Common use of Conduct of Business; Certain Actions Clause in Contracts

Conduct of Business; Certain Actions. Except as set forth on Schedule 2.4 attached hereto, since March 31, 2002, to the actual knowledge without due inquiry of the Sellers, the Company has conducted its business and operations of the business in the ordinary course of business and consistent with its past practices and has not (a) engaged in any action requiring consent of the managers under either the Texas Limited Liability Company Act or the Company's Regulations, (b) purchased or retired any indebtedness, or purchased, retired, or redeemed any ownership interest from, any manager, member, officer, employee or affiliate of the Company, or engaged in any other transaction that involves or requires distributions of money or other assets from the Company to any manager, member, officer, employee or affiliate of the Company if such other transaction is not done in the ordinary course of business or is not consistent with past practices of the Company, (c) increased the compensation of any managers, members, officers, employees, agents, contractors, vendors or other parties, except for increases made in the ordinary course of business and consistent with the past practices of the Company, (d) made or committed to make any capital expenditures, or incurred or committed to incur any debt or obligation, exceeding $10,000 individually or $25,000 in the aggregate, except in the ordinary course of business consistent with past practices, (e) except in the ordinary course of business consistent with past practices, sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,000, (f) discharged or satisfied any lien or encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business consistent with past practices, (g) made or guaranteed any loans or advances to any party whatsoever, (h) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible, (i) canceled, waived, or released any of its debts, rights, or claims against third parties other than settlement of accounts recorded in the ordinary course of business to the extent such accounts are satisfied in accordance with their original terms, (j) made or paid any severance or termination payment to any manager, member, officer, employee, agent, contractor, vendor or consultant, (k) made any change in its method of accounting, (l) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (m) made, entered into, amended, or terminated any written employment contract, created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under ERISA to any person or entity, (n) amended, terminated or experienced a termination of any material contract, material agreement, material lease, material franchise, or material license to which it is a party, (o) made any distributions, in cash or in kind, to its members, or to any person or entity related to or affiliated therewith, in any capacity, except such distributions as are made in the ordinary course of the Company's business consistent with past practices, (p) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(o) of this Section, (q) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (r) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employees, or (s) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, it.

Conduct of Business; Certain Actions. Except as set forth on Schedule 2.4 5.7 attached hereto, since March 31September 30, 2002, to the actual knowledge without due inquiry of the Sellers2001, the Company has conducted its business and operations of the business in the ordinary course Ordinary Course of business and consistent with its past practices Business and has not not: (a) engaged in paid or declared any action requiring consent of the managers under either the Texas Limited Liability Company Act dividend or the Company's Regulations, (b) distribution or purchased or retired any indebtednessindebtedness from any shareholder thereof, or (ii) purchased, retired, retired or redeemed any ownership interest from, capital stock of the Company from any manager, member, officer, employee shareholder or affiliate (iii) issued or became obligated to issue any shares of capital stock of the Company or any security convertible into or exchangeable for capital stock of the Company, or engaged in any other transaction that involves or requires distributions of money or other assets from the Company to any manager, member, officer, employee or affiliate of the Company if such other transaction is not done in the ordinary course of business or is not consistent with past practices of the Company, ; (cb) increased the compensation of any managersof the directors, membersofficers or key employees of, officersor consultants to, employees, agents, contractors, vendors or other partiesthe Company or, except for wage and salary increases made in the ordinary course Ordinary Course of business and consistent with Business, increased the past practices compensation of any other employees of the Company, ; (c) made any capital expenditures in excess of $50,000 in the aggregate; (d) made entered into any Contract on or committed prior to make the date hereof relating to any capital expenditures, acquisition or incurred disposition of any assets or committed to incur any debt or obligation, exceeding business in excess of $10,000 individually or $25,000 50,000 in the aggregate, except in the ordinary course of business consistent with past practices, ; (e) except in the ordinary course of business consistent with past practices, sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,000, (f) discharged or satisfied any lien or encumbrance material Lien or paid any obligation or liabilitymaterial Liability, absolute or contingent, other than current liabilities Liabilities incurred and paid in the ordinary course Ordinary Course of business consistent with past practices, Business; (f) entered into any settlement or compromise of any individual claim or Action requiring a payment in excess of $25,000; (g) made or guaranteed any loans or advances to any party whatsoever, Person whatsoever (excluding travel and other business advances in the Ordinary Course of Business); (h) suffered or permitted any lien, security interest, claim, charge, or other encumbrance Lien to arise or be granted or created against or upon any of its assetsthe assets of the Company, real or personal, tangible or intangible, other than Permitted Liens; (i) canceled, waived, released or released forgiven any of its debtsdebts or obligations of, or rights, claims or claims against Actions against, third parties other than settlement of accounts recorded in the ordinary course of business to the extent such accounts are satisfied in accordance with their original terms, parties; (j) amended the Company's Charter or bylaws; (k) made or paid any severance or termination payment to any manager, member, officer, employee, agent, contractor, vendor employees or consultant, consultants in excess of $15,000 in the aggregate; (kl) made any change in its method methods of accounting, financial or Tax accounting of the Company; (lm) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, Person; (mn) made, entered into, amended, amended or terminated any written employment contractor consulting Contract, created, made, amended, amended or terminated any bonus, stock option, pension, retirement, profit sharing, sharing or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability Liability under Article IV of ERISA to any person or entity, Person; (no) amended, terminated amended a material term or experienced a termination of any material contract, material agreement, material lease, material franchise, or material license to which it is a party, (o) made any distributions, in cash or in kind, to its members, or to any person or entity related to or affiliated therewith, in any capacity, except such distributions as are made in the ordinary course of the Company's business consistent with past practices, Material Contract; (p) entered into any contract, commitment, agreement, or understanding other material transactions except in the Ordinary Course of Business; (q) agreed to do any acts described in the foregoing clauses (a)-(oa)-(r) of this Section, Section 5.7; (qr) suffered any material damage, destruction, or loss Loss (whether or not covered by insurance) to any assets, assets of the Company; (rs) experienced any strike, slowdown, slowdown or demand for recognition by a labor organization by or with respect to any of its employees, or the employees of the Company; or (st) experienced any event or effected any shutdown, slow-down, condition that has had or cessation of any operations conducted by, or constituting part of, itcould reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Certain Actions. Except as set forth on Schedule 2.4 attached hereto2.7, since March 31January 1, 20022001, to the actual knowledge without due inquiry each of the Sellers, the Company and its Subsidiaries has conducted its business and operations of the business in the ordinary course of business and consistent with its past practices and neither the Company nor its Subsidiaries has not since January 1, 2001: (a) engaged in paid or declared any action requiring consent of the managers under either the Texas Limited Liability Company Act dividend or the Company's Regulations, (b) distribution or purchased or retired any indebtednessindebtedness from any stockholder thereof, or directly or indirectly purchased, retired, retired or redeemed any ownership interest from, capital stock from any manager, member, officer, employee or affiliate of the Company, or engaged in any other transaction that involves or requires distributions of money or other assets from the Company to any manager, member, officer, employee or affiliate of the Company if such other transaction is not done in the ordinary course of business or is not consistent with past practices of the Company, stockholder; (cb) increased the compensation of or paid any managersbonuses to any of the directors, membersofficers or employees of, officersor consultants to, employees, agents, contractors, vendors the Company or other partiesany such Subsidiaries except pursuant to scheduled performance reviews or, except for wage and salary increases made in the ordinary course of business and consistent with past practices, increased the past practices compensation of any other employees of the Company, Company or any such Subsidiaries; (dc) made or committed to make any capital expenditures, or incurred or committed to incur any debt or obligation, exceeding expenditures in excess of $10,000 individually or $25,000 50,000 in the aggregate, except in the ordinary course of business consistent with past practices, ; (ed) except in the ordinary course of business consistent with past practices, sold any asset (or any group of related assets) to any director, officer or employee of the Company or any of its Subsidiaries; (e) sold any asset to any person other than a director, officer or employee of the Company or any of its Subsidiaries, in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,00050,000, except for sales of inventory in the ordinary course of business and consistent with past practices; (f) leased, licensed or granted to any third person any rights in any of its assets or properties except in the ordinary course of business and consistent with past practices; (g) revalued any of its assets; (h) discharged or satisfied any lien or encumbrance Lien or paid any obligation obligations or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business and consistent with past practices; (i) failed to pay any accounts payable of the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice; (j) accelerated the collection of, or sold or otherwise transferred, any accounts receivable of the Company or any of its Subsidiaries; (gk) made or guaranteed any loans or advances to any party whatsoever, person; (h) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible, (il) canceled, waived, released, or released forgiven any debts or obligations of, or rights or claims against, third persons; (m) amended the Company's certificate of incorporation or bylaws of the Company or the charter documents or bylaws of any of its debts, rights, or claims against third parties other than settlement of accounts recorded in the ordinary course of business to the extent such accounts are satisfied in accordance with their original terms, Subsidiaries; (jn) made or paid any severance or termination payment to any manager, member, officer, employee, agent, contractor, vendor employee or consultant, consultant of the Company or any of its Subsidiaries in excess of $25,000 in the aggregate per person; (ko) made any change in its method of accounting, financial or Tax accounting principles or methods; (lp) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, ; (mq) made, entered into, amended, amended or terminated any written employment or consulting contract, created, made, amended, amended or terminated any bonus, stock optionoption (pursuant to or outside of the Stock Option Plan), pension, retirement, profit sharing, sharing or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986Code), as amended (the "Code")) so as to create any liability under Article IV of ERISA to any person entity; provided, further, the Company shall take all commercially reasonable corrective action that Parent deems reasonably necessary in regards to any employee visa or entity, other immigration issues. (nr) amended, terminated amended or experienced a termination of any material contract, material agreement, material lease, material franchise, or material license to which it is a party, (o) made any distributions, in cash or in kind, to its members, or to any person or entity related to or affiliated therewith, in any capacity, except such distributions as are made in the ordinary course of the Company's business consistent with past practices, (p) entered into any contract, commitment, agreement, lease, franchise or understanding license required to be listed on Schedule 2.15; (s) agreed to do and except with respect to the transaction contemplated hereof or as described in Schedule 4.3(a), is not currently involved in negotiations to do any acts described in the foregoing clauses (a)-(oa)-(r) of this Section, Section 2.7; (qt) suffered any material damage, destruction, destruction or loss (whether or not covered by insurance) to any assetsmaterial assets of the Company or any of its Subsidiaries; (u) made or revoked any Tax election that could reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries, or compromised or settled any material Tax liability; (rv) experienced any strike, slowdown, slowdown or demand for recognition by a labor organization by or with in respect to of any of the employees of the Company or any of its employees, or Subsidiaries; or (sw) experienced any event or effected any shutdown, slow-down, condition that has had or cessation of any operations conducted by, or constituting part of, itwould be reasonably likely to have a Material Adverse Effect.

Conduct of Business; Certain Actions. Except as set forth on Schedule 2.4 SCHEDULE 3.6 attached hereto, since March July 31, 2002, to the actual knowledge without due inquiry of the Sellers1995, the Company Seller has conducted its business and operations of the business in the ordinary course of business and consistent with its past practices and has not (a) engaged in any action requiring consent of the managers under either the Texas Limited Liability Company Act or the Company's Regulations, (b) purchased or retired any indebtedness, or purchased, retired, or redeemed any ownership interest from, any manager, member, officer, employee or affiliate of the Company, or engaged in any other transaction that involves or requires distributions of money or other assets from the Company to any manager, member, officer, employee or affiliate of the Company if such other transaction is not done in the ordinary course of business or is not consistent with past practices of the Company, (c) increased the compensation of any managers, membersof the directors, officers, employees, agents, contractors, vendors or other partieskey employees of the System or, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of the CompanySeller, increased the compensation of any other employees of the System, (db) except as set forth in SCHEDULE 3.6 made or committed to make any capital expenditures, or incurred or committed to incur any debt or obligation, expenditures exceeding $10,000 individually or $25,000 in the aggregate, except in the ordinary course of business consistent with past practices, (ec) except in the ordinary course of business consistent with past practices, sold any asset (or any group of related assets) used in the operation of the System in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,0005,000, (fd) discharged or satisfied any lien or encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business consistent with past practicesbusiness, (ge) made or guaranteed any loans or advances to any party whatsoever, (hf) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangiblethe Transferred Assets, (ig) canceled, waived, or released any of its debts, rights, or claims of the System against third parties other than settlement of accounts recorded in the ordinary course of business to the extent such accounts are satisfied in accordance with their original termsparties, (j) made or paid any severance or termination payment to any manager, member, officer, employee, agent, contractor, vendor or consultant, (kh) made any change in its the method of accountingaccounting of the Seller, (li) made any investment or commitment therefor in any person, business, corporation, limited liability company, association, partnership, limited liability company, joint venture, trust, or other entity, (mj) except as set forth on Schedule 3.6 made, entered into, amended, or terminated any written employment contract, contract or created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any person or entity, (nk) amended, terminated renewed, or experienced a termination of any material contract, material agreement, material lease, material franchise, or material FCC license related to the conduct of the System to which it the Seller is a party, (ol) made entered into any distributions, in cash or in kind, other material transactions relating to its members, or to any person or entity related to or affiliated therewith, in any capacity, the System except such distributions as are made in the ordinary course of the Company's business consistent with past practicesbusiness, (p) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(o) of this Section, (qm) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assetsof the Transferred Assets, (rn) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employeesthe employees of the System, or (so) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, itthe System.

Conduct of Business; Certain Actions. Except for the Strip-Out ------------------------------------ Transactions (as defined in Section 4.2, below) or as set forth on in Schedule 2.4 attached hereto3.6, ------------ since March December 31, 20021996, to the actual knowledge without due inquiry of the Sellers, the Company EME has conducted its business and operations of the business in the ordinary course of business and consistent with its past practices and has not (a) engaged in any action requiring consent of the managers under either the Texas Limited Liability Company Act or the Company's Regulations, (b) purchased or retired any indebtednessindebtedness from any Seller or any of its shareholders, partners, members or other owners (an "Equity Holder") and has not purchased, retired, or redeemed any stock, partnership or membership interest, or other ownership interest from, from any manager, member, officer, employee Seller or affiliate of the Company, or engaged in any other transaction that involves or requires distributions of money or other assets from the Company to any manager, member, officer, employee or affiliate of the Company if such other transaction is not done in the ordinary course of business or is not consistent with past practices of the CompanyEquity Holder, (cb) increased the compensation of any managersof the Sellers, membersshareholders, officerspartners, employees, agents, contractors, vendors members or other partiesowners, or key employees or, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of EME, increased the Companycompensation of any other employees of EME, (dc) made or committed to make any capital expenditures, or incurred or committed to incur any debt or obligation, expenditures exceeding $10,000 individually or $25,000 in the aggregate, except in the ordinary course of business consistent with past practices, (ed) except in the ordinary course of business consistent with past practices, sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,00010,000 (other than sales of inventory in the ordinary course of business), (fe) discharged or satisfied any lien or encumbrance or paid any material obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business consistent with past practicesbusiness, (gf) made or guaranteed any loans or advances (other than advances made to any party employees in the ordinary course of business consistent with past practices) whatsoever, (hg) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible, (ih) canceled, waived, or released any of its material debts, rights, or claims against third parties parties, (i) amended its articles of incorporation, articles of organization, bylaws, partnership agreement or other than settlement of accounts recorded in the ordinary course of business to the extent such accounts are satisfied in accordance with their original termsorganizational documents, (j) made or paid any severance or termination payment to any manager, member, officer, employee, agent, contractor, vendor employee or consultant, (k) made any change in its method of accounting, (l) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (m) made, entered into, amended, or terminated any written employment contract, (n) created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any person or entity, (no) amended, terminated or experienced a termination of any material contract, material agreement, material lease, material franchise, or material license to which it is a party, (op) made entered into any distributions, in cash or in kind, to its members, or to any person or entity related to or affiliated therewith, in any capacity, other material transactions except such distributions as are made in the ordinary course of the Company's business consistent with past practicesbusiness, (pq) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(oa)-(p) of this Section, (qr) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (rs) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employees, or (st) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, it.

Conduct of Business; Certain Actions. Except Since June 30, 2000, the Company and its Subsidiary have conducted their business and operations in the ordinary course and consistent with past practices. Without limiting the foregoing, except as set forth on Schedule 2.4 attached hereto4.7, since March 31, 2002, to the actual knowledge without due inquiry of the Sellers, neither the Company nor its Subsidiary has conducted its business and operations of the business in the ordinary course of business and consistent with its past practices and has not since June 30, 2000: (a) engaged in paid or declared any action requiring consent of the managers under either the Texas Limited Liability Company Act dividend or the Company's Regulations, (b) distribution or purchased or retired any indebtednessindebtedness from any of its securityholders, or directly or indirectly purchased, retired, retired or redeemed any ownership interest from, any manager, member, officer, employee or affiliate of the Company, or engaged in any other transaction that involves or requires distributions of money or other assets from the Company to any manager, member, officer, employee or affiliate of the Company if such other transaction is not done in the ordinary course of business or is not consistent with past practices of the Company, its capital stock; (cb) increased the compensation of any managersof its directors, members, officers, employees, agents, contractors, vendors officers or other partieskey employees (each a "Key Employee") or consultants or, except for wage and salary increases made in the ordinary course of business and consistent with past practices, increased the past practices compensation of any of its other employees (together with the CompanyKey Employees, each an "Employee"); (c) made any capital expenditures in excess of $150,000 in the aggregate; (d) made or committed to make any capital expenditures, or incurred or committed to incur any debt or obligation, exceeding $10,000 individually or $25,000 in the aggregate, except in the ordinary course of business consistent with past practices, (e) except in the ordinary course of business consistent with past practices, sold any asset (or any group of related assets) to any securityholder, employee, officer or director of the Company or its Subsidiary; (e) sold any assets in any transaction (one or series more related or unrelated transactions which, in the aggregate, had a fair market value of related transactions) in which $15,000 or more to any person or entity, other than an employee, officer or director of the purchase price Company or book value for such asset (or group of related assets) exceeded $10,000, its Subsidiary; (f) leased, licensed, loaned or granted to any Person any rights in any of its assets or properties except in the ordinary course of business; (g) revalued any of its assets; (h) discharged or satisfied any lien or encumbrance Lien or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid incurred; (i) failed to pay any of its accounts payable in accordance with their terms; (j) accelerated the ordinary course collection of, or sold or otherwise transferred, any of business consistent with past practices, its Accounts Receivable; (gk) made or guaranteed any loans or advances to any party whatsoever, ; (h) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible, (il) canceled, waived, released or released forgiven any debts or obligations of, or rights or claims against, third parties; (m) amended the articles of incorporation or bylaws of the Company or any of its debtsthe organizing, rights, constituting or claims against third parties other than settlement governing documents of accounts recorded in the ordinary course of business to the extent such accounts are satisfied in accordance with their original terms, any Subsidiary; (jn) made or paid any severance or termination payment to any manager, member, officer, employee, agent, contractor, vendor Employee or consultant, consultants; (ko) made any change in its method of accounting, financial or Tax accounting principles or methods; (lp) made any investment or commitment therefor otherwise acquired an interest in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, Person; (mq) made, entered into, amended, amended or terminated any written employment or consulting contract, created, made, amended, amended or terminated any bonus, stock option, pension, retirement, profit sharing, sharing or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under Article IV of ERISA to any person or entity, ; (nr) amended, terminated amended or experienced a termination of any material contract, material agreement, material lease, material franchisefranchise or license required to be listed on Schedule 4.14(a); (s) declared, set apart assets for, or material license to which it is a party, (o) paid any dividend or made any distributionsother payment or distribution in respect or on account of its capital stock; (t) issued or sold any of its capital stock, in cash any security, directly or in kindindirectly, to its membersconvertible into, or to exchangeable for, its capital stock, or any person stock appreciation right or entity other security or other right or contractual obligation, the value of which is related to to, or affiliated therewithdetermined or determinable by reference to, in the price or value of its capital stock; (u) entered into any capacity, other material transactions except such distributions as are made in the ordinary course of the Company's business consistent with past practices, business; (pv) entered into made or revoked any contract, commitment, agreementTax election, or understanding compromised any Tax liability; (w) agreed to do any acts described in the foregoing clauses (a)-(oa)-(v) of this Section, Section 4.7; (qx) suffered any material damage, destruction, destruction or loss (whether or not covered by insurance) to any of its assets, ; (ry) experienced any strike, slowdown, slowdown or demand for recognition by a labor organization by or with respect to any of its employees, or the Employees; or (sz) experienced any event or effected any shutdown, slow-down, condition that has had or cessation of any operations conducted by, or constituting part of, itcould reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Certain Actions. Except as set forth on Schedule 2.4 attached hereto, since March 31, 2002, to the actual knowledge without due inquiry of the SellersPrime, the Company has conducted its business and operations of the business in the ordinary course of business and consistent with its past practices and has not (a) engaged in any action requiring consent of the managers under either the Texas Limited Liability Company Act or the Company's Regulations, (b) purchased or retired any indebtedness, or purchased, retired, or redeemed any ownership interest from, any manager, member, officer, employee or affiliate of the Company, or engaged in any other transaction that involves or requires distributions of money or other assets from the Company to any manager, member, officer, employee or affiliate of the Company if such other transaction is not done in the ordinary course of business or is not consistent with past practices of the Company, (c) increased the compensation of any managers, members, officers, employees, agents, contractors, vendors or other parties, except for increases made in the ordinary course of business and consistent with the past practices of the Company, (d) made or committed to make any capital expenditures, or incurred or committed to incur any debt or obligation, exceeding $10,000 individually or $25,000 in the aggregate, except in the ordinary course of business consistent with past practices, (e) except in the ordinary course of business consistent with past practices, sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,000, (f) discharged or satisfied any lien or encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business consistent with past practices, (g) made or guaranteed any loans or advances to any party whatsoever, (h) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible, (i) canceled, waived, or released any of its debts, rights, or claims against third parties other than settlement of accounts recorded in the ordinary course of business to the extent such accounts are satisfied in accordance with their original terms, (j) made or paid any severance or termination payment to any manager, member, officer, employee, agent, contractor, vendor or consultant, (k) made any change in its method of accounting, (l) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (m) made, entered into, amended, or terminated any written employment contract, created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under ERISA to any person or entity, (n) amended, terminated or experienced a termination of any material contract, material agreement, material lease, material franchise, or material license to which it is a party, (o) made any distributions, in cash or in kind, to its members, or to any person or entity related to or affiliated therewith, in any capacity, except such distributions as are made in the ordinary course of the Company's business consistent with past practices, (p) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(o) of this Section, (q) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (r) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employees, or (s) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, it.

Conduct of Business; Certain Actions. Except as set forth on Schedule 2.4 3.5 attached hereto, since March 31June 30, 20021999, to the actual knowledge without due inquiry of the Sellers, the Company BDEC has conducted its business the Business and operations of the business Business in the ordinary course of business and consistent with its past practices and has not not, with respect to or in a manner affecting the Business (a) engaged in any action requiring consent of the managers under either the Texas Limited Liability Company Act or the Company's Regulations, (b) purchased or retired any indebtedness, or purchased, retired, or redeemed any ownership membership interest from, from any manager, member, officer, employee or affiliate of the Company, or engaged in any other transaction that involves or requires distributions of money or other assets from the Company to any manager, member, officer, employee or affiliate of the Company if such other transaction is not done in the ordinary course of business or is not consistent with past practices of the CompanySeller, (cb) increased the compensation of any managers, members, officers, of the employees, agents, contractors, vendors or other parties, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of the CompanyBDEC, (dc) made or committed to make any capital expenditures, or incurred or committed to incur any debt or obligation, expenditures exceeding $10,000 individually or $25,000 in the aggregate, except in the ordinary course of business consistent with past practices, (ed) except in the ordinary course of business consistent with past practices, sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,000, (fe) discharged or satisfied any lien or encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business consistent with past practicesbusiness, (gf) made or guaranteed any loans or advances to any party whatsoever, (hg) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible, (ih) canceled, waived, or released any of its BDEC's debts, rights, or claims against third parties other than settlement of accounts recorded in the ordinary course of business to the extent such accounts are satisfied in accordance with their original termsparties, (j) made or paid any severance or termination payment to any manager, member, officer, employee, agent, contractor, vendor or consultant, (ki) made any change in its method of accounting, (l) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (mj) made, entered into, amended, or terminated any written employment contract, created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under ERISA (as hereinafter defined) to any person or entity, (nk) amended, terminated or experienced a termination of any material contract, material agreement, material lease, material franchise, or material license to which it is a party, (ol) made entered into any distributions, in cash or in kind, to its members, or to any person or entity related to or affiliated therewith, in any capacity, other material transactions except such distributions as are made in the ordinary course of the Company's business consistent with past practicesbusiness, (pm) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(oa)-(l) of this Section, (qn) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (ro) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employees, or (sp) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, it. Each of LASIK, Newco I and Newco II were formed in contemplation of the transactions described in this Agreement, and none of them has conducted any business since its formation (except for the authorization of and entering into this Agreement and the Transaction Documents).

Conduct of Business; Certain Actions. Except as set forth on Schedule 2.4 3.8 attached hereto, since March December 31, 20021994, to the actual knowledge without due inquiry of the Sellers, the Company Page One has conducted its business and operations of the business in the ordinary course of business and consistent with its past practices and has not (a) engaged in any action requiring consent of the managers under either the Texas Limited Liability Company Act or the Company's Regulations, (b) purchased or retired any indebtedness, or purchased, retired, or redeemed any ownership interest from, any manager, member, officer, employee or affiliate of the Company, or engaged in any other transaction that involves or requires distributions of money or other assets from the Company to any manager, member, officer, employee or affiliate of the Company if such other transaction is not done in the ordinary course of business or is not consistent with past practices of the Company, (c) increased the compensation of any managers, membersof the directors, officers, employees, agents, contractors, vendors or key employees of the System other partiesthan the Sellers or, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of Page One, increased the Companycompensation of any other employees of the System, (db) made or committed to make any capital expenditures, or incurred or committed to incur any debt or obligation, expenditures exceeding $10,000 5,000 individually or $25,000 15,000 in the aggregate, except in the ordinary course of business consistent with past practices, (ec) except in the ordinary course of business consistent with past practices, sold any asset (or any group of related assets) used in the operation of the System in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,0003,000, (fother than sales of inventory in ordinary course) (d) discharged or satisfied any lien or encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business consistent with past practicesbusiness, (ge) made or guaranteed any loans or advances to any party whatsoever, (hf) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its Page One's assets, real that will not be satisfied at or personal, tangible or intangiblebefore Closing, (ig) canceledcancelled, waived, or released any of its debts, rights, or claims of the System against third parties other than settlement of accounts recorded in the ordinary course of business to the extent such accounts are satisfied in accordance with their original termsparties, (j) made or paid any severance or termination payment to any manager, member, officer, employee, agent, contractor, vendor or consultant, (kh) made any change in its the method of accountingaccounting of Page One, (li) made any investment or commitment therefor in any person, business, corporation, limited liability company, association, partnership, limited liability company, joint venture, trust, or other entityentity that would impair the System's cash flow or performance, (mj) made, entered into, amended, or terminated any written employment contract, contract or created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-multi- employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any person or entity, (nk) amended, terminated renewed, or experienced a termination of any material contract, material agreement, material lease, material franchise, or material license related to the conduct of the System to which it Page One is a party, (o) made any distributions, in cash or in kind, to its members, or to any person or entity related to or affiliated therewith, in any capacity, except such distributions as are made in the ordinary course of the Company's business consistent with past practicesor as expressly permitted in this Agreement, (pl) entered into any other material transactions relating to the System except in the ordinary course of business, (m) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(oa)-(l) of this SectionSection 3.8, (qo) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any of Page One's assets, (rp) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employeesthe employees of the System, or (sq) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, itthe System.

Conduct of Business; Certain Actions. Except as set forth on Schedule 2.4 attached hereto3.7, since March 31June 30, 2002, to the actual knowledge without due inquiry of the Sellers2000, the Company has conducted its business and operations of the business in the ordinary course of business and consistent with its past practices and has not (a) engaged in paid or declared any action requiring consent of the managers under either the Texas Limited Liability Company Act dividend or the Company's Regulations, (b) distribution or purchased or retired any indebtedness, indebtedness from any member or purchased, retired, retired or redeemed any ownership interest from, equity securities from any manager, member, officer, employee or affiliate of the Company, or engaged in any other transaction that involves or requires distributions of money or other assets from the Company to any manager, member, officer, employee or affiliate of the Company if such other transaction is not done in the ordinary course of business or is not consistent with past practices of the Company, (cb) increased the compensation of any of the managers, membersofficers or key employees of, officersor consultants to, employees, agents, contractors, vendors or other partiesthe Company or, except for wage and salary increases made in the ordinary course of business and consistent with past practices, increased the past practices compensation of any other employees of the Company, (dc) made or committed to make any capital expenditures, or incurred or committed to incur any debt or obligation, expenditures (other than those described on Schedule 3.7(c)) exceeding $10,000 100,000 individually or $25,000 200,000 in the aggregate, except (d) sold assets with an aggregate sales price in excess of $50,000 in the ordinary course of business consistent with past practicesaggregate, (e) except in the ordinary course of business consistent with past practices, sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,000, (f) discharged or satisfied any lien or encumbrance or paid any obligation or liability, absolute or contingent, other than (i) current liabilities incurred and paid in the ordinary course of business consistent with past practicesbusiness, and (ii) indebtedness outstanding under the Company's senior credit facilities, (gf) made or guaranteed any loans or advances to any party whatsoeverPerson, (hg) suffered or permitted any lien, security interest, claim, charge, charge or other encumbrance to arise or be granted or created against or upon any of its assetsthe assets of the Company, real or personal, tangible or intangible, (ih) canceled, waived, waived or released any of its the Company's debts, rights, rights or claims against third parties other than settlement parties, (i) amended the certificate of accounts recorded formation or limited liability company agreement of the Company (except to remove or admit members of the Company or to change the respective percentage interests of the members in the ordinary course of business to the extent such accounts are satisfied in accordance with their original termsCompany), (j) made or paid any severance or termination payment to any manager, member, officer, employee, agent, contractor, vendor employee or consultantconsultant in excess of $25,000, (k) made any change in its the method of accountingaccounting of the Company, (l) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entityPerson, (m) made, entered into, amended, amended or terminated any written employment or consulting contract, created, made, amended, amended or terminated any bonus, stock option, pension, retirement, profit sharing, sharing or other employee benefit plan or arrangement, arrangement or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under Article IV of ERISA to any person or entity, (n) amended, terminated materially amended or experienced a termination of any material contract, material agreement, material lease, material franchise, franchise or material license to which it the Company is a party, (o) made borrowed any distributionsmoney, whether under new or existing debt facilities or otherwise, factored any receivables or incurred any debt obligation (except under the Company's presently existing senior credit facilities, which will be paid in cash or in kindfull at Closing pursuant to Section 1.4, to its members, or to any person or entity related to or affiliated therewith, in any capacity, except such distributions as are made and trade payables and other obligations incurred in the ordinary course of business, that will be included as current liabilities in the Company's business consistent with past practicesnet working capital calculation pursuant to Section 1.5), (p) entered into any other material transactions not otherwise disclosed in the Schedules to this Agreement, (q) entered into any contract, commitment, agreement, agreement or understanding to do any acts described in the foregoing clauses (a)-(oa)-(p) of this SectionSection 3.7, (qr) suffered any material damage, destruction, destruction or loss (whether or not covered by insurance) to any assetsassets that in the aggregate have or will cost more than $50,000 to repair or replace, (rs) experienced any strike, slowdown, slowdown or demand for recognition by a labor organization by or with respect to any of its employeesthe employees of the Company, or (st) experienced or effected any shutdown, slow-down, down or cessation of any operations conducted by, or constituting part of, itthe Company.

Conduct of Business; Certain Actions. Except as set forth on Schedule 2.4 SCHEDULE 3.8 attached hereto, since March 31June 30, 20021995, to the actual knowledge without due inquiry of the Sellers, the Company Apple has conducted its business and operations of the business in the ordinary course of business and consistent with its past practices and has not (a) engaged in any action requiring consent of the managers under either the Texas Limited Liability Company Act or the Company's Regulations, (b) purchased or retired any indebtedness, or purchased, retired, or redeemed any ownership interest from, any manager, member, officer, employee or affiliate of the Company, or engaged in any other transaction that involves or requires distributions of money or other assets from the Company to any manager, member, officer, employee or affiliate of the Company if such other transaction is not done in the ordinary course of business or is not consistent with past practices of the Company, (c) increased the compensation of any managers, membersof its directors, officers, employees, agents, contractors, vendors or other partieskey employees or, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of Apple, increased the Companycompensation of any other Apple employees, (db) made or committed to make any capital expenditures, or incurred or committed to incur any debt or obligation, expenditures exceeding $10,000 5,000 individually or $25,000 15,000 in the aggregate, except aggregate (other than purchases of pagers for inventory in the ordinary course of business consistent and capital expenditures in connection with past practices, (e) except the construction of transmitting sites in the ordinary course of business consistent with past practicesbusiness), (c) sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,0003,000, (fd) discharged or satisfied any lien or encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business consistent with past practicesbusiness, (ge) made or guaranteed any loans or advances to any party whatsoever, (hf) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible, (ig) canceledcancelled, waived, or released any of its debts, rights, or claims against third parties other than settlement of accounts recorded in the ordinary course of business to the extent such accounts are satisfied in accordance with their original termsparties, (j) made or paid any severance or termination payment to any manager, member, officer, employee, agent, contractor, vendor or consultant, (kh) made any change in its the method of accountingaccounting of Apple, (li) made any investment or commitment therefor in any person, business, corporation, limited liability company, association, partnership, limited liability company, joint venture, trust, or other entity, (mj) made, entered into, amended, or terminated any written employment contract, contract or created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any person or entity, (nk) amended, terminated renewed, or experienced a termination of any material contract, material agreement, material lease, material franchise, or material license to which it Apple is a party, (o) made any distributions, in cash or in kind, to its members, or to any person or entity related to or affiliated therewith, in any capacity, except such distributions as are made in the ordinary course of the Company's business consistent with past practicesbusiness, (pl) entered into any other material transactions except in the ordinary course of business, (m) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(oa)-(l) of this SectionSection 3.8, (qn) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any of the its assets, (ro) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employees, or (sp) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, itits operations.

Conduct of Business; Certain Actions. Except as set forth on Schedule 2.4 ------------------------------------ -------- 3.5 attached hereto, since March August 31, 20021997, to the actual knowledge without due inquiry of the Sellers, the Company AK has conducted its business and --- operations of the business in the ordinary course of business and consistent with its past practices and has not (a) engaged in any action requiring consent of the managers under either the Texas Limited Liability Company Act or the Company's Regulations, (b) purchased or retired any indebtedness, or purchased, retired, or redeemed any ownership interest from, any manager, member, officer, employee or affiliate of the Company, or engaged in any other transaction that involves or requires distributions of money or other assets from the Company to any manager, member, officer, employee or affiliate of the Company if such other transaction is not done in the ordinary course of business or is not consistent with past practices of the Company, (c) increased the compensation of any managersof the Sellers, members, officers, employees, agents, contractors, vendors or other partiesor, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of AK, increased the Companycompensation of any other employees of AK, (db) made or committed to make any capital expenditures, or incurred or committed to incur any debt or obligation, expenditures exceeding $10,000 5,000 individually or $25,000 20,000 in the aggregate, except in the ordinary course of business consistent with past practices, (ec) except in the ordinary course of business consistent with past practices, sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,00020,000 (other than sales of inventory in the ordinary course of business), (fd) discharged or satisfied any lien or encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business consistent with past practicesbusiness, (ge) made or guaranteed any loans or advances to any party whatsoever, (hf) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assetsthe assets of AK, real or personal, tangible or intangible, (ig) canceled, waived, or released any of its AK's debts, rights, or claims against third parties other than settlement of accounts recorded in the ordinary course of business to the extent such accounts are satisfied in accordance with their original termsparties, (jh) amended the Articles of Incorporation or bylaws of AK, (i) made or paid any severance or termination payment to any manager, member, officer, employee, agent, contractor, vendor employee or consultantconsultant in excess of $5,000, (kj) made any change in its the method of accountingaccounting of AK, (lk) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (ml) except as set forth on Schedule 3.11 and Schedule 3.15, made, ------------- ------------- entered into, amended, or terminated any written employment contract, created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under ERISA (as hereinafter defined) to any person or entity, (nm) amended, terminated or experienced a termination of any material contract, material agreement, material lease, material franchise, or material license to which it AK is a party, (on) made entered into any distributions, in cash or in kind, to its members, or to any person or entity related to or affiliated therewith, in any capacity, other material transactions except such distributions as are made in the ordinary course of the Company's business consistent with past practicesbusiness, (po) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(oa)-(n) of this Section, (qp) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (rq) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employeesthe employees of AK, or (sr) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, itAK.

Conduct of Business; Certain Actions. Except as set forth on Schedule 2.4 4.5-A attached heretohereto (or such other Schedules as are specifically referred to below in this Section 4.5), since March December 31, 20021997, to the actual knowledge without due inquiry each of the Sellers, the Company Partnerships has conducted its business and operations of the business in the ordinary course of business and consistent with its past practices and has not (a) engaged in any action requiring consent of the managers under either the Texas Limited Liability Company Act or the Company's Regulations, (b) purchased or retired any indebtedness, or purchased, retired, or redeemed any ownership interest from, any manager, member, officer, employee or affiliate of the Company, or engaged in any other transaction that involves or requires distributions of money or other assets from the Company to any manager, member, officer, employee or affiliate of the Company if such other transaction is not done in the ordinary course of business or is not consistent with past practices of the Company, (c) increased the compensation of any managers, members, officers, of its employees, agents, contractors, vendors or other partiesor, except for wage and salary increases made in the ordinary course of business and consistent with its past practices, increased the past practices compensation of the Companyany other employees, (db) made or committed to make any capital expenditures, or incurred or committed to incur any debt or obligation, expenditures exceeding $10,000 2,500 individually or $25,000 2,500 in the aggregate, except for those expenditures made directly and solely in connection with the ordinary course of business consistent with past practicesXxxxxx XX project, located at 0000 Xxxxxxx Xxxx, Xxxxxx, Xxxxx 00000, (ec) except in the ordinary course of business consistent with past practices, sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,0002,500 (other than sales of inventory in the ordinary course of business), (fd) discharged or satisfied any lien or encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business consistent with past practicesbusiness, (ge) made or guaranteed any loans or advances to any party whatsoever, (hf) suffered or permitted any lien, security interest, claim, charge, charge or other encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible, (ig) canceled, waived, waived or released any of its debts, rights, rights or claims against third parties other than settlement of accounts recorded in the ordinary course of business to the extent such accounts are satisfied in accordance with their original termsparties, (jh) except as set forth on Schedule 4.5-B attached hereto, amended the Articles of Limited Partnership, Certificate of Limited Partnership or any other organizational document of the Partnerships, (i) made or paid any severance or termination payment to any manager, member, officer, employee, agent, contractor, vendor employee or consultantconsultant in excess of $2,500, (kj) made any change in its method of accounting, (lk) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, trust or other entity, (ml) except as set forth on Schedule 4.11 and Schedule 4.15, made, entered into, amended, amended or terminated any written employment contract, created, made, amended, amended or terminated any bonus, stock option, pension, retirement, profit sharing, sharing or other employee benefit plan or arrangement, arrangement or withdrawn from any "multi-employer plan" (as defined in the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under ERISA (as hereinafter defined) to any person or entity, (nm) amended, terminated or experienced a termination of any material contract, material agreement, material lease, material franchise, franchise or material license to which it is a party, (on) made entered into any distributions, in cash or in kind, to its members, or to any person or entity related to or affiliated therewith, in any capacity, other material transactions except such distributions as are made in the ordinary course of business, (o) except for such fees and expenses of the Company's business consistent with past practicesGeneral Partner as have been approved in advance in writing by APS and as are reflected on Schedule 4.5-C attached hereto, distributed any cash or property of the Partnerships, directly or indirectly, to any partner (including, without limitation, any party hereto) in any capacity, (p) entered into any contract, commitment, agreement, agreement or understanding to do any acts described in the foregoing clauses (a)-(o) of this Section, (q) suffered any material damage, destruction, destruction or loss (whether or not covered by insurance) to any assets, (r) experienced any strike, slowdown, slowdown or demand for recognition by a labor organization by or with respect to any of its employees, or (s) experienced or effected any shutdown, slow-down, down or cessation of any operations conducted by, or constituting part of, itits business.

Conduct of Business; Certain Actions. Except as set forth on Schedule 2.4 attached hereto4.7 and for the transactions contemplated by this Agreement, since March 31the Statement Date, 2002, to the actual knowledge without due inquiry each of the Sellers, the Company and its Subsidiaries has conducted its business and operations of the business in the ordinary course of business and consistent with its past practices and has not neither the Company nor its Subsidiaries has: (a) engaged in paid or declared any action requiring consent of the managers under either the Texas Limited Liability Company Act dividend or the Company's Regulations, (b) distribution or purchased or retired any indebtednessindebtedness from any shareholder thereof, or directly or indirectly purchased, retired, or redeemed any ownership interest from, capital stock from any manager, member, officer, employee or affiliate of the Company, or engaged in any other transaction that involves or requires distributions of money or other assets from the Company to any manager, member, officer, employee or affiliate of the Company if such other transaction is not done in the ordinary course of business or is not consistent with past practices of the Company, shareholder; (cb) increased the compensation of any managers, membersof the directors, officers, employeesor employees of, agentsor consultants to, contractors, vendors the Company or other partiesany Subsidiary or, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of the Company, or as required by Law; (dc) made or committed to make any capital expenditures, or incurred or committed to incur any debt or obligation, exceeding $10,000 individually or expenditures in excess of $25,000 in the aggregate, except in the ordinary course of business consistent with past practices, ; (ed) except in the ordinary course of business consistent with past practices, sold any asset (or any group of related assets) to any director, officer, or employee of the Company or any Subsidiary; (e) sold any asset to any person other than a director, officer, or employee of the Company or any Subsidiary, in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,00025,000, except for sales of inventory in the ordinary course of business and consistent with past practices; (f) leased, licensed, or granted to any third person any rights in any of its assets or properties except in the ordinary course of business and consistent with past practices; (g) revalued any of its assets; (h) discharged or satisfied any lien or encumbrance Lien or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business and consistent with past practices; (i) failed to pay any accounts payable of the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice and in accordance with their terms; (j) accelerated the collection of, or sold or otherwise transferred, any accounts receivable of the Company or any of its Subsidiaries; (gk) made or guaranteed any loans or advances to any party person whatsoever, ; (h) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible, (il) canceled, waived, released, or released forgiven any debts or obligations of, or rights or claims against, third persons; (m) amended the articles of incorporation or bylaws of the Company or any of its debts, rights, or claims against third parties other than settlement of accounts recorded in the ordinary course of business to the extent such accounts are satisfied in accordance with their original terms, Subsidiaries; (jn) made or paid any severance or termination payment to any manager, member, officer, employee, agent, contractor, vendor employee or consultant, consultant of the Company or any of its Subsidiaries in excess of $5,000 in the aggregate; (ko) made any change in its method of accounting, financial or Tax accounting principles or methods; (lp) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, ; (mq) made, entered into, amended, or terminated any written employment or consulting contract, created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "“multi-employer plan" ” (as defined in the Internal Revenue Code of 1986IRC Section 414(f)), as amended (the "Code")) so as to create any liability under Article IV of ERISA to any person or entity, ; (nr) amended, terminated amended or experienced a termination of any material contract, material agreement, material lease, material franchise, or material license required to which it is a party, be listed on Schedule 4.15(a) or (ob); (s) made any distributions, in cash or in kind, to its members, or to any person or entity related to or affiliated therewith, in any capacity, except such distributions as are made in the ordinary course of the Company's business consistent with past practices, (p) entered into any contract, commitment, agreement, or understanding agreed to do any acts described in the foregoing clauses (a)-(oa)-(r) of this Section, Section 4.7; (qt) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assetsmaterial assets of the Company or any of its Subsidiaries; (u) made or revoked any Tax election that could reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries, or compromised or settled any material Tax liability; (rv) experienced any strike, slowdown, or demand for recognition by a labor organization by or with in respect to of any of the employees of the Company or any of its employees, or Subsidiaries; or (sw) experienced any event or effected any shutdown, slow-down, condition that has had or cessation of any operations conducted by, or constituting part of, itcould reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Certain Actions. Except as set forth on Schedule 2.4 attached hereto, since Since March 31, 2002, to the actual knowledge without due inquiry of the Sellers1997, the Company ------------------------------------ Partnership has conducted its business and operations of the business in the ordinary course of business and consistent with its past practices and has not (a) engaged in any action requiring consent of the managers under either the Texas Limited Liability Company Act or the Company's Regulations, (b) purchased or retired any indebtedness, indebtedness or purchased, retired, or redeemed partnership interest from any ownership interest from, any manager, member, officer, employee or affiliate of the Company, or engaged in any other transaction that involves or requires distributions of money or other assets from the Company to any manager, member, officer, employee or affiliate of the Company if such other transaction is not done in the ordinary course of business or is not consistent with past practices of the Companyits partners, (cb) increased the compensation of any managersof its partners, members, officers, or employees, agents, contractors, vendors or (c) incurred any indebtedness exceeding $10,000 in the aggregate (other parties, except for increases made than open accounts payable arising in the ordinary course of business and consistent with the past practices of the Companybusiness), (d) made or committed to make any capital expenditures, or incurred or committed to incur any debt or obligation, exceeding $10,000 individually or $25,000 in the aggregate, except in the ordinary course of business consistent with past practices, (e) except in the ordinary course of business consistent with past practices, sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,000, 10,000 (f) discharged or satisfied any lien or encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid sales of inventory in the ordinary course of business consistent with past practicesbusiness), (ge) made or guaranteed any loans or advances to any party whatsoever, (hf) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assetsthe assets of the Partnership, real or personal, tangible or intangible, (ig) canceled, waived, or released any of its the Partnership's debts, rights, or claims against third parties other than settlement of accounts recorded in the ordinary course of business to the extent such accounts are satisfied in accordance with their original termsparties, (jh) had any amendments to its partnership agreement, (i) made or paid any severance or termination payment to any manager, member, officer, employee, agent, contractor, vendor employee or consultantconsultant in excess of $10,000, (kj) made any change in its the method of accountingaccounting of the Partnership, (lk) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (ml) made, entered into, amended, or terminated any written employment contract, or created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under ERISA (as hereinafter defined) to any person or entity, (nm) amended, terminated or experienced a termination of any material contract, material agreement, material lease, material franchise, or material license to which it the Partnership is a party, (on) made entered into any distributions, in cash or in kind, to its members, or to any person or entity related to or affiliated therewith, in any capacity, other material transactions except such distributions as are made in the ordinary course of the Company's business consistent with past practicesbusiness, (po) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(oa)-(n) of this Section, or (qp) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (r) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employees, or (s) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, it.

Conduct of Business; Certain Actions. Except as set forth on Schedule 2.4 attached hereto4.12 or as contemplated by this Agreement or the Transaction Documents, since March 31September 30, 2002, to the actual knowledge without due inquiry of the Sellers2000, the Company has conducted its business and operations of the business in the ordinary course of business and consistent with its past practices and has not (a) engaged in paid or declared any action requiring consent of the managers under either the Texas Limited Liability Company Act dividend or the Company's Regulations, (b) distribution or purchased or retired any indebtedness, or indebtedness from any holder of capital stock of the Company (a "Stockholder") and has not purchased, retired, or redeemed any ownership interest from, capital stock from any manager, member, officer, employee or affiliate of the Company, or engaged in any other transaction that involves or requires distributions of money or other assets from the Company to any manager, member, officer, employee or affiliate of the Company if such other transaction is not done in the ordinary course of business or is not consistent with past practices of the CompanyStockholder, (cb) increased the compensation of any managers, membersof the directors, officers, employees, agents, contractors, vendors or other partieskey employees of the Company, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of the Company, (dc) made or committed to make any capital expenditures, or incurred or committed to incur any debt or obligation, expenditures exceeding $10,000 100,000 individually or $25,000 800,000 in the aggregate, except in the ordinary course of business consistent with past practices, (ed) except in the ordinary course of business consistent with past practices, sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,00025,000 individually or $100,000 in the aggregate, (fe) discharged or satisfied any lien or encumbrance material Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business consistent with past practicesbusiness, (gf) made or guaranteed any loans or advances to any party whatsoever, (hg) suffered or permitted any lien, security interest, claim, charge, or other encumbrance Encumbrance to arise or be granted or created against or upon any of its assetsthe assets of the Company, real or personal, tangible or intangible, (ih) canceledcancelled, waived, or released any of its the Company's debts, rights, or claims against third parties other than settlement parties, (i) amended the Certificate of accounts recorded in Incorporation or Bylaws of the ordinary course of business to the extent such accounts are satisfied in accordance with their original termsCompany, (j) made made, paid or paid incurred any severance or termination payment or obligation therefor with respect to any manager, member, officer, employee, agentconsultant, contractor, vendor or consultantsales representative of the Company, (k) made any change in its the method of accountingaccounting of the Company, (l) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entityPerson, (m) made, entered into, amended, or terminated any written employment contract, contract (or any oral employment contract involving more than $50,000 per year) created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")amended) so as to create any liability under Article IV of ERISA to any person or entity, (n) amended, terminated amended or experienced a termination of any material contract, material agreement, material lease, material franchise, or material license to which it the Company is a party, (o) made any distributions, in cash or in kind, to its members, or to any person or entity related to or affiliated therewith, in any capacity, except such distributions as are made in the ordinary course of business, (o) incurred or assumed any indebtedness (whether directly or by way of guaranty or otherwise) for borrowed money, except in the Company's business consistent with past practicesordinary course of business, (p) entered into any other material transaction, except in the ordinary course of business, (q) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(oa)-(p) of this SectionSection 4.12, (qr) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (rs) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employeesthe employees of the Company, or (st) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, itthe Company, (u) materially accelerated the collection of accounts receivable or decelerated payment of accounts payable, except in the ordinary course of business consistent with past practice, or (v) made or rescinded any material express or deemed election relating to taxes, settled or compromised any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to taxes, or except as may be required by applicable law, made any change to any of its material methods of reporting income or deductions for federal income tax purposes from those employed in the preparation of its most recently filed federal income tax return.

Conduct of Business; Certain Actions. Except as set forth on Schedule 2.4 attached hereto3.8, since March December 31, 2002, to the actual knowledge without due inquiry of the Sellers2003, the Company has conducted its business and operations of the business in the ordinary course of business and consistent with its past practices and has not (a) engaged in paid or declared any action requiring consent of the managers under either the Texas Limited Liability Company Act dividend or the Company's Regulations, (b) distribution or purchased or retired any indebtedness, or indebtedness from any holder of capital stock of the Company (a “Stockholder”) and has not purchased, retired, or redeemed any ownership interest from, capital stock from any manager, member, officer, employee or affiliate of the Company, or engaged in any other transaction that involves or requires distributions of money or other assets from the Company to any manager, member, officer, employee or affiliate of the Company if such other transaction is not done in the ordinary course of business or is not consistent with past practices of the CompanyStockholder, (cb) except for payments authorized by this Agreement, increased the compensation of any managers, membersof the directors, officers, employees, agents, contractors, vendors or other partieskey employees or sales representatives of the Company or, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of the Company, increased the compensation of any other employees or sales representatives of the Company, (dc) made or committed to make any capital expenditures, or incurred or committed to incur any debt or obligation, expenditures exceeding Ten Thousand Dollars ($10,000 10,000.00) individually or Twenty Five Thousand Dollars ($25,000 25,000.00) in the aggregate, except in the ordinary course of business consistent with past practices, (ed) except in the ordinary course of business consistent with past practices, sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded Ten Thousand Dollars ($10,00010,000.00) individually or Twenty Five Thousand Dollars ($25,000.00) in the aggregate (other than sales of inventory in the ordinary course of business), (fe) discharged or satisfied any lien or encumbrance Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business consistent with past practicesbusiness, (gf) made or guaranteed any loans or advances to any party whatsoever, (hg) suffered or permitted any lien, security interest, claim, charge, or other encumbrance material Encumbrance to arise or be granted or created against or upon any of its assetsthe assets of the Company, real or personal, tangible or intangible, (ih) canceledcancelled, waived, or released any of its the Company’s debts, rights, or claims against third parties other than settlement of accounts recorded in the ordinary course of business to the extent such accounts are satisfied in accordance with their original termsparties, (j) made or paid any severance or termination payment to any manager, member, officer, employee, agent, contractor, vendor or consultant, (ki) made any change in its the method of accountingaccounting of the Company, (lj) made any investment or commitment therefor therefore in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (mk) made, entered into, amended, or terminated any written employment contract, created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under ERISA to any person or entity, (n) amended, terminated or experienced a termination of any material contract, material agreement, material lease, material franchise, or material license to which it the Company is a party, (o) made any distributions, in cash or in kind, to its members, or to any person or entity related to or affiliated therewith, in any capacity, except such distributions as are made in the ordinary course of the Company's business consistent with past practicesbusiness, (pl) entered into incurred or assumed any contractindebtedness (whether directly or by way of guaranty or otherwise) for borrowed money, commitment, agreement, or understanding to do any acts described except in the foregoing clauses (a)-(o) ordinary course of this Sectionbusiness, (qm) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (r) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employees, or (sn) experienced materially accelerated the collection of Accounts Receivable or effected any shutdowndecelerated payment of accounts payable, slow-down, or cessation except in the ordinary course of any operations conducted by, or constituting part of, itbusiness consistent with past practice.

Conduct of Business; Certain Actions. Except as set forth on Schedule 2.4 3.8 attached hereto, since March 31September 30, 2002, to the actual knowledge without due inquiry of the Sellers1997, the Company has and the Subsidiary have conducted its their business and operations of the business in the ordinary course of business and consistent with its past practices and has have not (a) engaged in any action requiring consent of the managers under either the Texas Limited Liability Company Act or the Company's Regulations, (b) purchased or retired any indebtedness, or purchased, retired, or redeemed any ownership interest fromcapital stock from any stockholder, (b) made any manager, member, officer, employee capital expenditures exceeding $25,000 individually or affiliate of the Company, or engaged in any other transaction that involves or requires distributions of money or other assets from the Company to any manager, member, officer, employee or affiliate of the Company if such other transaction is not done $100,000 in the ordinary course of business or is not consistent with past practices of the Companyaggregate, (c) increased the compensation of any managers, members, officers, employees, agents, contractors, vendors or other parties, except for increases made in the ordinary course of business and consistent with the past practices of the Company, (d) made or committed to make any capital expenditures, or incurred or committed to incur any debt or obligation, exceeding $10,000 individually or $25,000 in the aggregate, except in the ordinary course of business consistent with past practices, (e) except in the ordinary course of business consistent with past practices, sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,000, 25,000 (f) discharged or satisfied any lien or encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid sales of inventory in the ordinary course of business consistent with past practicesbusiness), (gd) made or guaranteed any loans or advances to any party whatsoever, (he) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assetsthe assets of the Company or the Subsidiary, real or personal, tangible or intangible, (if) canceledcancelled, waived, or released any of its debts, rights, or claims against third parties other than settlement of accounts recorded in the ordinary course of business to the extent such accounts are satisfied in accordance with their original termsparties, (jg) made amended their certificate of incorporation or paid any severance or termination payment to any manager, member, officer, employee, agent, contractor, vendor or consultantbylaws, (k) made any change in its method of accounting, (lh) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (mi) made, entered into, amended, or terminated any written employment contract, created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any person or entity, (nj) amended, terminated incurred or experienced a termination assumed any indebtedness (whether directly or by way of any material contract, material agreement, material lease, material franchise, guaranty or material license to which it is a party, (ootherwise) made any distributions, in cash or in kind, to its members, or to any person or entity related to or affiliated therewith, in any capacityfor borrowed money, except such distributions as are made in the ordinary course of the Company's business consistent with past practicesbusiness, (p) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(o) of this Section, (q) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (rk) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employees, or (s) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, it.

Conduct of Business; Certain Actions. Except as set forth on Schedule 2.4 3.8 attached hereto, since March 31, 2002, to the actual knowledge without due inquiry of the SellersLast Audit Date, the Company has conducted its business and operations of the business in the ordinary course of business and consistent with its past practices and has not (a) engaged in paid or declared any action requiring consent of the managers under either the Texas Limited Liability Company Act dividend or the Company's Regulations, (b) distribution or purchased or retired any indebtedness, or indebtedness from any holder of capital stock of the Company (hereinafter referred to as a "Stockholder") and has not purchased, retired, or redeemed any ownership interest from, capital stock from any manager, member, officer, employee or affiliate of the Company, or engaged in any other transaction that involves or requires distributions of money or other assets from the Company to any manager, member, officer, employee or affiliate of the Company if such other transaction is not done in the ordinary course of business or is not consistent with past practices of the CompanyStockholder, (cb) increased the compensation of any managers, membersof the directors, officers, employees, agents, contractors, vendors or other partieskey employees or sales representatives of the Company or, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of the Company, increased the compensation of any other employees or sales representatives of the Company, (dc) made or committed to make any capital expenditures, or incurred or committed to incur any debt or obligation, expenditures exceeding $10,000 25,000 individually or $25,000 50,000 in the aggregate, except in the ordinary course of business consistent with past practices, (ed) except in the ordinary course of business consistent with past practices, sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,00025,000 individually or $50,000 in the aggregate (other than sales of inventory in the ordinary course of business), (fe) discharged or satisfied any lien or encumbrance Lien or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business consistent with past practicesbusiness, (gf) made or guaranteed any loans or advances to any party whatsoever, (hg) suffered or permitted any lien, security interest, claim, charge, or other encumbrance Lien to arise or be granted or created against or upon any of its assetsthe assets of the Company, real or personal, tangible or intangible, (ih) canceledcancelled, waived, or released any of its the Company's debts, rights, or claims against third parties other than settlement of accounts recorded in the ordinary course of business to the extent such accounts are satisfied except in accordance with their original termspast practices of the Company, (i) amended the certificate of incorporation or bylaws of the Company, (j) made made, paid or paid incurred (1) any severance or termination payment or obligation theretofore with respect to any manager, member, officer, employee, agentconsultant, contractoror sales representative of the Company or (2) any legal or accounting fees, vendor or consultantas to items (1) and (2) together, in excess $50,000 in the aggregate, (k) made any change in its the method of accountingaccounting of the Company, (l) made any investment or commitment therefor theretofore in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (m) made, entered into, amended, or terminated any written employment contract, created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (hereinafter referred to as the "Code")) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any person or entity, except for the employment agreements with Mark Jones, Andy McBee and Gary Xxxxxxxxx, (nx) amended, terminated xxxxxxx or experienced a exxxxxxxxxx x termination of any material contract, material agreement, material lease, material franchise, or material license to which it the Company is a party, (o) made any distributions, in cash or in kind, to its members, or to any person or entity related to or affiliated therewith, in any capacity, except such distributions as are made in the ordinary course of business, (o) incurred or assumed any indebtedness (whether directly or by way of guaranty or otherwise) for borrowed money, except in the Company's business consistent with past practicesordinary course of business, (p) enter into any other material transaction except in the ordinary course of business, (q) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(oa)-(p) of this SectionSection 3.8, (qr) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (rs) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employeesthe employees of the Company, or (st) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, itthe Company, (u) materially accelerated the collection of accounts receivable or decelerated payment of accounts payable, except in the ordinary course of business consistent with past practice, or (v) made or rescinded any material express or deemed election relating to Taxes, settled or compromised any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or except as may be required by applicable law, made any change to any of its material methods of reporting income or deductions for federal income tax purposes from those employed in the preparation of its most recently filed federal income tax return.

Conduct of Business; Certain Actions. Except as set forth on Schedule 2.4 3.7 attached hereto, since March December 31, 2002, to the actual knowledge without due inquiry of the Sellers2008, the Company and each Subsidiary has conducted its business and operations of the business in the ordinary course of business and consistent with its past practices and has not not: (a) engaged in paid or declared any action requiring consent of the managers under either the Texas Limited Liability Company Act dividend or the Company's Regulations, (b) distribution or purchased or retired any indebtednessindebtedness from any shareholder thereof, or purchased, retired, retired or redeemed any ownership interest from, capital stock from any manager, member, officer, employee or affiliate of the Company, or engaged in any other transaction that involves or requires distributions of money or other assets from the Company to any manager, member, officer, employee or affiliate of the Company if such other transaction is not done in the ordinary course of business or is not consistent with past practices of the Company, shareholder; (cb) increased the compensation of any managersof the directors, membersofficers or key employees of, officersor consultants to, employees, agents, contractors, vendors the Company or other partiesany of the Subsidiaries in excess of $1,000 individually or, except for wage and salary increases made in the ordinary course of business and consistent with past practices, increased the past practices compensation of any other employees of the Company, Company or any of the Subsidiaries; (c) made any capital expenditures in excess of $1,000 in the aggregate; (d) made or committed to make any capital expenditures, or incurred or committed to incur any debt or obligation, exceeding $10,000 individually or $25,000 in the aggregate, except in the ordinary course of business consistent with past practices, (e) except in the ordinary course of business consistent with past practices, sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,000, ; (fe) discharged or satisfied any lien or encumbrance Lien or paid any obligation or liability, absolute or contingentcontingent in excess of $1,000 in the aggregate, other than current liabilities incurred and paid in the ordinary course of business consistent with past practices, business; (gf) made or guaranteed any loans or advances in excess of $1,000 to any party whatsoever, ; (hg) suffered or permitted any lien, security interest, claim, charge, or other encumbrance Lien to arise or be granted or created against or upon any of its assetsthe assets of the Company or any of the Subsidiaries, real or personal, tangible or intangible, in excess of $1,000 in the aggregate; (ih) canceled, waived, waived or released any of its the Company’s or any Subsidiary’s debts, rights, rights or claims against third parties other than settlement in excess of accounts recorded $1,000 in the ordinary course aggregate; (i) amended the articles of business to incorporation or by-laws of the extent such accounts are satisfied in accordance with their original terms, Company or any of the Subsidiaries; (j) made or paid any severance or termination payment to any manager, member, officer, employee, agent, contractor, vendor employees or consultant, consultants in excess of $1,000 in the aggregate; (k) made any change in its the method of accounting, accounting of the Company or any of the Subsidiaries; (l) accelerated the collection of accounts receivable or decelerated the payment of accounts payable of the Company or any of the Subsidiaries; (m) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, Person in excess of $1,000 in the aggregate; (mn) made, entered into, amended, amended or terminated any written employment or consulting contract, created, made, amended, amended or terminated any bonus, stock option, pension, retirement, profit sharing, sharing or other employee benefit plan or arrangement, or withdrawn from any "“multi-employer plan" ” (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "“Code"”)) so as to create any liability under Article IV of ERISA (as hereinafter defined) to any person or entity, ; (no) amended, terminated amended or experienced a termination of any material contract, material agreement, material lease, material franchise, franchise or material license to which it is a party, (o) made any distributions, in cash or in kind, to its members, or to any person or entity related to or affiliated therewith, in any capacity, except such distributions as are made in the ordinary course of the Company's business consistent with past practices, listed on Schedule 3.16; (p) entered into any contract, commitment, agreement, or understanding other material transactions except in the ordinary course of business; (q) agreed to do any acts described in the foregoing clauses (a)-(oa)-(p) of this Section, Section 3.7; (qr) suffered any material damage, destruction, destruction or loss (whether or not covered by insurance) to any assets, assets of the Company or any of the Subsidiaries; (rs) experienced any strike, slowdown, slowdown or demand for recognition by a labor organization by or with respect to any of its employees, the employees of the Company or any of the Subsidiaries; or (st) experienced or effected any shutdown, slow-down, down or cessation of any operations conducted by, or constituting part of, itthe Company or any of the Subsidiaries.

Conduct of Business; Certain Actions. Except as set forth on Schedule 2.4 5.7 attached hereto, since March December 31, 2002, to the actual knowledge without due inquiry of the Sellers1999, the Company has conducted its business and operations of the business in the ordinary course of business and consistent with its past practices and has not (a) engaged in paid or declared any action requiring consent of the managers under either the Texas Limited Liability Company Act dividend or the Company's Regulations, (b) distribution or purchased or retired any indebtednessindebtedness from any shareholder thereof, or purchased, retired, retired or redeemed any ownership interest from, capital stock from any manager, member, officer, employee or affiliate of the Company, or engaged in any other transaction that involves or requires distributions of money or other assets from the Company to any manager, member, officer, employee or affiliate of the Company if such other transaction is not done in the ordinary course of business or is not consistent with past practices of the Companyshareholder, (cb) increased the compensation of any managersof the directors, membersofficers or key employees of, officersor consultants to, employees, agents, contractors, vendors or other partiesthe Company or, except for wage and salary increases made in the ordinary course of business and consistent with past practices, increased the past practices compensation of any other employees of the Company, (dc) made or committed to make any capital expenditures, or incurred or committed to incur any debt or obligation, exceeding $10,000 individually or $25,000 in the aggregate, except in the ordinary course of business consistent with past practices, (ed) except in the ordinary course of business consistent with past practices, sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,0001,500 (other than sales of inventory in the ordinary course of business), (fe) discharged or satisfied any lien or encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business consistent with past practicesbusiness, (gf) made or guaranteed any loans or advances to any party whatsoever, (hg) suffered or permitted any lien, security interest, claim, charge, charge or other encumbrance to arise or be granted or created against or upon any of its assetsthe assets of the Company, real or personal, tangible or intangible, (ih) canceled, waived, waived or released any of its the Company's debts, rights, rights or claims against third parties other than settlement parties, (i) amended the certificate or articles of accounts recorded in incorporation or by-laws of the ordinary course of business to the extent such accounts are satisfied in accordance with their original termsCompany, (j) made or paid any severance or termination payment to any manager, member, officer, employee, agent, contractor, vendor employees or consultantconsultants, (k) made any change in its the method of accountingaccounting of the Company, (l) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (m) made, entered into, amended, or terminated any written employment contract, created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under ERISA to any person or entity, (n) amended, terminated or experienced a termination of any material contract, material agreement, material lease, material franchise, or material license to which it is a party, (o) made any distributions, in cash or in kind, to its members, or to any person or entity related to or affiliated therewith, in any capacity, except such distributions as are made in the ordinary course of the Company's business consistent with past practices, (p) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(o) of this Section, (q) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (r) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employees, or (s) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, it.any

Conduct of Business; Certain Actions. Except as set forth on Schedule 2.4 attached hereto4.6 and allowing for the transfer of assets and assumption of liabilities provided for in Section 5.1, since March December 31, 2002, to the actual knowledge without due inquiry of the Sellers1997, the Company has and the Subsidiaries have conducted its business their businesses and operations of the business in the ordinary course of business and consistent with its past practices and has have not (a) engaged in paid or declared any action requiring consent of the managers under either the Texas Limited Liability Company Act dividend or the Company's Regulationsdistribution or purchased or retired any indebtedness from any stockholder thereof, or purchased, retired or redeemed any capital stock from any stockholder, (b) purchased or retired any indebtedness, or purchased, retired, or redeemed any ownership interest from, any manager, member, officer, employee or affiliate of the Company, or engaged in any other transaction that involves or requires distributions of money or other assets from the Company with respect to any manager, member, officer, employee or affiliate current employees of the Company if such other transaction is not done in or any Subsidiary who will continue to be employed by the ordinary course of business Company or is not consistent with past practices of any Subsidiary following the CompanyClosing (the "Continuing Employees"), (c) increased the compensation of any managers, members, officers, employees, agents, contractors, vendors or other partiesof such Continuing Employees by more than six percent (6%), except for wage and salary increases made in the ordinary course of business and consistent with the past practices of the Companypractices, (dc) made or committed to make any capital expenditures, or incurred or committed to incur any debt or obligation, exceeding $10,000 individually or $25,000 in the aggregate, except in the ordinary course of business consistent with past practicesbusiness, (ed) except in the ordinary course of business consistent with past practices, sold any asset (or any group of related assets) other than in any transaction (or series the ordinary course of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,000business, (fe) discharged or satisfied any lien or encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business consistent with past practicesbusiness, (gf) made or guaranteed any loans or advances or any wage or draw against commission to any party whatsoever, (hg) suffered or permitted any lien, security interest, claim, charge, charge or other encumbrance to arise or be granted or created against or upon any of its assetsthe assets of the Company or any Subsidiary, real or personal, tangible or intangible, (ih) canceled, waived, waived or released any of its the Company's or any Subsidiary's debts, rights, rights or claims against third parties other than settlement parties, (i) amended the charter or by-laws of accounts recorded in the ordinary course of business to the extent such accounts are satisfied in accordance with their original termsCompany or any Subsidiary , (j) made or paid any severance or termination payment to any manager, member, officer, employee, agent, contractor, vendor employees or consultantconsultants in excess of $25,000 in the aggregate, (k) made any change in its the method of accountingaccounting of the Company or any Subsidiary, (l) made any investment or commitment therefor to invest in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, trust or other entity, (m) except as otherwise required to comply with the terms of this Agreement, made, entered into, amended, amended or terminated any written employment or consulting contract, created, made, amended, amended or terminated any bonus, stock option, pension, retirement, profit sharing, sharing or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any new liability under Article IV of ERISA (as hereinafter defined) to any person or entity, (n) amended, terminated materially amended or experienced a termination of any material contract, material agreement, material lease, material franchise, franchise or material license to which it the Company or any Subsidiary is a partyparty or experienced any material cancellation or nonrenewal of insurance business, (o) made entered into any distributions, in cash or in kind, to its members, or to any person or entity related to or affiliated therewith, in any capacity, other material transactions except such distributions as are made in the ordinary course of the Company's business consistent with past practicesbusiness, (p) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(o) of this Section, (q) suffered any material damage, destruction, destruction or loss (whether or not covered by insurance) to any assets, (q) entered into any contract, commitment, agreement or understanding to do any acts described in the foregoing clauses (a)-(p) of this Section 4.6, (r) experienced any strike, slowdown, slowdown or demand for recognition by a labor organization by or with respect to any of its employeesthe employees of the Company or any Subsidiary, or (s) experienced or effected any shutdown, material slow-down, down or cessation of any operations conducted by, or constituting part of, itthe Company or any Subsidiary.

Conduct of Business; Certain Actions. Except as set forth on Schedule 2.4 3.8 attached hereto, since the March 31, 2002, to the actual knowledge without due inquiry of the Sellers, the Company has conducted its business and operations of the business in the ordinary course of business and consistent with its past practices and has not (a) engaged in paid or declared any action requiring consent of the managers under either the Texas Limited Liability Company Act dividend or the Company's Regulations, (b) distribution or purchased or retired any indebtedness, or indebtedness from any holder of capital stock of the Company (a "Stockholder") and has not purchased, retired, or redeemed any ownership interest from, capital stock from any manager, member, officer, employee or affiliate of the Company, or engaged in any other transaction that involves or requires distributions of money or other assets from the Company to any manager, member, officer, employee or affiliate of the Company if such other transaction is not done in the ordinary course of business or is not consistent with past practices of the CompanyStockholder, (cb) increased the compensation of any managers, membersof the directors, officers, employees, agents, contractors, vendors or other partieskey employees or sales representatives of the Company or, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of the Company, increased the compensation of any other employees or sales representatives of the Company, (dc) made or committed to make any capital expenditures, or incurred or committed to incur any debt or obligation, expenditures exceeding $10,000 25,000 individually or $25,000 50,000 in the aggregate, except in the ordinary course of business consistent with past practices, (ed) except in the ordinary course of business consistent with past practices, sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,00025,000 individually or $50,000 in the aggregate (other than sales of inventory in the ordinary course of business), (fe) discharged or satisfied any lien or encumbrance Lien or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business consistent with past practicesbusiness, (gf) made or guaranteed any loans or advances to any party whatsoever, (hg) suffered or permitted any lien, security interest, claim, charge, or other encumbrance Lien to arise or be granted or created against or upon any of its assetsthe assets of the Company, real or personal, tangible or intangible, (ih) canceledcancelled, waived, or released any of its the Company's debts, rights, or claims against third parties other than settlement parties, (i) amended the certificate of accounts recorded in incorporation or bylaws of the ordinary course of business to the extent such accounts are satisfied in accordance with their original termsCompany, (j) made made, paid or paid incurred (1) any severance or termination payment or obligation therefor with respect to any manager, member, officer, employee, agentconsultant, contractoror sales representative of the Company or (2) any legal or accounting fees, vendor or consultantas to items (1) and (2) together, in excess $50,000 in the aggregate, (k) made any change in its the method of accountingaccounting of the Company, (l) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (m) made, entered into, amended, or terminated any written employment contract, created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in Section 414(f) of the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under ERISA Article IV of the Employee Retirement Income Security Act of 1974, as amended (including applicable regulations) ("ERISA") to any person or entity, (n) amended, terminated amended or experienced a termination of any material contract, material agreement, material lease, material franchise, or material license to which it the Company is a party, (o) made any distributions, in cash or in kind, to its members, or to any person or entity related to or affiliated therewith, in any capacity, except such distributions as are made in the ordinary course of business, (o) incurred or assumed any indebtedness (whether directly or by way of guaranty or otherwise) for borrowed money, except in the Company's business consistent with past practicesordinary course of business, (p) enter into any other material transaction except in the ordinary course of business, (q) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(oa)-(p) of this SectionSection 3.8, (qr) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (rs) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employeesthe employees of the Company, or (st) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, itthe Company, (u) materially accelerated the collection of accounts receivable or decelerated payment of accounts payable, except in the ordinary course of business consistent with past practice, or (v) made or rescinded any material express or deemed election relating to Taxes, settled or compromised any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or except as may be required by applicable law, made any change to any of its material methods of reporting income or deductions for federal income tax purposes from those employed in the preparation of its most recently filed federal income tax return.