, or agree to modify in any manner, any noncompetition, confidentiality, standstill or similar agreement to which Seller is a party; (xvi) write off any accounts or notes receivable except in the ordinary course of business consistent with past practices; (xvii) acquire or agree to acquire (x) by merging or consolidating with, or by purchasing any equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, general or limited partnership, business trustjoint venture, unincorporated association or other business organization, entity organization or division thereofthereof of or (y) any assets that are material, individually or in the aggregate, to Seller; (xviii) adopt any stockholder rights or similar plan or take any other action with the intention of, or otherwise acquire which may reasonably be expected to have the effect of, damaging, CIBER or agree Seller; or (xix) enter into, modify or authorize any contract, agreement, commitment or arrangement to acquire all or substantially all of the assets of do any of the foregoing. (c) Seller shall promptly advise CIBER orally and in writing of any change or event having, or enter into any joint ventureswhich would reasonably be expected to have, strategic partnerships or similar alliances; (iii) incur or enter into any agreement, contract or other commitment or arrangement requiring such party or any of its subsidiaries to make payments in excess of $50,000 in any individual case, or $100,000 in a material adverse effect on the aggregate; (v) engage in any action with the intent to, directly or indirectly, adversely impact or materially delay the consummation of the Sale or any of the other transactions contemplated by this Agreement; or (vi) agree in writing hereby or otherwise to take any of the actions described in Section 6.1(b)(i) through Section 6.1(b)(v) , inclusivea Seller Material Adverse Effect.

Conduct of Business by Seller. (a) During the period commencing with from the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to its terms or the Closing Date, except (i) as set forth in Section 5.1 of the Seller’s Disclosure Letter, (ii) as contemplated in connection with the CompanyPre-Closing Restructuring Transactions, and each of their respective subsidiaries shall(iii) as otherwise contemplated in connection with or expressly permitted by this Agreement, except to the extent that the other parties (iv) as Buyer shall otherwise consent in writingwriting (such consent not to be unreasonably withheld, carry on its businessconditioned or delayed), and (v) as required by Law or the terms of any Contract, Seller agrees that it will, and will cause each of the Transferred FH Companies and their Closing Subsidiaries and the FH Asset Sellers and FH Affiliates (in respect of the FH Business) to, (x) conduct the FH Business in all material respects in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance course consistent with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when duepast practice, and (y) use its commercially reasonable efforts consistent with past practices to maintain and policies to (i) preserve intact the FH Business and its present business organizationorganization intact, (ii) keep available the services of retain its present officers and employees and (iii) maintain and preserve its relationships with customers, its suppliers, distributorsvendors, customers, licensors, licensees, distributors, regulatory authorities and others having business relations with which it has (provided that Seller shall not be obligated to pay any compensation beyond compensation paid in the ordinary course of business dealingsto retain such individuals). In additionDuring the period from the date of this Agreement to the Closing Date, except (i) as set forth in Section 5.1 of the parties will promptly notify each other Seller’s Disclosure Letter, (ii) as contemplated in connection with the Pre-Closing Restructuring Transactions, (iii) as contemplated by this Agreement, (iv) as Buyer shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed) and (v) as required by Law or the terms of any material event involving its business Contract disclosed in the Seller’s Disclosure Letter or operations.that is not required to be disclosed in the Seller’s Disclosure Letter, Seller covenants and agrees that it shall not, and it shall cause the Transferred FH Companies, any of their Closing Subsidiaries and the FH Asset Sellers and the FH Affiliates, in each case solely with respect to the FH Business, not to take any of the following actions: (a) amend the charter, bylaws or similar organizational documents of any of the Transferred FH Companies or their Closing Subsidiaries; (b) Except as permitted or required by the terms of this Agreement, during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the termination of this Agreement pursuant respect to its terms or the Closing Date, Seller shall not do any of the followingTransferred FH Companies or their Closing Subsidiaries, and shall not permit issue or agree to issue any of its subsidiaries to do any of the following, except to the extent that the other party shall otherwise consent in writing: (i) purchase, redeem or otherwise acquire, directly or indirectly, any additional shares of capital stock, or issue or agree to issue any other equity interests or securities convertible into or exchangeable or exercisable for, or options with respect to, or warrants to purchase or rights to subscribe for, shares of capital stock of any of the Transferred FH Companies or any of their Closing Subsidiaries, or sell, transfer or otherwise dispose of or encumber any shares of capital stock of any of the Transferred FH Companies or their Closing Subsidiaries, except repurchases in each case for any issuance, sale, transfer or disposition to a Transferred FH Company or a Wholly Owned Subsidiary of unvested shares a Transferred FH Company; (c) with respect to any of the Transferred FH Companies or their Closing Subsidiaries, declare, set aside, or pay any dividend or other distribution payable in cash, stock or property (other than Excluded Assets) with respect to its capital stock or other equity interests therein, except for any dividend or distribution of the capital stock of any of the Transferred FH Companies or their Closing Subsidiaries to any of the Transferred FH Companies or their Closing Subsidiaries; (d) make or agree to make any capital expenditures in excess of $100,000 individually, or $1,000,000 in the aggregate, other than in accordance with capital expenditures approved by the Seller prior to the date of this Agreement and attached to Section 5.1(d) of the Seller’s Disclosure Letter; (e) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization under local Law; (f) (i) permit any Transferred FH Company or Closing Subsidiary to incur any obligations under any letter of credit or similar obligation with Liability to the applicable Transferred FH Company or Closing Subsidiary in excess of $150,000 individually or $500,000 in the aggregate, or (ii) except as required by Law or contractual obligations, permit any of the Transferred FH Companies or any of their Closing Subsidiaries or any FH Affiliate in respect of the FH Business to issue any note, bond, or other debt security, or create, incur, assume or guarantee any other material Indebtedness not discharged in full at cost or prior to the Closing, in each case of this clause (ii), other than in the ordinary course of business consistent with past practice, and other than intercompany loans or advances; (g) sell or otherwise dispose of, or incur, create or assume any Encumbrance (other than Permitted Encumbrances) with respect to, any assets of the FH Business, other than (i) pursuant to transactions where the fair market value of the assets transferred in connection with such transactions would not exceed $100,000 individually or $1,000,000 in the termination aggregate and (ii) sales of inventory in the ordinary course of business consistent with past practice; (h) change in any material respect any financial accounting method used by it relating to the FH Business, unless required by GAAP or applicable Law; (i) except as otherwise required by any Employee Benefit Plan or CBA existing on the date of this Agreement and listed in Section 3.11(a) or Section 3.12(a) of the employment relationship Seller’s Disclosure Letter or applicable Law, (1) grant any increase in the compensation of, or pay or grant any bonus to, any Employee other than, in each case, increases or grants to Employees with an annual base salary of less than $200,000 in the ordinary course of business consistent with past practice, (2) grant or pay any severance or change in control pay to any Employee, (3) accelerate the time of payment or vesting of any compensation or benefit payable to an Employee, (4) enter into, amend or terminate any Transferred Benefit Plan or any employee pursuant to stock option benefit plan, policy, program, agreement, trust or purchase agreements arrangement that would have constituted a Transferred Benefit Plan if it had been in effect on the date hereof; of this Agreement other than, in each case, amendments made in the ordinary course of business not resulting in a material increase in liability to the Buyer or any Transferred FH Company or Closing Subsidiary, (5) terminate the employment of any Employee (other than for cause, including for performance-related reasons), (6) hire any Employee or any other individual who would qualify as an Employee if employed as of the date hereof (other than (i) persons hired in the ordinary course of business, at will (where applicable), and with no more severance or retention protections than provided by applicable Law, or (ii) acquire persons hired in the ordinary course of business with an annual base salary of less than $200,000), (7) take any action to fund or agree to acquire by merging in any other way secure the payment of compensation or consolidating withbenefits under any Employee Benefit Plan or compensatory arrangement, other than contributions or by purchasing any equity interest funding due in or a portion the ordinary course of business irrespective of the assets of, or by any other manner, any business or any corporation, limited liability company, general or limited partnership, business trust, unincorporated association or other business organization, entity or division thereof, or otherwise acquire or agree to acquire all or substantially all of the assets of any of the foregoing, or enter into any joint ventures, strategic partnerships or similar alliances; (iii) incur or enter into any agreement, contract or other commitment or arrangement requiring such party or any of its subsidiaries to make payments in excess of $50,000 in any individual case, or $100,000 in the aggregate; (v) engage in any action with the intent to, directly or indirectly, adversely impact or materially delay the consummation of the Sale or any of the other transactions contemplated by this Agreement, (8) cause or permit any individual employed by a Transferred FH Company or Closing Subsidiary to become a Seller Transferred Employee or cause or permit any Seller Transferred Employee or other employee of Seller and its Affiliates who is not then an Employee to become an Employee (in each case except for (i) the permitted transfer of individuals set forth in Section 5.1 of the Seller’s Disclosure Letter, or (ii) transfers required by applicable Law or a CBA); (j) acquire any Person or business for total consideration in excess of $1,000,000 (other than purchases of goods and services in the ordinary course of business); (k) enter into any Contract that is (or, if entered into prior to the date hereof, would constitute) a Material Contract or materially amend, modify or waive any material right under any such Contract, other than in the ordinary course of business in a manner that would not reasonably be expected to adversely affect the FH Business, taken as a whole; (l) settle any claim or litigation that would impose a material ongoing Liability on a Transferred FH Company or its Closing Subsidiaries; (m) open or close any facility or office that is material to the FH Business, taken as a whole; (n) except as would not reasonably be expected to materially affect the Tax liability of the Transferred FH Companies or their Closing Subsidiaries (or, following the Closing, Buyer or any of its Affiliates in a Post-Closing Tax Period, with respect to any of the Transferred FH Companies or their Closing Subsidiaries), (i) make or change any material Tax election, (ii) change an annual accounting period, (iii) file any material amended Tax Return, (iv) enter into any closing agreement, (v) waive or extend any statute of limitations with respect to Taxes, (vi) settle or compromise any Tax liability, claim or assessment, or (vii) surrender any right to claim a refund of Taxes, in each case other than as related to Taxes paid on an affiliated, consolidated, combined or unitary basis with Seller or any of its Subsidiaries that are neither Transferred FH Companies nor Closing Subsidiaries; (o) merge or consolidate with or into another Person; or (vip) agree in writing or otherwise to take any of the actions described in this Section 6.1(b)(i5.1. Notwithstanding any provision herein to the contrary, prior to the Closing, without the consent of Buyer, each of Seller, the FH Share Sellers, the FH Affiliates and the Transferred FH Companies and their Closing Subsidiaries will be permitted to (i) through declare and pay dividends and distributions of, or otherwise transfer or advance, to Seller or any Subsidiary thereof, (x) any Excluded Assets (including in connection with any “cash sweep”, cash management practices, and intercompany borrowings consistent with past practices), (y) any other Assets which are not contemplated to be owned or held by Buyer or a Transferred FH Company or a Closing Subsidiary of a Transferred FH Company pursuant to the Transaction Documents and (z) copies of any Seller Books and Records, (ii) make any payments under, repay (in part or in full), or otherwise extinguish or cause to be extinguished any Indebtedness or other balances owing by any Transferred FH Company or a Closing Subsidiary of a Transferred FH Company (in each case whether intercompany or otherwise), including, for the avoidance of doubt, by making or causing to be made capital contributions or similar transactions to enable such Transferred FH Company or such Closing Subsidiary to repay or otherwise extinguish such amounts and (iii) take any action contemplated pursuant to Section 6.1(b)(v) 5.15, inclusiveincluding any action with respect to or implementing the Pre-Closing Restructuring Transactions.

Conduct of Business by Seller. (a) During Seller and the period commencing with Shareholder covenant and agree that, between the execution date hereof and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to its terms or the Closing Date, unless CIBER shall otherwise agree in writing or except in connection with the Sellertransactions contemplated by this Agreement: (a) Except as expressly contemplated or permitted by this Agreement or as described in Schedule 6.1, the Company, business of Seller shall be conducted in the ordinary and each usual course of their respective subsidiaries shall, except to the extent that the other parties shall otherwise consent in writing, carry on its business, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices practices, and policies Seller shall use its reasonable best efforts to (i) maintain and preserve intact its present Seller's business organization, (ii) keep available the services of its present officers and employees employees, and (iii) preserve its maintain significant beneficial business relationships with customerssuppliers, supplierscontractors, distributors, customers, licensors, licensees, licensees and others having business relationships with which it has business dealings. In addition, the parties will promptly notify each other of any material event involving its business or operationsit. (b) Except as permitted or required by Without limiting the terms of this Agreement, during the period commencing with the execution and delivery of this Agreement and continuing until the earlier generality of the termination of this Agreement pursuant to its terms or the Closing Dateforegoing subsection (a), except as described in Schedule 6.1, Seller shall not do any of the followingnot, and shall not permit any of its subsidiaries to do any of the following, except to the extent that the other party shall otherwise consent in writingdirectly or indirectly: (i) purchasesell, redeem lease, transfer, mortgage or otherwise acquireencumber, directly subject to any Lien or indirectlyotherwise dispose of any of its Assets, except in the ordinary course of its business; (ii) amend or propose to amend its certificate of incorporation or bylaws, reincorporate in any jurisdiction, dissolve, liquidate or merge with any entity (whether or not Seller is the survivor); (iii) split, combine or reclassify any outstanding shares of, or interests in, its capital stock; (iv) declare, set aside or pay any dividend or distribution, payable in cash, stock, property or otherwise with respect to any of its capital stock; (v) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any shares of capital stockstock of Seller or any options, except repurchases warrants or rights to acquire capital stock of unvested shares at cost in connection with the termination of the employment relationship with any employee pursuant to stock option or purchase agreements in effect on the date hereofSeller; (iivi) sell, issue, grant or authorize the issuance or grant of (A) any capital stock or other security, (B) any option, call, warrant or right to acquire any capital stock or other security, or (C) any instrument convertible into or exchangeable for any capital stock or other security; (vii) modify the terms of any existing Indebtedness or incur any Indebtedness or issue any debt securities, except Indebtedness incurred in the ordinary course of business; (viii) assume, guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any other person, enter into any "keep well" or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing or make any material loans or advances or capital contributions to, or investments in, any other person; (ix) authorize, recommend or propose any material change in its capitalization, or any release or relinquishment of any material contract right or effect or permit any of the foregoing; (x) adopt or establish any new employee benefit plan or amend in any material respect any Benefit Plan or, increase the compensation or fringe benefits of any employee or pay any benefit not consistent with any existing Benefit Plan except in a manner consistent with Seller's historical salary review procedures; (xi) make any payments with respect to, enter into or amend any employment, consulting, severance or indemnification agreement with any director, officer or employee of Seller, or any collective bargaining agreement or other obligation to any labor organization or employee; (xii) make any material tax election or settle or compromise any liability for Taxes; (xiii) make or commit to make capital expenditures for acquisitions of other businesses, capital assets, properties, or intellectual property that exceed $25,000 in the aggregate; (xiv) make any changes in its reporting for Taxes or accounting procedures other than as required by generally accepted accounting principles or applicable law; (xv) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent Seller financial statements as disclosed on Schedule 3.4 that were provided to CIBER or incurred after the date of such financial statements in the ordinary course of business consistent with past practice; settle any litigation or other legal proceedings involving a payment of more than $25,000 in any one case by or to Seller; or waive the benefits of, or agree to modify in any manner, any non-competition, confidentiality, standstill or similar agreement to which Seller is a party; (xvi) write off any accounts or notes receivable except in the ordinary course of business consistent with past practices; (xvii) acquire or agree to acquire (x) by merging or consolidating with, or by purchasing any equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, general or limited partnership, business trustjoint venture, unincorporated association or other business organization, entity organization or division thereofthereof or (y) any assets that are material, individually or in the aggregate, to Seller; (xviii) adopt any shareholder rights or similar plan or take any other action with the intention of, or otherwise acquire which may reasonably be expected to have the effect of, damaging CIBER or agree Seller; (xix) enter into, modify or authorize any contract, agreement, commitment or arrangement to acquire all or substantially all of the assets of do any of the foregoing. (c) Seller shall promptly advise CIBER orally and in writing of any change or event having, or enter into any joint ventureswhich would reasonably be expected to have, strategic partnerships or similar alliances; (iii) incur or enter into any agreement, contract or other commitment or arrangement requiring such party or any of its subsidiaries to make payments in excess of $50,000 in any individual case, or $100,000 in the aggregate; (v) engage in any action with the intent to, directly or indirectly, adversely impact or materially delay the consummation of the Sale or any of the other transactions contemplated by this Agreement; or (vi) agree in writing or otherwise to take any of the actions described in Section 6.1(b)(i) through Section 6.1(b)(v) , inclusivea Seller Material Adverse Effect.

Conduct of Business by Seller. (a) During Pending the period commencing with Closing. From the execution and delivery of this Agreement and continuing date ------------------------------------------------- hereof until the earlier to occur of the Closing or the termination of this Agreement pursuant to its Article VIII, Seller shall comply in all material respects with the terms or and conditions of the Closing Date, the Seller, the Company, and each of their respective subsidiaries shall, except to the extent that the other parties shall otherwise consent in writing, carry on its business, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has business dealingsBankruptcy Code. In addition, from the parties will promptly notify each other of any material event involving its business or operations. (b) Except as permitted or required by the terms of this Agreementdate hereof, during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the Closing or the termination of this Agreement pursuant to its terms or the Closing DateArticle VIII, Seller and its Subsidiaries shall not do not, without the prior written consent of Parent or Purchaser (i) enter into any customer contract other than in a manner consistent with past practice; (ii) sell, transfer, or otherwise dispose of or encumber any material tangible or intangible assets included in the Acquired Business (other than in the provision of services in the ordinary course of business in accordance with past practice); (iii) grant any increase in the compensation or benefits of any employee, including without limitation, pay any retention or stay put compensation or terminate the employment of any employee that Purchaser has advised that Seller intends to offer employment to, except those mutually agreed between parties (other than pursuant to the terms of any employee retention, incentive, or severance plan approved by the Bankruptcy Court); (iv) enter into any transaction with respect to the Acquired Business with any Affiliate; (v) make any dividend or distribution of any nature (except pursuant to order of the following, and shall not permit Bankruptcy Court after prior notice to Purchaser); (vi) commit or enter into any of its subsidiaries Contract to do any of the followingforegoing, except save, in all cases, with the prior written consent of Purchaser; or (vii) without consulting Purchaser, assign, modify, cancel, reject, fail to exercise a right of renewal or extension under or otherwise impair or permit to lapse any Designated Contract. Seller shall, to the fullest extent that permitted by Law, consult in good faith with Parent and Purchaser on a regular and ongoing basis as reasonably requested by Parent or Purchaser, and inform Parent and Purchaser of all important developments and events in respect of the other party shall otherwise consent in writing: (i) purchaseconduct of the Acquired Business. Further, redeem from the date hereof until the earlier of the Closing or otherwise acquire, directly or indirectly, any shares of capital stock, except repurchases of unvested shares at cost in connection with the termination of the employment relationship with any employee this Agreement pursuant to stock option or purchase agreements in effect on Article VIII, Seller shall use its commercially reasonable efforts to include a provision to any Contract (other than Contracts that do not relate to the date hereof; (iiAcquired Business) acquire or agree entered into by Seller, making such contract freely assignable to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, limited liability company, general or limited partnership, business trust, unincorporated association or other business organization, entity or division thereof, or otherwise acquire or agree to acquire all or substantially all of the assets of any of the foregoing, or enter into any joint ventures, strategic partnerships or similar alliances; (iii) incur or enter into any agreement, contract or other commitment or arrangement requiring such party or any of its subsidiaries to make payments in excess of $50,000 in any individual case, or $100,000 in the aggregate; (v) engage in any action with the intent to, directly or indirectly, adversely impact or materially delay the consummation of the Sale or any of the other transactions contemplated by this Agreement; or (vi) agree in writing or otherwise to take any of the actions described in Section 6.1(b)(i) through Section 6.1(b)(v) , inclusivePurchaser.

Conduct of Business by Seller. (a) During Seller covenants and agrees with Buyer ----------------------------- that, between the period commencing with the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to its terms or the Closing Date: (a) Seller will conduct its business diligently, the Seller, the Company, and each of their respective subsidiaries shall, except to the extent that the other parties shall otherwise consent in writing, carry on its business, only in the usual, regular ordinary course and ordinary course, substantially in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has business dealings. In addition, the parties will promptly notify each other of any material event involving its business or operations.heretofore; (b) Except as permitted Without the prior written approval of Buyer, no increase in the compensation payable or required to become payable by Seller to any Employee or any agent or consultant of Seller will be announced or instituted; (c) No contract or commitment, or series of related contracts or commitments, will be entered into by or on behalf of Seller relating to the terms Assets or Seller's business without the prior written approval of this AgreementBuyer, during unless such contract or commitment, or series of related contracts or commitments, involves an aggregate expenditure or liability of less than Fifty Thousand Dollars ($50,000.00); (d) No contract or commitment, or series of related contracts or commitments, will be entered into by or on behalf of Seller relating to the period commencing Assumed Contracts without the prior written approval of Buyer; (e) Seller will use its best efforts to preserve intact the Assets, the Assumed Contracts and Seller's existing relationships with the execution its suppliers, customers and delivery of this Agreement Employees and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing Dateothers having business relationships with Seller, provided that Seller shall not do be authorized (without the prior written consent of Buyer) to make any commitment on behalf of Buyer; (f) Seller will not create or permit to become effective any Encumbrance upon the followingAssets without Buyer's prior written approval; (g) Seller will maintain insurance with reputable insurance companies on the Assets and its business, and shall not permit any of its subsidiaries to do any of the following, except providing coverage at least equal to the extent that the other party shall otherwise consent in writing: (i) purchase, redeem or otherwise acquire, directly or indirectly, any shares of capital stock, except repurchases of unvested shares at cost in connection with the termination of the employment relationship with any employee pursuant to stock option or purchase agreements in effect coverage carried on the date hereof; (iih) acquire Seller shall not make any material change in the accounting procedures and practices or agree to acquire by merging or consolidating withcredit criteria utilized in connection with Seller from those in effect at March 31, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, limited liability company, general or limited partnership, business trust, unincorporated association or other business organization, entity or division thereof, or otherwise acquire or agree to acquire all or substantially all of the assets of any of the foregoing, or enter into any joint ventures, strategic partnerships or similar alliances1996; (iiii) incur Seller shall promptly advise Buyer in writing of the commencement or enter into threat against Seller of any agreementLitigation, contract whether or other commitment not covered by insurance, arising out of, relating to or arrangement requiring such party otherwise affecting the Assets, the Assumed Contracts or any of its subsidiaries to make payments in excess of $50,000 in any individual case, or $100,000 in the aggregateSeller; (vj) engage in Seller shall obtain and deliver to Buyer all consents, authorizations and approvals (including all those set forth on Schedule 5.4(b) --------------- and Schedule 5.14 hereto), shall make all registrations and filings and shall ------------- give all notices, necessary or appropriate for the execution, delivery and performance of this Agreement and the transactions contemplated herein; (k) Seller shall promptly remit to Buyer any action mail or other communications, including any oral or written inquiries, relating to the Assets or Assumed Contracts which are received by Seller, including all inquiries, orders and requests for proposals for products included within the Assets and/or maintenance, training, consulting and/or other services with the intent to, directly or indirectly, adversely impact or materially delay the consummation respect thereto; (l) Seller shall immediately notify Buyer of the Sale occurrence of any event that has a material adverse effect, or any of might reasonably be expected to have a materially adverse effect, on or to the other transactions contemplated by this AgreementAssets, the Assumed Contracts or Seller's business; orand (vim) agree in writing Seller shall use its best efforts to fulfill or otherwise to take any cause the fulfillment, as soon as practicable, of all the actions described conditions set forth in Section 6.1(b)(i) through 11.1 and of all of Seller's obligations set forth in Section 6.1(b)(v) , inclusive4.2.

Conduct of Business by Seller. (a) During the period commencing with from the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to its terms or the Closing Date, except (i) as set forth in Section 5.1 of the Seller’s Disclosure Letter, (ii) as contemplated in connection with the CompanyPre-Closing Restructuring Transactions, and each of their respective subsidiaries shall(iii) as otherwise contemplated in connection with or expressly permitted by this Agreement, except to the extent that the other parties (iv) as Buyer shall otherwise consent in writingwriting (such consent not to be unreasonably withheld, carry on its businessconditioned or delayed), and (v) as required by Law or the terms of any Contract, Seller agrees that it will, and will cause each of the Transferred FH Companies and their Closing Subsidiaries and the FH Asset Sellers and FH Affiliates (in respect of the FH Business) to, (x) conduct the FH Business in all material respects in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance course consistent with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when duepast practice, and (y) use its commercially reasonable efforts consistent with past practices to maintain and policies to (i) preserve intact the FH Business and its present business organizationorganization intact, (ii) keep available the services of retain its present officers and employees and (iii) maintain and preserve its relationships with customers, its suppliers, distributorsvendors, customers, licensors, licensees, distributors, regulatory authorities and others having business relations with which it has (provided that Seller shall not be obligated to pay any compensation beyond compensation paid in the ordinary course of business dealingsto retain such individuals). In additionDuring the period from the date of this Agreement to the Closing Date, except (i) as set forth in Section 5.1 of the parties will promptly notify each other Seller’s Disclosure Letter, (ii) as contemplated in connection with the Pre-Closing Restructuring Transactions, (iii) as contemplated by this Agreement, (iv) as Buyer shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed) and (v) as required by Law or the terms of any material event involving its business Contract disclosed in the Seller’s Disclosure Letter or operations.that is not required to be disclosed in the Seller’s Disclosure Letter, Seller covenants and agrees that it shall not, and it shall cause the Transferred FH Companies, any of their Closing Subsidiaries and the FH Asset Sellers and the FH Affiliates, in each case solely with respect to the FH Business, not to take any of the following actions: (a) amend the charter, bylaws or similar organizational documents of any of the Transferred FH Companies or their Closing Subsidiaries; (b) Except as permitted or required by the terms of this Agreement, during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the termination of this Agreement pursuant respect to its terms or the Closing Date, Seller shall not do any of the followingTransferred FH Companies or their Closing Subsidiaries, and shall not permit issue or agree to issue any of its subsidiaries to do any of the following, except to the extent that the other party shall otherwise consent in writing: (i) purchase, redeem or otherwise acquire, directly or indirectly, any additional shares of capital stock, or issue or agree to issue any other equity interests or securities convertible into or exchangeable or exercisable for, or options with respect to, or warrants to purchase or rights to subscribe for, shares of capital stock of any of the Transferred FH Companies or any of their Closing Subsidiaries, or sell, transfer or otherwise dispose of or encumber any shares of capital stock of any of the Transferred FH Companies or their Closing Subsidiaries, except repurchases in each case for any issuance, sale, transfer or disposition to a Transferred FH Company or a Wholly Owned Subsidiary of unvested shares a Transferred FH Company; (c) with respect to any of the Transferred FH Companies or their Closing Subsidiaries, declare, set aside, or pay any dividend or other distribution payable in cash, stock or property (other than Excluded Assets) with respect to its capital stock or other equity interests therein, except for any dividend or distribution of the capital stock of any of the Transferred FH Companies or their Closing Subsidiaries to any of the Transferred FH Companies or their Closing Subsidiaries; (d) make or agree to make any capital expenditures in excess of $100,000 individually, or $1,000,000 in the aggregate, other than in accordance with capital expenditures approved by the Seller prior to the date of this Agreement and attached to Section 5.1(d) of the Seller’s Disclosure Letter; (e) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization under local Law; (f) (i) permit any Transferred FH Company or Closing Subsidiary to incur any obligations under any letter of credit or similar obligation with Liability to the applicable Transferred FH Company or Closing Subsidiary in excess of $150,000 individually or $500,000 in the aggregate, or (ii) except as required by Law or contractual obligations, permit any of the Transferred FH Companies or any of their Closing Subsidiaries or any FH Affiliate in respect of the FH Business to issue any note, bond, or other debt security, or create, incur, assume or guarantee any other material Indebtedness not discharged in full at cost or prior to the Closing, in each case of this clause (ii), other than in the ordinary course of business consistent with past practice, and other than intercompany loans or advances; (g) sell or otherwise dispose of, or incur, create or assume any Encumbrance (other than Permitted Encumbrances) with respect to, any assets of the FH Business, other than (i) pursuant to transactions where the fair market value of the assets transferred in connection with such transactions would not exceed $100,000 individually or $1,000,000 in the termination aggregate and (ii) sales of inventory in the ordinary course of business consistent with past practice; (h) change in any material respect any financial accounting method used by it relating to the FH Business, unless required by GAAP or applicable Law; (i) except as otherwise required by any Employee Benefit Plan or CBA existing on the date of this Agreement and listed in Section 3.11(a) or Section 3.12(a) of the employment relationship Seller’s Disclosure Letter or applicable Law, (1) grant any increase in the compensation of, or pay or grant any bonus to, any Employee other than, in each case, increases or grants to Employees with an annual base salary of less than $200,000 in the ordinary course of business consistent with past practice, (2) grant or pay any severance or change in control pay to any Employee, (3) accelerate the time of payment or vesting of any compensation or benefit payable to an Employee, (4) enter into, amend or terminate any Transferred Benefit Plan or any employee pursuant to stock option benefit plan, policy, program, agreement, trust or purchase agreements arrangement that would have constituted a Transferred Benefit Plan if it had been in effect on the date hereof; of this Agreement other than, in each case, amendments made in the ordinary course of business not resulting in a material increase in liability to the Buyer or any Transferred FH Company or Closing Subsidiary, (5) terminate the employment of any Employee (other than for cause, including for performance-related reasons), (6) hire any individual who would qualify as an Employee if employed as of the date hereof (other than (i) persons hired in the ordinary course of business, at will (where applicable), and with no more severance or retention protections than provided by applicable Law, or (ii) acquire persons hired in the ordinary course of business with an annual base salary of less than $200,000), (7) take any action to fund or agree to acquire by merging in any other way secure the payment of compensation or consolidating withbenefits under any Employee Benefit Plan or compensatory arrangement, other than contributions or by purchasing any equity interest funding due in or a portion the ordinary course of business irrespective of the assets of, or by any other manner, any business or any corporation, limited liability company, general or limited partnership, business trust, unincorporated association or other business organization, entity or division thereof, or otherwise acquire or agree to acquire all or substantially all of the assets of any of the foregoing, or enter into any joint ventures, strategic partnerships or similar alliances; (iii) incur or enter into any agreement, contract or other commitment or arrangement requiring such party or any of its subsidiaries to make payments in excess of $50,000 in any individual case, or $100,000 in the aggregate; (v) engage in any action with the intent to, directly or indirectly, adversely impact or materially delay the consummation of the Sale or any of the other transactions contemplated by this Agreement, (8) cause or permit any individual employed (i) by a Transferred FH Company or Closing Subsidiary or (ii) as an employee by an FH Asset Seller to become a Seller Transferred Employee or cause or permit any Seller Transferred Employee or other employee of Seller and its Affiliates who is not then an Employee to become an Employee (in each case except for (x) the permitted transfer of individuals set forth in Section 5.1 of the Seller’s Disclosure Letter, or (y) transfers required by applicable Law or a CBA); (j) acquire any Person or business for total consideration in excess of $1,000,000 (other than purchases of goods and services in the ordinary course of business); (k) enter into any Contract that is (or, if entered into prior to the date hereof, would constitute) a Material Contract or materially amend, modify or waive any material right under any such Contract, other than in the ordinary course of business in a manner that would not reasonably be expected to adversely affect the FH Business, taken as a whole; (l) settle any claim or litigation that would impose a material ongoing Liability on a Transferred FH Company or its Closing Subsidiaries; (m) open or close any facility or office that is material to the FH Business, taken as a whole; (n) except as would not reasonably be expected to materially affect the Tax liability of the Transferred FH Companies or their Closing Subsidiaries (or, following the Closing, Buyer or any of its Affiliates in a Post-Closing Tax Period, with respect to any of the Transferred FH Companies or their Closing Subsidiaries), (i) make or change any material Tax election, (ii) change an annual accounting period, (iii) file any material amended Tax Return, (iv) enter into any closing agreement, (v) waive or extend any statute of limitations with respect to Taxes, (vi) settle or compromise any Tax liability, claim or assessment, or (vii) surrender any right to claim a refund of Taxes, in each case other than as related to Taxes paid on an affiliated, consolidated, combined or unitary basis with Seller or any of its Subsidiaries that are neither Transferred FH Companies nor Closing Subsidiaries; (o) merge or consolidate with or into another Person; or (vip) agree in writing or otherwise to take any of the actions described in this Section 6.1(b)(i5.1. Notwithstanding any provision herein to the contrary, prior to the Closing, without the consent of Buyer, each of Seller, the FH Share Sellers, the FH Affiliates and the Transferred FH Companies and their Closing Subsidiaries will be permitted to (i) through declare and pay dividends and distributions of, or otherwise transfer or advance, to Seller or any Subsidiary thereof, (x) any Excluded Assets (including in connection with any “cash sweep”, cash management practices, and intercompany borrowings consistent with past practices), (y) any other Assets which are not contemplated to be owned or held by Buyer or a Transferred FH Company or a Closing Subsidiary of a Transferred FH Company pursuant to the Transaction Documents and (z) copies of any Seller Books and Records, (ii) make any payments under, repay (in part or in full), or otherwise extinguish or cause to be extinguished any Indebtedness or other balances owing by any Transferred FH Company or a Closing Subsidiary of a Transferred FH Company (in each case whether intercompany or otherwise), including, for the avoidance of doubt, by making or causing to be made capital contributions or similar transactions to enable such Transferred FH Company or such Closing Subsidiary to repay or otherwise extinguish such amounts and (iii) take any action contemplated pursuant to Section 6.1(b)(v) 5.15, inclusiveincluding any action with respect to or implementing the Pre-Closing Restructuring Transactions.

Conduct of Business by Seller. (a) During Pending the period commencing with Closing. ------------------------------------------------- Except as reasonable and necessary to the continued prosecution of the Chapter 11 Case, or as otherwise required by the Bankruptcy Code, between the date of execution and delivery of this Agreement and continuing until the earlier Closing, Seller will cause the Acquired Assets and the Assumed Liabilities to occur be operated in the ordinary course of the termination of this Agreement pursuant Business as conducted prior to its terms or the Closing Date, the Seller, the Companydate hereof, and each shall not take any action inconsistent with the transactions contemplated hereby and will not permit any material transactions outside the ordinary course of their respective subsidiaries shallthe Business as conducted prior to the date hereof without the prior written consent of Purchaser. In any case, and without limiting the generality of the foregoing, Seller will (and will cause its Subsidiaries to) observe the following, except with the prior consent of Purchaser: (a) not enter into any Contract outside the ordinary course of the Business which is dissimilar in nature, risk or magnitude to Contracts customarily entered into in the operation of the Business prior to the extent that the date hereof; (b) other parties shall otherwise consent in writing, carry on its business, than in the usualordinary course of the Business, regular and not enter into, amend, modify or take, or fail to take, actions that cause a termination (partially or completely), grant any waiver, discount or credit under, or give any consent with respect to any Designated Contract or any License related to any Acquired Assets; (c) except in the ordinary coursecourse of business or as set forth on Schedule 5.1, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact not increase the compensation payable or to become ------------ payable to its present business organizationofficers, directors or employees, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has business dealings. In addition, the parties will promptly notify each other of not make any material event involving its business or operations. (b) Except as permitted or required by the terms of this Agreement, during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing Date, Seller shall not do any of the following, and shall not permit any of its subsidiaries to do any of the following, except to the extent that the other party shall otherwise consent in writing: (i) purchase, redeem or otherwise acquire, directly or indirectly, any shares of capital stock, except repurchases of unvested shares at cost in connection with the termination of the employment relationship with any employee pursuant to stock option or purchase agreements in effect on the date hereof; (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, limited liability company, general or limited partnership, business trust, unincorporated association or other business organization, entity or division thereof, or otherwise acquire or agree to acquire all or substantially all of the assets of any of the foregoingloan, or enter into any joint venturestransaction with, strategic partnerships any of its directors, officers or similar alliances; employees, or (iii) not establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, trust fund, policy or arrangement for the benefit of any current or former directors, officers or employees, except, in each case, as may be required by Law; (d) use commercially reasonable efforts to maintain the tangible Acquired Assets in good working order and condition, ordinary and reasonable wear and tear excepted; (e) not sell, assign, transfer, convey, lease, mortgage, pledge or otherwise dispose of or create or incur a Lien on any of the Acquired Assets, or any interests therein; (f) comply in all material respects with all Laws and Orders applicable to the Acquired Assets, and promptly following receipt thereof, give Purchaser copies of any notice received from any Governmental or Regulatory Authority or other Person alleging any violation of or any Liability under any such Law or Order; (g) not waive any right of the Selling Companies relating to the Acquired Assets or the Assumed Liabilities; (h) not intentionally do any other act which would cause any representation or warranty of Seller in this Agreement to be or become untrue in any material respect; and (i) not enter into any agreement, contract agreement or other commitment become obligated to do or arrangement requiring such party or any of its subsidiaries to make payments in excess of $50,000 in any individual case, or $100,000 in the aggregate; (v) engage in any action with the intent to, directly or indirectly, adversely impact or materially delay the consummation of the Sale or any of the other transactions contemplated by this Agreement; or (vi) agree in writing or otherwise to take any of the actions described in Section 6.1(b)(i) through Section 6.1(b)(v) , inclusiveforegoing.