Common use of Conduct of Business by the Seller Clause in Contracts

Conduct of Business by the Seller. Except as expressly permitted by this Agreement or Schedule 7.1 or as required by applicable Law, during the period commencing on the date hereof and ending on the Closing Date, unless the Purchaser otherwise consents, the Seller shall (and the Members will cause the Seller to) conduct the Business in the ordinary course, consistent with past practice and shall: (a) use its commercially reasonable efforts to preserve intact the goodwill and business organization of the Seller, keep the officers and employees of the Seller available to the Purchaser and preserve the relationships and goodwill of the Seller with customers, distributors, suppliers, employees and other Persons having business relations with the Seller; (b) maintain its existence and good standing in its jurisdiction of organization and in each jurisdiction listed on Schedule 4.1(b); (c) comply with all applicable Laws; (d) maintain in existing condition and repair (ordinary wear and tear excepted), consistent with past practices, all equipment, fixtures and other tangible personal property located on the Real Property; (e) not authorize for issuance or issue and deliver any additional membership interests or securities convertible into or exchangeable for membership interests, or issue or grant any right, option or other commitment for the issuance of membership interests; (f) not amend or modify its articles of organization or operating agreement; (g) not declare any dividend, pay or set aside for payment any dividend or other distribution or make any payment to any Member, officer or director or any Person with whom any such Member or manager has any direct or indirect relation, other than the payment of salaries in the ordinary course of business and consistent with past practice; (h) not (i) create, incur or assume any indebtedness secured by the Assets, (ii) grant, create, incur or suffer to exist any Lien on the Assets that did not exist on the date hereof, (iii) write-down the value of any asset or investment (including any Asset) on the books or records of the Seller, except for depreciation and amortization in the ordinary course of business and consistent with past practice, (iv) cancel any debt or waive any claim or right, (v) make any commitment for any capital expenditure to be made on or following the date hereof, (vi) enter into any Contract which cannot be cancelled by the Seller on notice of not longer than thirty (30) days and without liability or penalty of any kind, (vii) enter into any Contract which imposes, or purports to impose, any obligations or restrictions on any of its Affiliates, or (viii) settle or compromise any legal proceedings related to or in connection with the Seller’s business; (i) not increase in any manner the compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of its employees, officers, directors or consultants, except in the ordinary course of business to the extent consistent with past practice of the Seller; (j) not enter into any Employment Agreement; (k) perform in all material respects all of its obligations under all Assumed Contracts and Licenses, and not default or suffer to exist any event or condition that with notice or lapse of time or both could constitute a default under any Assumed Contract or License (except those being contested in good faith); (l) continue to maintain its books and records in accordance with GAAP consistently applied and on a basis consistent with past practice and not make any change in any of its accounting (or tax accounting) policies, practices or procedures; (m) continue its current cash and inventory management practices in the ordinary course of business consistent with past practice; and (n) not authorize, or commit or agree to take, any of the foregoing actions.

Conduct of Business by the Seller. Pending the Closing. Except (i) as expressly permitted contemplated by this Agreement or Agreement, (ii) as disclosed in Schedule 7.1 or 5.4, (iii) with the prior written consent of the Purchaser, (iv) as required by, or arising out of, relating to, or resulting from, the Bankruptcy Filing or approved by applicable Lawthe Bankruptcy Court or (v) to the extent necessary to obtain debtor-in-possession financing, during the period commencing on after the date hereof and ending on through the Closing Date, unless the Purchaser otherwise consents, the Seller shall (and the Members will cause the Seller to) conduct the Business in the ordinary course, consistent with past practice and shall: (a) use its commercially reasonable efforts to preserve intact The Seller shall, and shall cause USD Payment Corp. and all other Seller Entities to: (i) conduct the goodwill and business organization of the Seller, keep the officers and employees of the Seller available to the Purchaser and preserve the relationships and goodwill of the Seller with customers, distributors, suppliers, employees and other Persons having business relations with the Seller; (b) maintain its existence and good standing in its jurisdiction of organization and in each jurisdiction listed on Schedule 4.1(b); (c) comply with all applicable Laws; (d) maintain in existing condition and repair (ordinary wear and tear excepted), consistent with past practices, all equipment, fixtures and other tangible personal property located on the Real Property; (e) not authorize for issuance or issue and deliver any additional membership interests or securities convertible into or exchangeable for membership interests, or issue or grant any right, option or other commitment for the issuance of membership interests; (f) not amend or modify its articles of organization or operating agreement; (g) not declare any dividend, pay or set aside for payment any dividend or other distribution or make any payment to any Member, officer or director or any Person with whom any such Member or manager has any direct or indirect relation, other than the payment of salaries Business only in the ordinary course of business and in a manner consistent with past practice; (h) not (i) create, incur or assume any indebtedness secured by the Assets, (ii) grant, create, incur or suffer including continuing to exist any Lien on the Assets that did not exist on the date hereof, (iii) write-down the value of any asset or investment (including any Asset) on the books or records of the Seller, except for depreciation and amortization pay all obligations in the ordinary course of business the Business, adequately funding the Business and consistent with past practice, (iv) cancel any debt or waive any claim or right, (v) make any commitment for any capital expenditure to be made on or following the date hereof, (vi) enter into any Contract which cannot be cancelled by the Seller on notice of not longer than thirty (30) days and without liability or penalty of any kind, (vii) enter into any Contract which imposes, or purports to impose, any obligations or restrictions on any of its Affiliates, or (viii) settle or compromise any legal proceedings related to or in connection with the Seller’s business; (i) not increase in any manner the compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of its employees, officers, directors or consultants, except in the ordinary course of business to the extent consistent with past practice of the Seller; (j) not enter into any Employment Agreement; (k) perform performing in all material respects all of its obligations under all Assumed Contracts agreements and Licensesinstruments relating to or affecting the Acquired Assets or the Business at the Acquired Centers and the Acquired Subsidiaries; and (ii) use good faith efforts to maintain good relations with the customers of and vendors to the Business at the Acquired Centers and the Acquired Subsidiaries, and with the employees of the Business at the Acquired Centers and the Acquired Subsidiaries; and (b) The Seller shall not, and shall cause all other Seller Entities not default to, take any of the following actions with respect to the Acquired Subsidiaries, the Business at the Acquired Centers and the Acquired Assets: (i) amendment, supplement, termination or suffer to exist cancellation of the articles of incorporation or bylaws or similar organizational documents of the Seller, a Selling Subsidiary, an Acquired Subsidiary or any event or condition that with notice or lapse of time or both could constitute a default under any Assumed Contract or License (except those being contested in good faith)the Contracts; (lii) continue the issuance or sale of any additional shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to maintain its books and records in accordance with GAAP consistently applied and on a basis consistent with past practice and not make acquire the shares of, the capital stock or equity or membership interests of any change in any of its accounting (or tax accounting) policies, practices or proceduresAcquired Subsidiary; (miii) continue its current cash and inventory management practices the pledge, mortgage, acquisition, sale, lease or disposition of any Acquired Asset or any asset of an Acquired Subsidiary, except in the ordinary course of business and in a manner consistent with past practice; and, if not material, individually or in the aggregate; (nA) the incurrence or assumption of any liabilities or obligations by an Acquired Subsidiary, except for borrowings under existing lines of credit in the ordinary course of business, in a manner consistent with past practice, if not authorizematerial to the Acquired Subsidiary; (B) the assumption, guarantee, endorsement or commit otherwise becoming liable or agree to takeresponsible (whether directly, contingently or otherwise) by an Acquired Subsidiary for the obligations of any other Person; (C) the payment or other discharge of any intercompany obligations or liabilities by any of the foregoing actionsAcquired Subsidiaries to any of the other Seller Entities, except payments to Seller where such obligations are reflected in the Budget; (D) the payment or other discharge of any intercompany obligations or liabilities by Seller to any of the Acquired Subsidiaries or any of the other Seller Entities; or (E) the making by an Acquired Subsidiary of any loans, advances or capital contributions to, or investments in, any other Person; (v) the entering into new contracts or agreements that are not terminable upon the Closing between an Acquired Subsidiary and any Person, except in the ordinary course of business and in a manner consistent with past practice, if not material, individually or in the aggregate; (vi) the mortgage or pledge of any Acquired Assets or by an Acquired Subsidiary of any of its assets, tangible or intangible, except in the ordinary course of business and in a manner consistent with past practice, if not material, individually or in the aggregate; (vii) the acquisition or disposition by an Acquired Subsidiary (by merger, consolidation or acquisition of stock or assets) of any corporation, partnership or other business organization or division thereof or any equity interest therein, except in the ordinary course of business and in a manner consistent with past practice, if not material, individually or in the aggregate; (viii) any increases in or additions to the compensation payable to or in respect of any of the Selected Employees or any employee of any of the Acquired Subsidiaries, including pursuant to a Seller Plan, and any awards or grants under equity compensation plans, other than such increases, additions, awards or grants reflected in the Budget; (ix) a failure to maintain books, records and accounts of the Seller, the Acquired Subsidiaries and the Business in the ordinary course; (x) a change of any of the financial or tax accounting methods or procedures used by the Seller or an Acquired Subsidiary, except as required by applicable law or GAAP as to which Seller's independent public accountants have not objected in writing; (xi) failure to maintain working capital in conformity with normalized historical practices, except as included in the Budget or as otherwise approved in writing by the Purchaser; (xii) bringing, settling, compromising or waiving any Action or legal right affecting the validity or value of any Acquired Asset or any asset of an Acquired Subsidiary; (xiii) payment of any dividends or distributions by any Acquired Subsidiary or other return of capital by any Acquired Subsidiary to its stockholders, partners or members, as the case may be, except for any distribution to Seller for the payment of ordinary and necessary expenses as reflected in the Budget; (xiv) sale, disposition, transfer or conveyance of any of the Acquired Assets or any assets of an Acquired Subsidiary, except in the ordinary course of business and in a manner consistent with past practice, if not material, individually or in the aggregate; (xv) the material change, modification or alteration of the operations of the Business or any of the Acquired Subsidiaries, including without limitation, any closure, material interruption, suspension or material reduction in scope of the operations, business or activities of the Business or any of the Acquired Subsidiaries; (xvi) the taking of any action that would have been required to be disclosed on the Seller Disclosure Schedule or that would cause any representation or warranty of the Seller or any of the Selling Subsidiaries in this Agreement to be untrue in any material respect as of the Closing Date; or (xvii) the authorization or entering into an agreement to do any of the foregoing. (c) Conditioned upon and subject to entry of the Cash Collateral Orders, the Purchaser shall satisfy or make sufficient cash available to the Seller at Closing to permit the Seller Entities to satisfy ordinary course obligations related to the operation of the Business set forth in the Budget accruing before the Closing Date; provided, however, that such obligations shall not include Chapter 11 Expenses related to the administration of the Bankruptcy Cases and other expenses unrelated to the operation of the Business (such expenses are referred to as the "Non-Reimbursed Expenses"). To the extent that the Non-Reimbursed Expenses are included in the Budget as approved by the Purchaser and paid by Seller from Purchaser's Cash Collateral, such amounts shall be allowed as a super-priority expense of administration in favor of the Purchaser, and either (i) deducted in their entirety from the Purchase Price at the time of Closing or paid to Purchaser from the purchase price paid to Seller in a Competing Transaction at the time of closing of such Competing Transaction; or (ii) paid in full in the event that the Closing does not occur or a closing of a Competing Transaction does not occur, to the Purchaser as a super-priority expense of administration in the Bankruptcy Cases under a plan of reorganization or otherwise. To the extent any Non-Reimbursed Expenses are not paid in full or deducted as contemplated above, the Purchaser shall have a claim against the Escrow Account for any unpaid super-priority expenses of administration.

Conduct of Business by the Seller. Except Unless the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), and unless this Agreement is terminated in accordance with the terms hereof during the period from the date of this Agreement and continuing until the Seller IPO, except as expressly permitted contemplated by this Agreement or Schedule 7.1 or and except as required by applicable Law, during necessary in connection with the period commencing on the date hereof and ending on the Closing Date, unless the Purchaser otherwise consentsSeller IPO, the Seller shall (and the Members will shall cause the Seller to) conduct the Business in the ordinary course, consistent with past practice and shall: (a) use its commercially reasonable efforts Subsidiaries to preserve intact the goodwill and business organization of the Seller, keep the officers and employees of the Seller available to the Purchaser and preserve the relationships and goodwill of the Seller with customers, distributors, suppliers, employees and other Persons having business relations with the Seller; (b) maintain its existence and good standing in its jurisdiction of organization and in each jurisdiction listed on Schedule 4.1(b); (c) comply with all applicable Laws; (d) maintain in existing condition and repair (ordinary wear and tear excepted), consistent with past practices, all equipment, fixtures and other tangible personal property located on the Real Property; (e) not authorize for issuance or issue and deliver any additional membership interests or securities convertible into or exchangeable for membership interests, or issue or grant any right, option or other commitment for the issuance of membership interests; (f) not amend or modify its articles of organization or operating agreement; (g) not declare any dividend, pay or set aside for payment any dividend or other distribution or make any payment to any Member, officer or director or any Person with whom any such Member or manager has any direct or indirect relation, other than the payment of salaries in the ordinary course of business and consistent with past practice; (h) not (i) createconduct their respective businesses, incur or assume any indebtedness secured by the Assets, (ii) grant, create, incur or suffer to exist any Lien on the Assets that did not exist on the date hereof, (iii) write-down the value of any asset or investment (including any Asset) on the books or records of the Seller, except for depreciation and amortization in the ordinary course of business and consistent with past practice, (iv) cancel any debt or waive any claim or right, (v) make any commitment for any capital expenditure to be made on or following the date hereof, (vi) enter into any Contract which cannot be cancelled by the Seller on notice of not longer than thirty (30) days and without liability or penalty of any kind, (vii) enter into any Contract which imposes, or purports to impose, any obligations or restrictions on any of its Affiliates, or (viii) settle or compromise any legal proceedings related to or in connection with the Seller’s business; (i) not increase in any manner the compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of its employees, officers, directors or consultants, except in the ordinary course of business to the extent consistent with past practice of the Seller; (j) not enter into any Employment Agreement; (k) perform in all material respects all of its obligations under all Assumed Contracts and Licensesrespects, and not default or suffer to exist any event or condition that with notice or lapse of time or both could constitute a default under any Assumed Contract or License (except those being contested in good faith); (l) continue to maintain its books and records in accordance with GAAP consistently applied and on a basis consistent with past practice and not make any change in any of its accounting (or tax accounting) policies, practices or procedures; (m) continue its current cash and inventory management practices in the ordinary course of business consistent with past practice; and(ii) comply with all Laws applicable to the Seller and its businesses, assets and employees; and (iii) preserve intact, in all material respects, their respective business organizations, maintain existing relations with all of the Seller’s key customers, service providers, suppliers, and creditors, and keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, and to preserve the capital structure of the Seller and its possession, control and condition of their respective assets, all as consistent with past practice. It is further clarified that the following covenants shall supersede and overcome the voting power of the Seller Shareholders – including the Series B common shares, so all matters detailed below would require the consent of the Company. Without limiting the foregoing, the Seller shall not, and shall cause its Subsidiaries to not: 6.1.1 amend, waive or otherwise change, in any respect, any of the Seller’s or its Subsidiaries’ Organizational Documents; 6.1.2 authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities or other securities or interests, including any securities convertible into or exchangeable for any of its equity securities or securities interests of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such equity securities or other securities or equity interests; 6.1.3 split, combine, recapitalize or reclassify any of its equity interests or issue any other securities in respect thereof or declare, pay or set aside any distribution or other dividend (nwhether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its equity securities or securities interests; 6.1.4 incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, liability or obligation of any Person; 6.1.5 Fire or hire any executive. Increase the wages, salaries or compensation of any of its employees or increase bonuses for the foregoing individuals, or make commitments to advance with respect to bonuses for fiscal year 2024, or increase other benefits of any of the foregoing individuals, or enter into, establish, amend or terminate any Non-U.S. Benefit Plan with, for or in respect of any current consultant, officer, manager, director or employee, in each case other than as required by applicable Law, pursuant to the terms of any such Benefit Plan; 6.1.6 make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with Seller Accounting Principles; 6.1.7 transfer or license to any Person or otherwise extend, amend or modify, permit to lapse or fail to preserve the Intellectual Property or any Intellectual Property related to, or used in, the business and operations of the Seller, or disclose to any Person who has not entered into a confidentiality agreement any trade secrets; 6.1.8 terminate or waive or assign any right under any Seller Contract or any of the Leases, or enter into any contract (A) involving amounts potentially exceeding $5,000 per year, (B) that would be a Seller Contract; or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less; 6.1.9 fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; 6.1.10 establish any new Subsidiary or enter into any new line of business; 6.1.11 fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to the assets, operations and activities of the Seller, in an amount and scope of coverage as is comparable to that which are currently in effect; 6.1.12 revalue any of its material assets or make any change in accounting methods, principles or practices, except in compliance with Seller Accounting Principles and approved by its outside auditors; 6.1.13 waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by the Seller or its Affiliates) not authorizein excess of $5,000 (individually or in the aggregate), or commit otherwise pay, discharge or satisfy any claims, liabilities or obligations, unless such amount has been reserved in the Seller Financials; 6.1.14 close or materially reduce any activities, or effect any layoff or other personnel reduction or change, at any of its facilities; 6.1.15 acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business; 6.1.16 make capital expenditures in excess of $5,000 (individually or in the aggregate) other than in the ordinary course of business consistent with past practice; 6.1.17 adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than in connection with the Transaction); 6.1.18 voluntarily incur any liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $5,000 in the aggregate other than pursuant to the terms of a Seller Contract; 6.1.19 sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; 6.1.20 enter into any agreement, understanding or arrangement with respect to the voting of the securities or the capital equity of the Seller; 6.1.21 take any action that would reasonably be expected to delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; 6.1.22 Approve any annual budget; 6.1.23 enter into, amend, waive or terminate (other than terminations in accordance with their terms) any Affiliate Transaction; or 6.1.24 authorize or agree to take, do any of the foregoing actions.. The holder of the Class B common stock of the Seller will agree to the foregoing in the Forbearance Agreement attached hereto as Exhibit E.

Conduct of Business by the Seller. Except as expressly permitted by this Agreement or Schedule 7.1 or as required by applicable Law, during the period commencing on the date hereof and ending on Pending the Closing DateDate The Seller hereby agrees that, unless prior to the Purchaser Closing Date and except as otherwise consentsconsented to or approved by the Buyer in writing (which consent or approval shall not unreasonably be withheld), the Seller shall (and the Members will cause the Seller to) conduct the Business in the ordinary course, consistent with past practice and shallit will: (a) use its commercially reasonable efforts to operate the Business only in the usual, ordinary manner and, to the extent consistent with such operation, (i) preserve intact the goodwill and its present business organization intact; (ii) keep available the service of the Seller, keep the its present officers and employees of the Seller available to the Purchaser and employees; (iii) preserve the its present relationships and goodwill of the Seller with customers, distributors, suppliers, employees and other Persons having business relations dealings with it in connection with the SellerBusiness; and (iv) maintain in confidence all of the confidential relationships, rights and affairs relating to the Business, except to the extent shared solely with the Buyer as herein provided; (b) maintain its existence all of the properties relating to the Business in satisfactory repair, order and good standing condition and maintain insurance upon all of such properties and with respect to the conduct of the Business in its jurisdiction such amounts and of organization and such kinds comparable to that in each jurisdiction listed effect on Schedule 4.1(b)the date of this Agreement; (c) maintain the books, accounts and records of the Business in accordance with generally accepted accounting principles in the usual and ordinary manner, on a basis consistent with prior years, and comply with all laws applicable Lawsto them and to the conduct of the Business and perform all of their obligations relating to the Business without default; (d) maintain make no modification or adverse change in any existing condition right, license, lease, contract, obligation, indebtedness, commitment, agreement, permit, franchise, concession or certificate relating to the Business or any other document or understanding listed on Schedule 3.30 and repair (ordinary wear and tear excepted), consistent with past practices, all equipment, fixtures and make no sale or other tangible personal property located on disposition of any right or privilege relating to the Real PropertyBusiness accruing to them of a value in excess of $10,000; (e) not authorize for issuance or issue and deliver any additional membership interests or securities convertible into or exchangeable for membership interests, or issue or grant any right, option or other commitment for confer with the issuance Buyer prior to implementing operational decisions of membership interestsa material nature related to the Business; (f) not amend or modify its articles otherwise report periodically to the Buyer regarding the operations and finances of organization or operating agreementthe Business; (g) not declare any dividend, pay or set aside for payment any dividend or other distribution or make any payment to any Member, officer or director or any Person no material changes in management personnel of the Business without prior consultation with whom any such Member or manager has any direct or indirect relation, other than the payment of salaries in the ordinary course of business and consistent with past practiceBuyer; (h) not (i) create, incur or assume any indebtedness secured by comply with all legal requirements and contractual obligations applicable to the Assets, (ii) grant, create, incur or suffer to exist any Lien on the Assets that did not exist on the date hereof, (iii) write-down the value of any asset or investment (including any Asset) on the books or records operations of the Seller, except for depreciation and amortization in the ordinary course of business and consistent with past practice, (iv) cancel any debt or waive any claim or right, (v) make any commitment for any capital expenditure to be made on or following the date hereof, (vi) enter into any Contract which cannot be cancelled by the Seller on notice of not longer than thirty (30) days and without liability or penalty of any kind, (vii) enter into any Contract which imposes, or purports to impose, any obligations or restrictions on any of its Affiliates, or (viii) settle or compromise any legal proceedings related to or in connection with the Seller’s businessBusiness; (i) not increase cooperate with the Buyer and assist the Buyer in any manner identifying the compensation ofgovernmental authorizations required by the Buyer to operate the Business from and after the Closing Date and in either transferring existing governmental authorizations of the Seller relating to the Business to the Buyer, where permissible, or enter into any obtaining new bonus or incentive agreement or arrangement with, any of its employees, officers, directors or consultants, except in governmental authorizations for the ordinary course of business to the extent consistent with past practice of the SellerBuyer; (j) not enter into make no borrowing or mortgage or pledge of any Employment Agreementof the properties or assets relating to the Business or the Purchased Assets and no sale or other disposition of any of the properties, rights, privileges or other assets relating to the Business or the Purchased Assets, otherwise than in the Ordinary Course of Business; (k) perform other than in all material respects all the Ordinary Course of its obligations under all Assumed Contracts Business, not contract for the purchase of any services, not acquire any machinery or equipment or other capital assets and Licensesnot execute any new lease or renew any existing lease relating to the Business for a cost in excess of $10,000 ; and in addition to the foregoing requirements of subsections (a) to (k), and without limiting their scope and effect the Seller shall use reasonable efforts not default to take any action or suffer to exist refrain from taking any event or condition that with notice or lapse action which would result in a breach of time or both could constitute a default under any Assumed Contract or License (except those being contested in good faith); (l) continue to maintain its books and records in accordance with GAAP consistently applied and on a basis consistent with past practice and not make any change in any of its accounting (or tax accounting) policiesrepresentations and warranties contained in this Agreement, practices or procedures; (m) continue its current cash and inventory management practices in shall cooperate with the ordinary course of business consistent with past practice; and (n) not authorize, or commit or agree Buyer and use reasonable efforts to take, any cause all of the foregoing actionsconditions to the obligations of the parties hereunder to be satisfied on or prior to the Closing Date.

Conduct of Business by the Seller. Except (i) as expressly permitted contemplated by this Agreement or the Transaction Documents, (ii) as provided in Section 7.1 of the Disclosure Schedule 7.1 or (iii) as required by a Governmental Authority of competent jurisdiction or by applicable Law, during the period commencing on Seller covenants that it shall, and shall cause the Subsidiaries to, and each Owner covenants that it shall cause the Seller and the Subsidiaries to, absent the prior written consent of the Buyer to the contrary, which consent shall not be unreasonably withheld or delayed, from and after the date hereof of this Agreement and ending on until the Closing Date, unless the Purchaser otherwise consents, the Seller shall (and the Members will cause the Seller to) conduct the Business except in the ordinary course, consistent with past practice and shallcase of Solutia to the extent limitations are imposed on Solutia as a result of Solutia having filed a petition for relief under the Bankruptcy Code: (a) use its commercially reasonable efforts consistent with good business judgment to (i) operate the Business in the ordinary course of business consistent with past practice, (ii) conduct, carry on, maintain and preserve intact the goodwill and business organization of the SellerBusiness, keep the officers and employees of the Seller available to the Purchaser and preserve the (iii) maintain its relationships and goodwill of the Seller with customerslicensors, suppliers, creditors, distributors, supplierscustomers, key employees and other Persons others having business relations relationships with the Seller; (b) maintain its existence and good standing Business in its jurisdiction the ordinary course of organization and in each jurisdiction listed on Schedule 4.1(b); (c) comply with all applicable Laws; (d) maintain in existing condition and repair (ordinary wear and tear excepted), business consistent with past practicespractice, (iv) maintain the Acquired Assets, as well as books of account, records and files related to the conduct of the Business and Employees, all equipment, fixtures and other tangible personal property located on the Real Property; (e) not authorize for issuance or issue and deliver any additional membership interests or securities convertible into or exchangeable for membership interests, or issue or grant any right, option or other commitment for the issuance of membership interests; (f) not amend or modify its articles of organization or operating agreement; (g) not declare any dividend, pay or set aside for payment any dividend or other distribution or make any payment to any Member, officer or director or any Person with whom any such Member or manager has any direct or indirect relation, other than the payment of salaries in the ordinary course of business and consistent with past practice; (h) not (i) create, incur or assume any indebtedness secured by practice and to make the Assetssame available in all material respects to the Buyer as of the Closing, (iiv) grant, create, incur or suffer to exist any Lien on maintain the Assets that did not exist on the date hereof, (iii) write-down the value of any asset or investment (including any Asset) on the books or records Inventory and insurance of the Seller, except for depreciation and amortization Business at levels that are in the ordinary course of business and consistent with past practice, (iv) cancel any debt or waive any claim or right, (v) make any commitment for any capital expenditure to be made on or following the date hereof, (vi) enter into any Contract which cannot be cancelled by the Seller on notice of not longer than thirty (30) days and without liability or penalty of any kindcomply in all material respects with all applicable Laws, (vii) enter into any Contract which imposes, or purports keep available to impose, any obligations or restrictions on any of its Affiliates, or the Buyer the Employees and (viii) settle or compromise not take any legal proceedings related to or in connection action primarily for the purpose and with the Seller’s businesseffect of increasing the Estimated Net Working Capital Excess Amount or Final Net Working Capital Excess Amount; (b) not: (i) not increase in cause to be issued or sold any manner debt or equity securities of any of the compensation ofSubsidiaries or issue, grant or enter into any new bonus options, warrants, rights, subscription agreements or incentive agreement commitments of any kind with respect thereto; (ii) directly or arrangement withindirectly cause to be purchased, redeemed or otherwise acquired or disposed of any equity of any of the Subsidiaries; (iii) split, combine or reclassify any of the outstanding capital stock or Equity Interest of any of the Subsidiaries; (iv) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization with respect to any of the Subsidiaries; (v) cause the Seller or any Subsidiary which is not, directly or indirectly, wholly owned by the Seller to declare, set aside or pay any dividend (other than cash dividends) or other distribution except for the distribution to its employeessecurityholders, officersas a capital account reduction, directors or consultants, except in of all amounts owed by either of the ordinary course of business Owners to the extent consistent with past practice Seller or any of the Seller; Subsidiaries; (jvi) not enter into incur, assume or guarantee any Employment Agreement; (k) perform in all material respects all Debt Obligations of its obligations under all Assumed Contracts and Licenses, and not default the Seller or suffer to exist any event or condition that with notice or lapse of time or both could constitute a default under any Assumed Contract or License (except those being contested in good faith); (l) continue to maintain its books and records in accordance with GAAP consistently applied and on a basis consistent with past practice and not make any change in any of its accounting (or tax accounting) policies, practices or procedures; (m) continue its current cash and inventory management practices the Subsidiaries other than in the ordinary course of business consistent with past practice; (vii) subject any Acquired Assets (real, personal or mixed, tangible or intangible) to any Encumbrance other than Permitted Encumbrances; (viii) permit or allow the sale, lease, transfer or disposition of any assets of the Seller or any of the Subsidiaries (real, personal or mixed, tangible or intangible) that would otherwise constitute Acquired Assets, other than transactions in the ordinary course of business; (ix) permit the Seller or any of the Subsidiaries to assume, guarantee, or otherwise become responsible for the obligations of, or make any loans or advances to, any other Person (other than a Seller or any of the Subsidiaries); (x) waive or release any rights of material value, or cancel, compromise, release or assign any material Debt Obligations owed to the Seller or any of the Subsidiaries; (xi) except for the capital expenditures set forth in Section 7.1(b) of the Disclosure Schedule, permit the Seller or any of the Subsidiaries to make any investment or expenditure of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; (xii) cancel or terminate any material insurance policy naming the Seller or any of the Subsidiaries as a beneficiary or a loss payable payee; (xiii) permit the Seller or any of the Subsidiaries to enter into any collective bargaining agreements, except for renewals or extensions of existing collective bargaining agreements, and with respect to such renewals and extensions the Seller shall keep the Buyer informed as to the status of, and shall consult with the Buyer as to the strategy for, all such negotiations; (xiv) other than (v) in the ordinary course of business, (w) in the case of new hires, (x) as required by any agreement in effect as of the date hereof (including this Agreement), or (y) as required by Law, (A) increase the compensation or fringe benefits of any officer who is then a current Employee, (B) enter into, terminate, adopt or materially amend any employment, change in control or severance agreement or any other Benefit Plan with or for the benefit of any Employee outside of the ordinary course or (C) hire any new Employee (other than to fill a vacancy or replace a terminated Employee); (xv) materially amend any organizational document of the Seller or any of the Subsidiaries (other than the Joint Venture Agreement, to the extent that any changes thereto do not have, and would not reasonably be expected to have a material adverse effect on the Acquired Assets, Assumed Liabilities, Business or the ability of the Seller, the Owners, the Buyer or ICL to consummate the transactions contemplated hereby without material delay); (xvi) make any material change in the accounting methods or practices of the Seller or any of the Subsidiaries (other than changes required by Law or GAAP); (xvii) enter into any contract by which the Business or any of the assets or properties of the Business that would otherwise be Acquired Assets would be bound or affected that restricts in any material respect the operation of the Business or the owner or operator of the Business from engaging in any line of business in any geographic area or competing with any Person, except Contracts entered into the ordinary course of business consistent with past practice with distributors of the Seller's products; (xviii) enter into any partnership, limited liability company or joint venture agreement between the Seller or any of the Subsidiaries, on the one hand, and any other Person, on the other hand; (xix) terminate or make any material amendment to a Material Contract; (xx) compromise, settle, grant any waiver or release relating to, or otherwise adjust, any right or claim or Proceeding having a value in the aggregate in excess of one million dollars ($1,000,000), or that imposes non-monetary relief that has, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, in each case other than any Proceeding the liability in respect of which shall be assumed or retained by the Seller, any Subsidiary, an Owner or an Affiliate of an Owner following the Closing; (xxi) make any change to an accounting method for Tax purposes for any Subsidiary or make any Tax election for any Subsidiary other than in accordance with past practice, except in each case as required in accordance with GAAP or applicable Law; or (xxii) authorize, agree or commit to do any of the foregoing; and (nc) not authorize, take or commit omit to take any action which if taken or agree omitted prior to take, the date hereof would reasonably be expected to result in any of the foregoing actionsoccurrences or events set forth in Section 2.8 hereof. From the date hereof until the Closing, the Seller shall advise and consult with the Buyer regarding any material change or any proposed material change in capital expenditures, inventory, receivables or prepaid expenses from the applicable level specified in the Seller's 2005 forecast previously furnished to the Buyer, reasonably promptly after Seller has Knowledge of any such change or proposed change.

Conduct of Business by the Seller. Except as expressly permitted by this Agreement or Schedule 7.1 or as required by applicable Law, during For the period commencing on the date hereof and ending on the first to occur of the Closing Date or the Termination Date, unless the Purchaser otherwise consents, the Seller shall (and the Members Partner Parties will cause the Seller to) conduct the Business ), except as expressly required hereby, except in the ordinary course, course of business consistent with past practice and shallpractices or except as otherwise consented to in advance in writing by the Purchaser: (a) use its commercially reasonable efforts to preserve intact the goodwill and business organization of the Seller, keep the officers officers, directors, employees and employees independent contractors of the Seller available to the Purchaser and preserve the relationships and goodwill of the Seller with customers, distributors, suppliers, employees employees, and contractors (including, without limitation, physicians, examiners, and medical assistants) and other Persons having business relations with the Seller; (b) maintain its existence and good standing in its jurisdiction of organization and in each jurisdiction listed on Schedule 4.1(b4.1(a); (c) comply with all applicable Laws; (d) maintain in existing condition and repair (ordinary wear and tear excepted), consistent with past practices, all buildings, offices, shops and other structures located on the Leased Real Property, and all equipment, fixtures and other tangible personal property located on the Leased Real Property; (e) not authorize for issuance or issue and deliver any additional membership partnership interests or securities convertible into or exchangeable for membership partnership interests, or issue or grant any right, option or other commitment for the issuance of membership partnership interests or of such securities, or split, combine or reclassify any partnership interests, and not otherwise admit any other Person as a partner of the Seller; (f) not amend or modify its articles of organization or operating agreementpartnership agreement except as disclosed to the Purchaser; (g) not declare any dividenddistribution, pay or set aside for payment any dividend or other distribution or make any payment to any MemberPartner Party, an officer or director or any Person with whom any such Member Partner Party, officer or manager director has any direct or indirect relation, other than the payment of salaries in the ordinary course of business and consistent with past practicepractices; provided, that, notwithstanding the foregoing, the Seller may make such payments or distributions to the extent such payments or distributions do not reduce the amount of cash to below $50,000 at Closing; (h) not create any subsidiary, acquire any capital stock or other equity securities of any Person or acquire any equity or ownership interest in any Person; (i) not dispose of or permit to lapse any ownership and/or right to the use of any material patent, trademark, trade name, service xxxx, license or copyright of the Seller (including any of the Seller Intellectual Property), or dispose of or disclose to any Person, any material Confidential Information; (j) protect, defend and maintain the ownership, validity and registration of the Seller Intellectual Property, and not allow any of the Registered Intellectual Property to be abandoned, forfeited, cancelled, expunged and/or dedicated to the public; (k) not (i) create, incur or assume any indebtedness secured by the Assets, (ii) grant, create, incur or suffer to exist any Lien on the Assets that did not exist on the date hereof, (iii) write-down the value of any asset or investment (including any Asset) on the books or records of the Seller, except for depreciation and amortization in the ordinary course of business and consistent with past practicepractices, (iv) cancel any debt or waive any claim or right, (v) make any commitment for any capital expenditure to be made on or following the date hereofhereof in excess of $10,000 in the case of any single expenditure or $50,000 in the case of all capital expenditures, (vi) enter into any Contract which cannot be cancelled by the Seller on notice of not longer than thirty (30) days and without liability or penalty of any kind, (vii) enter into any Contract which imposes, or purports to impose, any obligations or restrictions on any of its Affiliates, or (viii) settle or compromise any legal proceedings related to or in connection with the Seller’s business; (l) not (i) not increase in any manner the compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of its employees, officers, directors or consultants, except (ii) pay or agree to pay any additional pension, retirement allowance or other employee benefit under any Seller Benefit Plan to any of its employees or consultants, whether past or present, except, in case of each of (i) and (ii), in the ordinary course of business to the extent consistent with past practice practices of the Seller; (jm) not adopt, amend or terminate any Seller Benefit Plan or increase the benefits provided under any Seller Benefit Plan, or promise or commit to undertake any of the foregoing in the future; (n) not enter into a collective bargaining agreement; (o) not enter into any Employment Agreement, other than any Employment Agreement entered into under Section 7.1(l); (kp) not enter into any Medical Consulting Agreement except in the ordinary course of business consistent with past practices, on terms reasonably satisfactory to the Purchaser; (q) perform in all material respects all of its obligations under all Assumed Contracts (including, without limitation, the Leases) and Licenses, and not default or suffer to exist any event or condition that with notice or lapse of time or both could would constitute a default under any Assumed Contract or License (except those being contested in good faith); (lr) not renew, terminate or extend, or materially amend or otherwise modify, or waive any right under, any Assumed Contract; (s) not acquire any interest, directly or indirectly, in any real property; (t) not increase any reserves for contingent liabilities (excluding any adjustment to bad debt reserves in the ordinary course of business consistent with past practices); (u) maintain in full force and effect and in the same amounts policies of insurance comparable in amount and scope of coverage to that maintained as of the date hereof by or on behalf of the Seller; (v) continue to maintain its books and records in accordance with GAAP consistently applied and on a basis consistent with past practice practice, and not make any material change in any of its accounting (or tax accounting) policies, practices or procedures, except as may be required as a result of any change in Law or accounting practice in Canada; (mw) subject to Section 7.1(g), continue its current cash and inventory management practices in the ordinary course of business consistent with past practicepractices; (x) not dispose of, expunge, modify, destroy, transfer, or otherwise damage the Confidential Information, Intellectual Property, another data or information relating to or concerning the Seller’s Customers and Suppliers; and (ny) not authorize, or commit or agree to take, any of the foregoing actions.

Conduct of Business by the Seller. Except Pending the Closing. The Seller covenants and agrees that, except (i) as expressly permitted contemplated by this Agreement or Agreement, (ii) as disclosed in Schedule 7.1 or 5.3 of the Seller Disclosure Schedule, (iii) with the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, (iv) as required by applicable Lawthe Bankruptcy Court or otherwise approved by the Bankruptcy Court or (v) to the extent required by the lenders in connection with the Financing, during the period commencing on after the date hereof and ending on prior to the Closing Date, unless the Purchaser otherwise consents, the Seller shall (and the Members will cause the Seller to) conduct the Business in the ordinary course, consistent with past practice and shall: (a) the Seller shall, and shall cause the Business Subs to, use its commercially reasonable efforts to preserve intact conduct the goodwill and business organization of the Seller, keep the officers and employees of the Seller available to the Purchaser and preserve the relationships and goodwill of the Seller with customers, distributors, suppliers, employees and other Persons having business relations with the Seller; (b) maintain its existence and good standing in its jurisdiction of organization and in each jurisdiction listed on Schedule 4.1(b); (c) comply with all applicable Laws; (d) maintain in existing condition and repair (ordinary wear and tear excepted), consistent with past practices, all equipment, fixtures and other tangible personal property located on the Real Property; (e) not authorize for issuance or issue and deliver any additional membership interests or securities convertible into or exchangeable for membership interests, or issue or grant any right, option or other commitment for the issuance of membership interests; (f) not amend or modify its articles of organization or operating agreement; (g) not declare any dividend, pay or set aside for payment any dividend or other distribution or make any payment to any Member, officer or director or any Person with whom any such Member or manager has any direct or indirect relation, other than the payment of salaries Business only in the ordinary course of business and consistent with past practice; (h) not (i) create, incur or assume any indebtedness secured by the Assets, (ii) grant, create, incur or suffer to exist any Lien on the Assets that did not exist on the date hereof, (iii) write-down the value of any asset or investment (including any Asset) on the books or records of the Seller, except for depreciation and amortization in the ordinary course of business and consistent with past practice, (iv) cancel any debt or waive any claim or right, (v) make any commitment for any capital expenditure to be made on or following the date hereof, (vi) enter into any Contract which cannot be cancelled by the Seller on notice of not longer than thirty (30) days and without liability or penalty of any kind, (vii) enter into any Contract which imposes, or purports to impose, any obligations or restrictions on any of its Affiliates, or (viii) settle or compromise any legal proceedings related to or in connection with the Seller’s business; (i) not increase in any manner the compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of its employees, officers, directors or consultants, except in the ordinary course of business to the extent consistent with past practice of the Seller; (j) not enter into any Employment Agreement; (k) perform in all material respects all of its obligations under all Assumed Contracts and Licenses, and not default or suffer to exist any event or condition that with notice or lapse of time or both could constitute a default under any Assumed Contract or License (except those being contested in good faith); (l) continue to maintain its books and records in accordance with GAAP consistently applied and on a basis consistent with past practice and not make any change in any of its accounting (or tax accounting) policies, practices or procedures; (m) continue its current cash and inventory management practices in the ordinary course of business consistent with past practice; and (nb) the Seller shall not, and shall cause the Selling Subs not authorizeto, take the following actions with respect to the Transferred Subs, the Business and the Acquired Assets: (i) any amendment, supplement, termination or cancellation of the articles of incorporation or bylaws or similar organizational documents of the Seller or a Business Sub; (ii) a pledge, mortgage, acquisition, sale, lease or disposition of a material portion of the Acquired Assets or the assets or properties of a Transferred Sub except in the ordinary course; (iii) any increases in, or commit or agree additions to, the compensation payable to take, any of the Transferred Employees or any employees of the Transferred Subs, including pursuant to a Seller Plan, other than in the ordinary course or pursuant to existing Seller Plans or arrangements; (iv) a material failure to maintain books, records and accounts of the Seller, any Transferred Sub or the Business in the ordinary course consistent with the Seller’s current practices; (v) a material failure to comply with the requirements of applicable Environmental Laws or the CAFO; (vi) the issuance or sale of any additional shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire the shares of, the capital stock or equity or membership interests of any Transferred Sub, other than an issuance or sale of such of the foregoing actionsto the Seller or one of the Selling Subs; (vii) except pursuant to the Financing (A) the incurrence or assumption of any long-term or short-term debt or the issuance of any debt securities by a Transferred Sub except for borrowings under existing lines of credit or from the Seller in the ordinary course; (B) the assumption, guarantee, endorsement or otherwise becoming liable or responsible (whether directly, contingently or otherwise) by a Transferred Sub for the material obligations of any other Person except in the ordinary course in an amount not material to the Business; or (C) the making by a Transferred Sub of any material loans, advances or capital contributions to, or investments in, any other Person, in each case other than in the ordinary course or if not material; (viii) the acquisition or disposition by a Transferred Sub (by merger, consolidation or acquisition of stock or assets) of any corporation, partnership or other business organization or division thereof or any equity interest therein (other than in the ordinary course); (ix) a material change of any of the accounting methods used by the Seller or a Business Sub unless required by GAAP or applicable law; and (x) the authorization or entering into an agreement to do any of the foregoing.

Conduct of Business by the Seller. Except as expressly permitted by this Agreement or Schedule 7.1 or as required by applicable Law, during For the period commencing on the date hereof and ending on the first to occur of the Closing Date or the Termination Date, unless the Purchaser otherwise consents, the Seller shall (and the Members Shareholder Parties will cause the Seller to) conduct the Business ), except as expressly required hereby, except in the ordinary course, course of business consistent with past practice and shallpractices or except as otherwise consented to in advance in writing by the Purchaser: (a) use its commercially reasonable efforts to preserve intact the goodwill and business organization of the Seller, keep the officers officers, directors, employees and employees independent contractors of the Seller available to the Purchaser and preserve the relationships and goodwill of the Seller with customers, distributors, suppliers, employees employees, and contractors (including, without limitation, physicians, examiners, and medical assistants) and other Persons having business relations with the Seller; (b) maintain its existence and good standing in its jurisdiction of organization and in each jurisdiction listed on Schedule 4.1(b4.1(a); (c) comply with all applicable Laws; (d) maintain in existing condition and repair (ordinary wear and tear excepted), consistent with past practices, all buildings, offices, shops and other structures located on the Leased Real Property, and all equipment, fixtures and other tangible personal property located on the Leased Real Property; (e) not authorize for issuance or issue and deliver any additional membership interests shares of its capital stock or securities convertible into or exchangeable for membership interestsshares of its capital stock, or issue or grant any right, option or other commitment for the issuance of membership interestsshares of its capital stock or of such securities, or split, combine or reclassify any shares of its capital stock; (f) not amend or modify its articles of organization or operating agreementbylaws; (g) not declare any dividend, pay or set aside for payment any dividend or other distribution or make any payment to any MemberShareholder Party, an officer or director or any Person with whom any such Member Shareholder Party, officer or manager director has any direct or indirect relation, other than the payment of salaries in the ordinary course of business and consistent with past practicepractices; provided, that, notwithstanding the foregoing, the Seller may make such payments or distributions to the extent such payments or distributions do not reduce the amount of cash to below $50,000 at Closing; (h) not create any subsidiary, acquire any capital stock or other equity securities of any Person or acquire any equity or ownership interest in any Person; (i) not dispose of or permit to lapse any ownership and/or right to the use of any material patent, trademark, trade name, service xxxx, license or copyright of the Seller (including any of the Seller Intellectual Property), or dispose of or disclose to any Person, any material Confidential Information; (j) protect, defend and maintain the ownership, validity and registration of the Seller Intellectual Property, and not allow any of the Registered Intellectual Property to be abandoned, forfeited, cancelled, expunged and/or dedicated to the public; (k) not (i) create, incur or assume any indebtedness secured by the Assets, (ii) grant, create, incur or suffer to exist any Lien on the Assets that did not exist on the date hereof, (iii) write-down the value of any asset or investment (including any Asset) on the books or records of the Seller, except for depreciation and amortization in the ordinary course of business and consistent with past practicepractices, (iv) cancel any debt or waive any claim or right, (v) make any commitment for any capital expenditure to be made on or following the date hereofhereof in excess of $10,000 in the case of any single expenditure or $50,000 in the case of all capital expenditures, (vi) enter into any Contract which cannot be cancelled by the Seller on notice of not longer than thirty (30) days and without liability or penalty of any kind, (vii) enter into any Contract which imposes, or purports to impose, any obligations or restrictions on any of its Affiliates, or (viii) settle or compromise any legal proceedings related to or in connection with the Seller’s business; (l) not (i) not increase in any manner the compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of its employees, officers, directors or consultants, except (ii) pay or agree to pay any additional pension, retirement allowance or other employee benefit under any Seller Benefit Plan to any of its employees or consultants, whether past or present, except, in case of each of (i) and (ii), in the ordinary course of business to the extent consistent with past practice practices of the Seller; (jm) not adopt, amend or terminate any Seller Benefit Plan or increase the benefits provided under any Seller Benefit Plan, or promise or commit to undertake any of the foregoing in the future; (n) not enter into a collective bargaining agreement; (o) not enter into any Employment Agreement, other than any Employment Agreement entered into under Section 7.1(l); (kp) not enter into any Medical Consulting Agreement except in the ordinary course of business consistent with past practices, on terms reasonably satisfactory to the Purchaser; (q) perform in all material respects all of its obligations under all Assumed Contracts (including, without limitation, the Leases) and Licenses, and not default or suffer to exist any event or condition that with notice or lapse of time or both could would constitute a default under any Assumed Contract or License (except those being contested in good faith); (lr) not renew, terminate or extend, or materially amend or otherwise modify, or waive any right under, any Assumed Contract; (s) not acquire any interest, directly or indirectly, in any real property; (t) not increase any reserves for contingent liabilities (excluding any adjustment to bad debt reserves in the ordinary course of business consistent with past practices); (u) maintain in full force and effect and in the same amounts policies of insurance comparable in amount and scope of coverage to that maintained as of the date hereof by or on behalf of the Seller; (v) continue to maintain its books and records in accordance with GAAP consistently applied and on a basis consistent with past practice practice, and not make any material change in any of its accounting (or tax accounting) policies, practices or procedures, except as may be required as a result of any change in Law or accounting practice in Canada; (mw) subject to Section 7.1(g), continue its current cash and inventory management practices in the ordinary course of business consistent with past practicepractices; (x) not dispose of, expunge, modify, destroy, transfer, or otherwise damage the Confidential Information, Intellectual Property, another data or information relating to or concerning the Seller’s Customers and Suppliers; and (ny) not authorize, or commit or agree to take, any of the foregoing actions.

Conduct of Business by the Seller. Except (i) as expressly permitted contemplated by this Agreement or the Transaction Documents, (ii) as provided in Section 7.1 of the Disclosure Schedule 7.1 or (iii) as required by a Governmental Authority of competent jurisdiction or by applicable Law, during the period commencing on Seller covenants that it shall, and shall cause the Subsidiaries to, and each Owner covenants that it shall cause the Seller and the Subsidiaries to, absent the prior written consent of the Buyer to the contrary, which consent shall not be unreasonably withheld or delayed, from and after the date hereof of this Agreement and ending on until the Closing Date, unless the Purchaser otherwise consents, the Seller shall (and the Members will cause the Seller to) conduct the Business except in the ordinary course, consistent with past practice and shallcase of Solutia to the extent limitations are imposed on Solutia as a result of Solutia having filed a petition for relief under the Bankruptcy Code: (a) use its commercially reasonable efforts consistent with good business judgment to (i) operate the Business in the ordinary course of business consistent with past practice, (ii) conduct, carry on, maintain and preserve intact the goodwill and business organization of the SellerBusiness, keep the officers and employees of the Seller available to the Purchaser and preserve the (iii) maintain its relationships and goodwill of the Seller with customerslicensors, suppliers, creditors, distributors, supplierscustomers, key employees and other Persons others having business relations relationships with the Seller; (b) maintain its existence and good standing Business in its jurisdiction the ordinary course of organization and in each jurisdiction listed on Schedule 4.1(b); (c) comply with all applicable Laws; (d) maintain in existing condition and repair (ordinary wear and tear excepted), business consistent with past practicespractice, (iv) maintain the Acquired Assets, as well as books of account, records and files related to the conduct of the Business and Employees, all equipment, fixtures and other tangible personal property located on the Real Property; (e) not authorize for issuance or issue and deliver any additional membership interests or securities convertible into or exchangeable for membership interests, or issue or grant any right, option or other commitment for the issuance of membership interests; (f) not amend or modify its articles of organization or operating agreement; (g) not declare any dividend, pay or set aside for payment any dividend or other distribution or make any payment to any Member, officer or director or any Person with whom any such Member or manager has any direct or indirect relation, other than the payment of salaries in the ordinary course of business and consistent with past practice; (h) not (i) create, incur or assume any indebtedness secured by practice and to make the Assetssame available in all material respects to the Buyer as of the Closing, (iiv) grant, create, incur or suffer to exist any Lien on maintain the Assets that did not exist on the date hereof, (iii) write-down the value of any asset or investment (including any Asset) on the books or records Inventory and insurance of the Seller, except for depreciation and amortization Business at levels that are in the ordinary course of business and consistent with past practice, (iv) cancel any debt or waive any claim or right, (v) make any commitment for any capital expenditure to be made on or following the date hereof, (vi) enter into any Contract which cannot be cancelled by the Seller on notice of not longer than thirty (30) days and without liability or penalty of any kindcomply in all material respects with all applicable Laws, (vii) enter into any Contract which imposes, or purports keep available to impose, any obligations or restrictions on any of its Affiliates, or the Buyer the Employees and (viii) settle or compromise not take any legal proceedings related to or in connection action primarily for the purpose and with the Seller’s businesseffect of increasing the Estimated Net Working Capital Excess Amount or Final Net Working Capital Excess Amount; (b) not: (i) not increase in cause to be issued or sold any manner debt or equity securities of any of the compensation ofSubsidiaries or issue, grant or enter into any new bonus options, warrants, rights, subscription agreements or incentive agreement commitments of any kind with respect thereto; (ii) directly or arrangement withindirectly cause to be purchased, redeemed or otherwise acquired or disposed of any equity of any of the Subsidiaries; (iii) split, combine or reclassify any of the outstanding capital stock or Equity Interest of any of the Subsidiaries; (iv) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization with respect to any of the Subsidiaries; (v) cause the Seller or any Subsidiary which is not, directly or indirectly, wholly owned by the Seller to declare, set aside or pay any dividend (other than cash dividends) or other distribution except for the distribution to its employeessecurityholders, officersas a capital account reduction, directors or consultants, except in of all amounts owed by either of the ordinary course of business Owners to the extent consistent with past practice Seller or any of the Seller; Subsidiaries; (jvi) not enter into incur, assume or guarantee any Employment Agreement; (k) perform in all material respects all Debt Obligations of its obligations under all Assumed Contracts and Licenses, and not default the Seller or suffer to exist any event or condition that with notice or lapse of time or both could constitute a default under any Assumed Contract or License (except those being contested in good faith); (l) continue to maintain its books and records in accordance with GAAP consistently applied and on a basis consistent with past practice and not make any change in any of its accounting (or tax accounting) policies, practices or procedures; (m) continue its current cash and inventory management practices the Subsidiaries other than in the ordinary course of business consistent with past practice; (vii) subject any Acquired Assets (real, personal or mixed, tangible or intangible) to any Encumbrance other than Permitted Encumbrances; (viii) permit or allow the sale, lease, transfer or disposition of any assets of the Seller or any of the Subsidiaries (real, personal or mixed, tangible or intangible) that would otherwise constitute Acquired Assets, other than transactions in the ordinary course of business; (ix) permit the Seller or any of the Subsidiaries to assume, guarantee, or otherwise become responsible for the obligations of, or make any loans or advances to, any other Person (other than a Seller or any of the Subsidiaries); (x) waive or release any rights of material value, or cancel, compromise, release or assign any material Debt Obligations owed to the Seller or any of the Subsidiaries; (xi) except for the capital expenditures set forth in Section 7.1(b) of the Disclosure Schedule, permit the Seller or any of the Subsidiaries to make any investment or expenditure of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; (xii) cancel or terminate any material insurance policy naming the Seller or any of the Subsidiaries as a beneficiary or a loss payable payee; (xiii) permit the Seller or any of the Subsidiaries to enter into any collective bargaining agreements, except for renewals or extensions of existing collective bargaining agreements, and with respect to such renewals and extensions the Seller shall keep the Buyer informed as to the status of, and shall consult with the Buyer as to the strategy for, all such negotiations; (xiv) other than (v) in the ordinary course of business, (w) in the case of new hires, (x) as required by any agreement in effect as of the date hereof (including this Agreement), or (y) as required by Law, (A) increase the compensation or fringe benefits of any officer who is then a current Employee, (B) enter into, terminate, adopt or materially amend any employment, change in control or severance agreement or any other Benefit Plan with or for the benefit of any Employee outside of the ordinary course or (C) hire any new Employee (other than to fill a vacancy or replace a terminated Employee); (xv) materially amend any organizational document of the Seller or any of the Subsidiaries (other than the Joint Venture Agreement, to the extent that any changes thereto do not have, and would not reasonably be expected to have a material adverse effect on the Acquired Assets, Assumed Liabilities, Business or the ability of the Seller, the Owners, the Buyer or ICL to consummate the transactions contemplated hereby without material delay); (xvi) make any material change in the accounting methods or practices of the Seller or any of the Subsidiaries (other than changes required by Law or GAAP); (xvii) enter into any contract by which the Business or any of the assets or properties of the Business that would otherwise be Acquired Assets would be bound or affected that restricts in any material respect the operation of the Business or the owner or operator of the Business from engaging in any line of business in any geographic area or competing with any Person, except Contracts entered into the ordinary course of business consistent with past practice with distributors of the Seller’s products; (xviii) enter into any partnership, limited liability company or joint venture agreement between the Seller or any of the Subsidiaries, on the one hand, and any other Person, on the other hand; (xix) terminate or make any material amendment to a Material Contract; (xx) compromise, settle, grant any waiver or release relating to, or otherwise adjust, any right or claim or Proceeding having a value in the aggregate in excess of one million dollars ($1,000,000), or that imposes non-monetary relief that has, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, in each case other than any Proceeding the liability in respect of which shall be assumed or retained by the Seller, any Subsidiary, an Owner or an Affiliate of an Owner following the Closing; (xxi) make any change to an accounting method for Tax purposes for any Subsidiary or make any Tax election for any Subsidiary other than in accordance with past practice, except in each case as required in accordance with GAAP or applicable Law; or (xxii) authorize, agree or commit to do any of the foregoing; and (nc) not authorize, take or commit omit to take any action which if taken or agree omitted prior to take, the date hereof would reasonably be expected to result in any of the foregoing actionsoccurrences or events set forth in Section 2.8 hereof. From the date hereof until the Closing, the Seller shall advise and consult with the Buyer regarding any material change or any proposed material change in capital expenditures, inventory, receivables or prepaid expenses from the applicable level specified in the Seller’s 2005 forecast previously furnished to the Buyer, reasonably promptly after Seller has Knowledge of any such change or proposed change.