Common use of Conduct of Business Etc Clause in Contracts

Conduct of Business Etc. (a) From the date hereof until and through the end of the Closing Date, except for entering into and performing under this Agreement and except for the matters referred to in Section 4.2 of the Seller's Disclosure Letter and the effect of the consummation of the transactions contemplated hereby or as otherwise consented to by the Purchaser in writing, which consent, in the case of all matters relating to the Excluded Assets and the Excluded Liabilities, shall not be unreasonably withheld, the Seller shall cause the Company (i) to conduct its business in the ordinary course in substantially the same manner in which it previously has been conducted and (ii) not to take, or omit from taking, any action that would, or that could reasonably be expected to, cause the business of the Common Operation not to be conducted in the ordinary course in substantially the same manner in which it previously has been conducted. The Seller shall not, and shall not permit the Company to, take any action that would, or that could reasonably be expected to, result in any of the conditions to the purchase and sale of the Shares set forth in Section 5 not being satisfied. (b) Except as set forth in Section 4.2 of the Seller's Disclosure Letter or as otherwise expressly permitted or required by the terms of this Agreement, the Seller shall not permit the Company to do any of the following without the prior written consent of the Purchaser, which consent, in the case of all matters relating to the Excluded Assets and the Excluded Liabilities, shall not be unreasonably withheld: (i) amend its Certificate of Incorporation or By-Laws; (ii) redeem or otherwise acquire any shares of its capital stock or issue any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of capital stock; (iii) incur or assume any liabilities, obligations or indebtedness for borrowed money or guarantee any such liabilities, obligations or indebtedness, other than as may arise from actions of the Operator in connection with the Common Operation; (iv) permit, allow or suffer any of its assets to become subjected to any Lien, except for Permitted Liens; (v) cancel any material indebtedness or waive any claims or rights of substantial value, except (A) in the ordinary course of business consistent with past practice or (B) as may arise from actions of the Operator in connection with the Common Operation; (vi) make any change in any method of accounting or accounting practice or policy of the Company other than those required by GAAP; (vii) sell, lease or otherwise dispose of any of its material assets, other than (A) with respect to the Excluded Assets, in the ordinary course of business consistent with past practice or (B) as may arise from actions of the Operator in connection with the Common Operation; (viii) waive any right under the Operating Agreement or give any consent thereunder; (ix) enter into any currency exchange, interest rate exchange, commodity exchange, hedging, derivative or other similar agreements; or (x) agree, whether in writing or otherwise, to any of the foregoing.

Conduct of Business Etc. (a) From the date hereof until and through the end of the Closing DateClosing, except for entering into and performing under this Agreement and except for the matters referred to in Section 4.2 of to the Seller's Disclosure Letter and Letter, the effect of the consummation of the transactions contemplated hereby or as otherwise consented to by the Purchaser in writing, which consent, in the case of all matters relating to the Excluded Assets and the Excluded Liabilities, shall not be unreasonably withheld, the Seller Sellers shall cause the Company (i) Companies and their respective subsidiaries to conduct its business in the ordinary course in substantially the same manner in which it previously has been conducted and (ii) not to take, or omit from taking, any action that would, or that could reasonably be expected to, cause the business of the Common Operation not to be conducted Business in the ordinary course in substantially the same manner in which it previously has been conducted. The Seller Sellers shall not, and shall not permit the either Company or any subsidiary to, take any action that would, or that could reasonably be expected to, result in any of the conditions to the purchase and sale of the Company Shares set forth in Section 5 Article 6 not being satisfied. (b) Except . In addition, except as set forth in Section 4.2 of to the Seller's Disclosure Letter or as otherwise expressly permitted or required by in the terms of this Agreement, the Seller neither Sellers nor WMI shall not permit the either Company or any subsidiary to do any of the following without the prior written consent of the Purchaser, which consent, in the case of all matters relating to the Excluded Assets and the Excluded Liabilities, shall not be unreasonably withheld: (i) amend its Certificate Certificates of Incorporation or By-Lawslaws or comparable governing instruments; (ii) declare or pay any dividend or make any other distribution to its stockholders whether or not upon or in respect of any shares of its capital stock; provided, however, that (A) dividends and distributions may continue to be made by the subsidiaries to such Company and (B) dividends and distributions of cash may continue to be made by such Company to the applicable Seller or its affiliates; (iii) redeem or otherwise acquire any shares of its capital stock or issue any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of capital stock; (iii) incur or assume any liabilities, obligations or indebtedness for borrowed money or guarantee any such liabilities, obligations or indebtedness, other than as may arise from actions of the Operator in connection with the Common Operation; (iv) permit, allow increase the compensation payable to or suffer any of its assets to become subjected payable to any Liendirector, officer or member of senior management of such Company or any subsidiary, except for Permitted Liens; (v) cancel any material indebtedness increases in salary or waive any claims or rights of substantial value, except (A) wages in the ordinary course of business consistent with past practice or (B) as may arise from actions payable or to become payable upon promotion to an office having greater operational responsibilities; provided that no such increase shall be in excess of the Operator in connection with the Common Operation$15,000 per annum for any individual employee; (viv) make grant any change in any method of accounting severance or accounting practice or policy of the Company termination pay (other than those required by GAAP; (vii) sell, lease or otherwise dispose of any of its material assets, other than (A) with respect pursuant to the Excluded Assets, severance policies of such Company and its subsidiaries as in effect on the ordinary course date of business consistent with past practice or (B) as may arise from actions of the Operator in connection with the Common Operation; (viii) waive any right under the Operating Agreement or give any consent thereunder; (ix) enter into any currency exchange, interest rate exchange, commodity exchange, hedging, derivative or other similar agreements; or (x) agree, whether in writing or otherwise, to any of the foregoing.this

Conduct of Business Etc. (a) From the date hereof until and through the end of the Closing Date, except for entering into and performing under this Agreement and until the Closing ("Interim Period"), except for the matters referred to in Section 4.2 of the Seller's Disclosure Letter and the effect of the consummation of the transactions contemplated hereby or as is otherwise consented to approved by the Purchaser in writing, writing (which consent, in the case of all matters relating to the Excluded Assets and the Excluded Liabilities, approval shall not be unreasonably withheldwithheld or delayed), the Seller shall cause the Company (i) to conduct its business in the ordinary course in substantially the same manner in which it previously has been conducted and (ii) not to take, or omit from taking, any action that would, or that could reasonably be expected to, cause the business of the Common Operation not to be conducted in the ordinary course in substantially the same manner in which it previously has been conducted. The Seller shall not, and shall not permit the Company to, take any action that would, or that could reasonably be expected to, result in any of the conditions to the purchase and sale of the Shares set forth in Section 5 not being satisfied. (b) Except as set forth in Section 4.2 of the Seller's Disclosure Letter or as otherwise expressly permitted or required by the terms of this Agreement, the Seller shall not permit the Company to do any of the following without the prior written consent of the Purchaser, which consent, in the case of all matters relating to the Excluded Assets and the Excluded Liabilities, shall not be unreasonably withheldshall: (i) amend its Certificate of Incorporation except as permitted or By-Laws; (ii) redeem or otherwise acquire any shares of its capital stock or issue any capital stock or any optioncontemplated by this Agreement, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of capital stock; (iii) incur or assume any liabilities, obligations or indebtedness for borrowed money or guarantee any such liabilities, obligations or indebtedness, other than as may arise from actions of cause the Operator in connection with Company to carry on the Common Operation; (iv) permit, allow or suffer any of its assets to become subjected to any Lien, except for Permitted Liens; (v) cancel any material indebtedness or waive any claims or rights of substantial value, except (A) Transmission Business in the ordinary course of business consistent with past practice and, to the extent consistent with such business, use all reasonable efforts to preserve intact the present business organization and to preserve its relationships with customers, suppliers and others having business dealings with the Company; (ii) except as required for the LLC Conversion, cause the Company to maintain its corporate existence and, to the extent within the control of Seller, cause the Company to maintain all qualifications of the Company that are required for it to carry on the Transmission Business as set forth in clause (i) above; (iii) except as required for the LLC Conversion, not permit the Company to amend its Articles of Incorporation or by-laws; (iv) not permit the Company to (A) create, incur, assume, guarantee or otherwise become liable with respect to any indebtedness for money borrowed, issue or cause to be issued any notes, bonds, debentures, letters of credit or grant any option, warrant or right to purchase any thereof or (B) as may arise from actions of the Operator in connection with the Common Operation; (vi) make issue any change in any method of accounting securities convertible or accounting practice or policy exchangeable for debt securities of the Company other than those required by GAAPindebtedness payable to the Seller which shall be satisfied prior to the Closing as provided in Section 6.1(a)(xiv); (viiv) sellexcept for the distribution of the Excluded Assets to Seller pursuant to Section 6.1(a)(xiii), lease or otherwise dispose refrain from disposing of any of its material assetsCompany Assets and from selling any Company Assets, other than (A) with respect to the Excluded Assets, sales of worn-out or obsolete equipment for fair or reasonable value in the ordinary course of business consistent with past practice practice; (vi) not subject any of its assets, or any part thereof, to any Encumbrance except Permitted Encumbrances; (Bvii) as may arise from actions not permit the Company to merge or consolidate with any other corporation or acquire any stock, securities, property or assets of any other Person; provided, however, that the Operator foregoing restriction shall not prohibit any acquisition of property or assets to be used by the Transmission Business in connection with the Common Operationordinary course of business or for capital expenditures permitted by Section 6.1(a)(xi); (viii) waive except as required for the LLC Conversion, not permit the Company to issue any right under equity securities, or enter into any contract, or grant any option, warrant or right, calling for the Operating Agreement issuance of any such securities, or give create or issue any consent thereundersecurities convertible into any such equity securities or convertible into securities in turn so convertible, or enter into any contract, or grant any option, warrant or right, calling for the issuance of any such convertible securities; (ix) enter into not permit the Company to redeem, retire, purchase or otherwise acquire, directly or indirectly, any currency exchangeof its equity interests or declare, interest rate exchange, commodity exchange, hedging, derivative set aside or pay any dividends or other similar agreements; ordistributions in respect of its equity interests; (x) agreeadvise and consult, whether and cause the Company to advise and consult, with Purchaser in writing advance of any material actions (including, without limitation, rate filings) to be taken with respect to regulatory matters or otherwiseother contested matters; (xi) continue to implement the Company's capital expenditure program consistent with the Company's 2003 and (if applicable) 2004 capital expenditure budgets and, except as provided in such budgets, Seller will not, and will not permit the Company, to commit to make any capital expenditures, capital additions or capital improvements with respect to the Transmission Business which would be binding on the Company following the Closing Date; (xii) other than in the ordinary course of business, enter into or amend any Material Contract, in each case except to the extent related to any capital expenditure permitted by Section 6.1(a)(xi); (xiii) immediately prior to the Closing, cause the Company to distribute the Excluded Assets to Seller and obtain the release of the foregoingCompany from further liabilities or obligations in respect of the Excluded Obligations; (xiv) immediately prior to the Closing, satisfy all intercompany obligations between the Company and Seller as follows: (A) if the aggregate intercompany accounts shows a net liability owed by the Company to Seller, such obligation shall be satisfied by Seller being deemed to make a contribution to the Company's capital in the amount of such obligation, or (B) if the aggregate intercompany accounts show a net liability owed by Seller to the Company, such obligation shall be paid in full by Seller in cash; (xv) continue to maintain all material items of personal property and fixtures constituting a part of the Company Assets that are used or useful in the normal operations of the Transmission Business in all material respects in an operating condition and state of repair (normal wear and tear excepted) adequate for the current use of such item in the ordinary conduct of the Transmission Business; (xvi) maintain in full force and effect all Permits held by the Company and Seller (as such Permits relate to the Transmission Business), except for those Permits the failure of which to maintain in full force and effect would not materially impair the use of the Company Assets for the purposes for which they are held or the value of the interest therein; (xvii) duly and timely file or cause to be filed all reports and returns required to be filed with any Governmental Authority and promptly pay or cause to be paid when due all Taxes, assessments and governmental charges, including interest and penalties levied or assessed, unless diligently contested in good faith by appropriate proceedings; (xviii) not change its methods of accounting that were in effect on December 31, 2002, except as required by GAAP or applicable law as recommended by its independent auditors; (xix) not make any material Tax election or settle any material Tax controversy; (xx) not permit any material insurance policy naming the Company as a beneficiary or loss-payable to expire or be canceled or terminated, unless a comparable insurance policy reasonably acceptable to Purchaser is obtained and in effect; (xxi) immediately prior to the Closing, terminate or cause the Company to terminate all contracts or service agreements between the Company and Seller or Seller's other Affiliates except for the Operative Documents and any other agreement contemplated by this Agreement; (xxii) provide Purchaser with updated financial statements each calendar quarter ending September 30, 2003 and thereafter, prepared in a manner consistent with the Base Financial Statements, within 45 days after the end of such calendar quarter; (xxiii) obtain prior to the Closing any air permits required for the operation of its Xxxxxxxxx and Kalifonski compressor stations; and (xxiv) Prior to the Closing, perform at Seller's cost and expense, the land curative work described in Section 6.1(a)(xxiv) of Seller's Disclosure Schedule.

Conduct of Business Etc. (a) From the date hereof until and through the end Closing, except as set forth in Section 4.2.1 of the Closing DateShareholder's Disclosure Schedule, except for entering into and performing under contemplated by this Agreement and except for the matters referred to in Section 4.2 of the Seller's Disclosure Letter and the effect of the consummation of the transactions contemplated hereby or as otherwise consented to by the Purchaser in writing, which consent, in the case of all matters relating to the Excluded Assets and the Excluded Liabilities, shall not be unreasonably withheld, the Seller Shareholder shall cause the Company and each of its Subsidiaries to: (ia) to conduct carry on its business in the ordinary course in substantially the same manner in which it previously has been conducted and consistent with past practices, and, consistent with past practices, use reasonable efforts to preserve intact its present business organization and to preserve its relationships with customers, suppliers, employees and others having business dealings with it; (iib) not to takeamend its charter documents or by-laws; (c) not merge or consolidate with, or omit from taking, any action that wouldagree to merge or consolidate with, or that could reasonably be expected to, cause the business purchase substantially all of the Common Operation assets of, or otherwise acquire any business or any corporation, partnership, association or other business organization or division thereof; (d) not to be conducted in the ordinary course in substantially the same manner in which it previously has been conducted. The Seller shall not, and shall not permit the Company to, take any action that wouldor omit to take any action, which action or that could reasonably be expected to, omission would result in a breach or inaccuracy of any of the conditions to representations and warranties set forth in this Agreement in any material respect at, or as of any time prior to, the purchase and sale Closing or which if engaged in since June 30, 1997 but before the date hereof, would constitute a breach of the Shares representations and warranties set forth in Section 5 not being satisfied. (b) Except as set forth in Section 4.2 of the Seller's Disclosure Letter or as otherwise expressly permitted or required by the terms of this Agreement, the Seller shall not permit the Company to do any of the following without the prior written consent of the Purchaser, which consent, in the case of all matters relating to the Excluded Assets and the Excluded Liabilities, shall not be unreasonably withheld: (i) amend its Certificate of Incorporation or By-Laws2.15; (iie) redeem not sell assign, transfer, convey, lease, mortgage, encumber or otherwise acquire pledge any shares of its capital stock or issue any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of capital stock; (iii) incur or assume any liabilities, obligations or indebtedness for borrowed money or guarantee any such liabilities, obligations or indebtedness, material assets other than as may arise from actions of the Operator in connection with the Common Operation; (iv) permit, allow or suffer any of its assets to become subjected to any Lien, except for Permitted Liens; (v) cancel any material indebtedness or waive any claims or rights of substantial value, except (A) Inventory in the ordinary course of business consistent with past practice or (B) as may arise from actions of the Operator in connection with the Common Operationpractices; (vif) make any change maintain its books of account and records in any method of accounting or accounting practice or policy of the Company other than those required by GAAPits usual, regular and ordinary manner, consistent with its past practice; (viig) sellnot incur any indebtedness for borrowed money, lease or assume, guarantee, endorse (other than endorsements for deposit or collection in the ordinary course of business), or otherwise dispose become responsible for obligations of any other Person; (h) not issue or commit to issue any shares of its material assetscapital stock or any other securities or any securities convertible into shares of its capital stock or any other securities, other than including options and warrants therefor; (Ai) not declare, pay or incur any obligation to pay any dividend on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to the Excluded Assetscapital stock; (j) not cancel, release or assign any indebtedness owed to it or any material claims or rights held by it, except in the ordinary course of business and consistent with past practice practice; (k) not make any investment either by purchase of stock or securities, contributions to capital, property transfer, loan or advance (Bincluding advances to the Shareholder) as may arise from actions of the Operator in connection with the Common Operation; (viii) waive any right under the Operating Agreement or give any consent thereunder; (ix) enter into any currency exchange, interest rate exchange, commodity exchange, hedging, derivative or other similar agreements; or (x) agree, whether in writing or otherwise, or by the purchase of any property or assets of any other Person, including contributions to any of the foregoing.Accuride Mexico or its subsidiaries, including Servicios AISA, AKW or AOT, Inc.;

Conduct of Business Etc. (a) From the date hereof until and through the end of the Closing DateClosing, except (i) for entering into and performing under this Agreement and except for the matters referred to in Section 4.2 of the Seller's Disclosure Letter and the effect of the consummation of consummating the transactions contemplated hereby hereby, (ii) as set forth in Schedule 5.2 of the Disclosure Letter or (iii) as otherwise consented to by the Purchaser in writing, which consent, in the case of all matters relating such consent not to the Excluded Assets and the Excluded Liabilities, shall not be unreasonably withheld, the Seller Company and each of its Subsidiaries shall cause the Company (i) to conduct its business in the ordinary course in substantially consistent with past practice and comply with all Applicable Laws and preserve its business organization intact and, to the same manner in which it previously has been conducted extent consistent therewith, keep available the services of their present officers and (ii) not to take, or omit from taking, any action that would, or that could reasonably be expected to, cause the other key employees and preserve its assets and business of the Common Operation not to be conducted in the ordinary course in substantially the same manner in which it previously has been conducted. The Seller shall notrelationships, and shall will not permit the Company to, take any action that would, or that could reasonably be expected to, result in any of the conditions to the purchase and sale of the Shares set forth in Section 5 not being satisfied. (b) Except as set forth in Section 4.2 of the Seller's Disclosure Letter or as otherwise expressly permitted or required by the terms of this Agreement, the Seller shall not permit the Company to do any of the following without the prior written consent of the Purchaser, which consent, in the case of all matters relating to the Excluded Assets and the Excluded Liabilities, shall not be unreasonably withheldactions: (ia) amend its Certificate of Incorporation directly or By-Laws; (ii) indirectly, issue, grant, sell, transfer, authorize, encumber, purchase, acquire or redeem or otherwise acquire any shares of capital stock, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of any class or series of its capital stock or issue any capital stock other voting securities (including debt with the right to vote), or enter into any optionagreement, warrant understanding or right relating thereto or any securities convertible into or exchangeable for any shares arrangement with respect to the voting of its capital stock; (iiib) incur or assume modify any liabilities, obligations or indebtedness for borrowed money or guarantee any such liabilities, indebtedness other than to pay interest or other amounts due and payable under the terms of the Company' outstanding indebtedness for borrowed money; (c) incur or modify any obligations or indebtednessliabilities (whether absolute or contingent, and whether due or to become due), other than as may arise from actions in the ordinary course of the Operator in connection business consistent with the Common Operationpast practice; (ivd) permitrepay or redeem, allow cancel or suffer forgive any indebtedness or obligation (except in accordance with the mandatory provisions of the instruments governing such indebtedness), in each case other than in the ordinary course of business consistent with past practice; (e) except as required by U.S. GAAP, revalue any of its assets to become subjected to or change in any Lien, except for Permitted Liensmaterial respect its accounting principles or methods; (f) except as required by Applicable Law or the terms of any Plan or other agreement existing as of the date of this Agreement, (i) increase the compensation or fringe benefits of any present or former Employee or director of the Company or any of its Subsidiaries, (ii) grant any severance or termination pay to any present or former Employee except in the ordinary course of business, or to any present or former director or officer of the Company or any of its Subsidiaries, (iii) loan or advance any money or other property to any present or former Employee or director of the Company or any of its Subsidiaries or any other Person (other than an Affiliate of the Company) except in the ordinary course of business of Jafra Fin, S.A. de C.V. in amounts not exceeding limits in Company policies and other than relocation loans, business expense advances or inter-company loans in the ordinary course of business consistent with past practice, (iv) establish, adopt, enter into, amend or terminate any Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Plan if it were in existence as of the date of this Agreement, or (v) cancel grant any equity or equity-based awards; (g) change the arrangements, policies or practices relating to Independent Contractors in any material indebtedness respect (other than promotions related to sponsoring qualified new consultants, products, sweepstakes or waive sales and marketing, and the launching of new products in the ordinary course of business); (h) transfer, lease, license, sublicense, assign, sell, mortgage, pledge, subject to any claims Lien or rights otherwise dispose of substantial valueor incur or subject any encumbrance on, except any material property or assets owned by the Company or its Subsidiaries other than (Ai) pursuant to non-exclusive licenses or (ii) in the ordinary course of business consistent with past practice or (B) as may arise from actions of the Operator in connection with the Common Operationpractice; (vii) make enter into, terminate, cancel, fail to renew in accordance with renewal provisions set forth therein, waive compliance with the material terms of or breaches under, or materially modify, any change Material Contract or License, except in the ordinary course of business; (j) enter into, terminate, cancel, fail to renew in accordance with renewal provision set forth therein, waive compliance with the material terms of or breaches under, or materially modify, any method Contract with any Affiliate of accounting the Company, including any Seller or accounting practice any of its Affiliates (but excluding any Contract between the Company and any of its Subsidiaries), except as expressly contemplated by this Agreement; (k) declare, set aside or policy pay any dividends or distributions on any capital stock of the Company other than those required by GAAPor its Subsidiaries; (viil) sellmake or change any material elections with respect to Taxes, lease file or otherwise dispose amend any material Tax Return, change an annual Tax accounting period, adopt or change any material Tax accounting method, enter into any material closing agreement, settle any material Tax claim or assessment, or surrender any right to claim a material refund of Taxes, except to the extent any such action is consistent with past practice or taken as part of the ordinary course of conduct of the business; (m) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Company or any of its Subsidiaries; (n) acquire or agree to acquire (by merger, consolidation, acquisition of assets or otherwise), or make any capital contribution to or investments in, any Person or material assets, or any voting or non-voting equity securities or similar ownership interests in any Person in each case other than to or in a Subsidiary of the Company; (Ao) split, combine or reclassify any shares of any class or series of its capital stock; (p) commit to any capital expenditure, individually or in the aggregate, in excess of $500,000; (q) hire or terminate any employee with respect annual compensation of $100,000 or more, or with a bonus in excess of $50,000; (r) amend any provisions of its certificate of incorporation or bylaws or other organizational documents; (s) commence, undertake or engage in any new line of business or expand an existing line of business to a territory outside of the United States (other than any existing territory in which the Company or its Subsidiaries operate); (t) reduce any insurance coverage material to the Excluded AssetsCompany or permit any insurance policy or arrangement naming or providing for it as a beneficiary or a loss payable payee to be cancelled or terminated; (u) settle, compromise, or commence any material Action, or waive, assign or release any material rights or claims except in the ordinary course of business consistent with past practice or (B) as may arise from actions of the Operator in connection with the Common Operation;practice; or (viii) waive any right under the Operating Agreement or give any consent thereunder; (ixv) enter into any currency exchangeagreement, interest rate exchange, commodity exchange, hedging, derivative arrangement or other similar agreements; or (x) agree, whether in writing or otherwise, understanding to do any of the foregoing.

Conduct of Business Etc. (a) From the date hereof of this Agreement until and through the end of the Closing DateClosing, except as provided for entering into and performing under in this Agreement and except for the matters referred to in (including Section 4.2 of the Seller's Disclosure Letter and the effect of the consummation of the transactions contemplated hereby 5.5) or as otherwise consented to by the Purchaser Investor in writing, which consent, in the case of all matters relating such consent not to the Excluded Assets and the Excluded Liabilities, shall not be unreasonably withheld, the Seller shall : (a) RACI will and will cause the Company (i) and each of its Subsidiaries to conduct its business in the ordinary course in substantially the same manner in which it previously has been conducted and (ii) not to take, or omit from taking, any action that would, or that could reasonably be expected to, cause the business of the Common Operation not to be conducted in the ordinary course in substantially the same manner in which it previously has been conducted. The Seller shall not, and shall not permit the Company to, take any action that would, or that could reasonably be expected to, result in any of the conditions to the purchase and sale of the Shares set forth in Section 5 not being satisfied.; (b) Except as RACI will not declare, set forth in Section 4.2 of the Seller's Disclosure Letter aside or as otherwise expressly permitted pay any dividend or required by the terms of this Agreement, the Seller shall not permit the Company other distribution with respect to do its capital stock or redeem or repurchase any of the its capital stock, except for repurchases of shares of Common Stock, Deferred Shares and Options upon or following without the prior written consent termination of the Purchaser, which consent, in the case of all matters relating employment pursuant to the Excluded Assets and the Excluded Liabilities, shall not be unreasonably withheld: (i) amend its Certificate of Incorporation or By-LawsManagement Agreements; (iic) redeem or otherwise acquire neither RACI nor any of its Subsidiaries will issue any shares of any class of its capital stock or issue any capital stock or any optionother ownership interest, warrant or right relating thereto or any securities convertible into or exchangeable for any such shares or interest or any profit participation interest, other than upon exercise of capital stockany outstanding Options, in respect of outstanding Deferred Shares, pursuant to the Election Forms or relating to normal cash bonuses under annual bonus plans; (iiid) incur neither RACI nor any of its Subsidiaries will pay, grant or assume commit to grant any liabilitiesmaterial increase in any remuneration of any shareholder, obligations director or indebtedness for borrowed money or guarantee any such liabilities, obligations or indebtedness, other than as may arise from actions member of senior management of the Operator Company; (e) neither RACI nor any of its Subsidiaries will enter into any transactions with any shareholder, director or officer of RACI or any of its Subsidiaries or any Affiliate of such Persons; and (f) neither RACI nor any of its Subsidiaries will pay Xxxxxxx, Dubilier & Rice, Inc. a deal fee or any other similar transaction fee under the C&D Consulting Agreement in connection with the Common Operation; (iv) permit, allow or suffer any of its assets to become subjected to any Lien, except for Permitted Liens; (v) cancel any material indebtedness or waive any claims or rights of substantial value, except (A) in the ordinary course of business consistent with past practice or (B) as may arise from actions of the Operator in connection with the Common Operation; (vi) make any change in any method of accounting or accounting practice or policy of the Company other than those required transactions contemplated by GAAP; (vii) sell, lease or otherwise dispose of any of its material assets, other than (A) with respect to the Excluded Assets, in the ordinary course of business consistent with past practice or (B) as may arise from actions of the Operator in connection with the Common Operation; (viii) waive any right under the Operating Agreement or give any consent thereunder; (ix) enter into any currency exchange, interest rate exchange, commodity exchange, hedging, derivative or other similar agreements; or (x) agree, whether in writing or otherwise, to any of the foregoingthis Agreement.

Conduct of Business Etc. (a) From the date hereof until and through the end of the Closing DateClosing, except for (i) entering into and performing under this Agreement and except for the Additional Transfer Agreements, (ii) the matters referred to in Section 4.2 of the Seller's Disclosure Letter and Schedule 4.2, (iii) the effect of the consummation of the transactions contemplated hereby or by this Agreement and the Additional Transfer Amended and Restated 18 Stock Purchase Agreement Agreements and (iv) as otherwise consented to by the Purchaser in writing, which consent, in the case of all matters relating such consent not to the Excluded Assets and the Excluded Liabilities, shall not be unreasonably withheld, the Seller Sellers shall cause the Company (i) Groups and the German Branches to conduct its business their Business in the ordinary course in substantially the same manner in which it previously has been conducted and (ii) not to take, or omit from taking, any action that would, or that could reasonably be expected to, cause the business of the Common Operation not to be conducted in the ordinary course in substantially the same manner in which it previously has been conducted. The Seller shall not, and shall not permit the Company to, take any action that would, or that could reasonably be expected to, result in any would cause a breach of the conditions to the purchase and sale of the Shares set forth in Section 5 not being satisfied2.15. (b) Except Notwithstanding Section 4.2(a), except as set forth in Section 4.2 contemplated by this Agreement and the Additional Transfer Agreements, the Sellers shall cause each member of the Seller's Disclosure Letter or as otherwise expressly permitted or required by the terms of this AgreementCompany Groups not to, the Seller and Spirent GmbH shall not permit with respect to the Company to do any of the following German Branches, without the prior written consent approval of the Purchaser, which consent, in the case of all matters relating to the Excluded Assets and the Excluded Liabilities, shall not be unreasonably withheld: (i) amend its Certificate of Incorporation or By-LawsOrganizational Documents; (ii) redeem or otherwise acquire incur any shares of its capital stock or issue any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of capital stock; (iii) incur or assume any liabilities, obligations or third party indebtedness for borrowed money or guarantee any such liabilities, obligations or indebtedness, other than as may arise from actions of the Operator in connection with the Common Operation; (iv) permit, allow or suffer any of its assets to become subjected to any Lienmoney, except for Permitted Liens; (vx) cancel any material indebtedness or waive any claims or rights of substantial value, except (A) borrowings in the ordinary course of business consistent with past practice and (y) indebtedness that will be discharged prior to or (B) as may arise from actions of on the Operator in connection with the Common OperationClosing Date or refinanced by loans that give rise to Designated Receivables; (viiii) make any change in acquisition or disposition of capital stock or other securities or assets of any method of accounting or accounting practice or policy Person outside of the Company other than those required by GAAP; (vii) sellordinary course of business and in excess of $250,000, lease or otherwise dispose excluding all acquisitions of any of its material assets, other than (A) with respect to the Excluded Assets, inventory and equipment in the ordinary course of business consistent with past practice or (B) as may arise from actions of the Operator in connection with the Common Operationpractice; (viiiiv) waive adopt, amend in any right material respect, enter into or terminate any Plan, severance plan, collective bargaining agreement, employment contract or make awards or distributions under any Plan, except awards or distributions to any participant or employee in the Operating Agreement or give any consent thereunderordinary course consistent with past practice; (ixv) enter into make any currency exchange, interest rate exchange, commodity exchange, hedging, derivative election inconsistent with past practice relating to Taxes unless such election is required by law or other similar agreementswould not reasonably be expected to have a Material Adverse Effect; or (xvi) agree, whether in writing commit or otherwise, resolve to do or authorize any of the foregoing.

Conduct of Business Etc. (a) From the date hereof until and through the end of the Closing DateClosing, except (A) for entering into the execution of and performing the performance under this Agreement and except the Ancillary Agreements, (B) for the matters referred to in Section 4.2 of the Seller's Disclosure Letter and the effect of the consummation of the transactions contemplated hereby and thereby, (C) for the performance of the Sellers' obligations hereunder and thereunder or (D) as otherwise consented to by the Purchaser in writing, which consent, in the case of all matters relating such consent not to the Excluded Assets and the Excluded Liabilities, shall not be unreasonably withheldwithheld or delayed, the Seller Sellers shall cause each member of the Target Company Group to: (i) to conduct its their business in the ordinary course in substantially the same manner in which it previously has been conducted and use all reasonable efforts to preserve intact its present business organization, maintain its properties in good operating condition and repair, keep available the services of its present officers (iiother than those officers disclosed to Purchaser in writing) not to take, or omit from taking, any action that would, or that could reasonably be expected to, cause the business of the Common Operation not to be conducted in the ordinary course in substantially the same manner in which it previously has been conducted. The Seller shall notand significant employees, and shall not permit the Company topreserve its relationship with customers, take any action that wouldsuppliers and others having business dealings with it, or that could reasonably be expected to, result in any of the conditions to the purchase end that its goodwill and sale of going business shall be in all material respects unimpaired following the Shares set forth in Section 5 not being satisfied. (b) Except as set forth in Section 4.2 of the Seller's Disclosure Letter or as otherwise expressly permitted or required by the terms of this Agreement, the Seller shall not permit the Company to do any of the following without the prior written consent of the Purchaser, which consent, in the case of all matters relating to the Excluded Assets and the Excluded Liabilities, shall not be unreasonably withheld: (i) amend its Certificate of Incorporation or By-LawsClosing; (ii) redeem or otherwise acquire any shares of its capital stock or issue any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of capital stock; (iii) incur or assume any liabilities, pay accounts payable and other obligations or indebtedness for borrowed money or guarantee any such liabilities, obligations or indebtedness, other than as may arise from actions of the Operator in connection with the Common Operation; (iv) permit, allow or suffer any of its assets to when they become subjected to any Lien, except for Permitted Liens; (v) cancel any material indebtedness or waive any claims or rights of substantial value, except (A) due and payable in the ordinary course of business consistent with past practice or (B) as may arise from actions of the Operator in connection with the Common Operationprior practice; (viiii) make any change perform in any method all material respects all of accounting its obligations under all Company Contracts and other agreements and instruments relating to or accounting practice affecting the Business, and comply in all material respects with all laws applicable to it or policy of the Company other than those required by GAAPBusiness; (viiiv) sell, lease not take any action or otherwise dispose omit to take any action which act or omission would result in the inaccuracy of any of its material assetsrepresentations and warranties set forth herein if such representations or warranties were to be made immediately after the occurrence of such act or omission; and (v) not otherwise engage in any practice, take any action or enter into any transaction of the sort described in Section 2.14 above. From and after the date hereof until the Closing, the Sellers shall not cause or permit any member of the Target Company Group to pay any liabilities or obligations other than (A) with respect trade payables and accrued expenses (including interest on indebtedness for borrowed money and the interest component of finance lease obligations) to unAffiliated third parties which are included in the Excluded AssetsJuly 4, 1999 balance sheet included in the Financial Statements, (B) trade payables and accrued expenses (including interest on indebtedness for borrowed money and the interest component of finance lease obligations) to unAffiliated third parties incurred subsequent to July 4, 1999 in the ordinary course of business and consistent with past practice practice, (C) reimbursement of Sellers' direct out-of-pocket costs for Seller Group Employees, but not for any allocation of overhead or similar charge, incurred subsequent to July 4, 1999 in the ordinary course of business and consistent with past practice, (D) payments to Sellers and their Affiliates for products supplied to the Target Company Group subsequent to July 4, 1999 in the ordinary course of business and consistent with past practice, PROVIDED that the charges for such products are no greater than charged to unAffiliated third parties, (E) reimbursement of Sellers' direct out-of-pocket costs for the accounting personnel assisting in the implementation of the new accounting system in Dallas, but not for any allocation of overhead or similar charge, incurred subsequent to July 4, 1999 in the ordinary course of business and consistent with past practice, (F) the Target Company Group's allocable portion of insurance premiums and employee benefit costs, in each case, incurred subsequent to July 4, 1999 in the ordinary course of business and consistent with past practice, (G) payments to Employees and operating expenses incurred by such persons in the performance of their employment-related duties and obligations, in each case incurred subsequent to July 4, 1999 in the ordinary course of business and consistent with past practice, (H) payments relating to the employment of Robix Xxxxxxx xxxurred subsequent to July 4, 1999 in the ordinary course of business and consistent with past practice, (I) fees charged by financial institutions and governmental agencies incurred subsequent to July 4, 1999 in the ordinary course of business and consistent with past practice, (J) liabilities listed on Schedule 4.2.1 (the "LIABILITIES SCHEDULE") in accordance with the payment schedule set forth on the Liabilities Schedule, (K) Taxes relating to any member of the Target Company Group due and payable for any taxable period (or a portion thereof) beginning on or after January 1, 1999, and (L) payments in respect of any overdraft facility of any member of the Target Company Group. Notwithstanding anything herein to the contrary, (A) the Target Company Group may transfer to the Sellers on or before the Closing Date Tax receivables relating to 1998 Tax refunds in the aggregate amount of (pound)236,000, an insurance policy in the amount of (pound)263,000 relating to the deferred compensation plan being retained by Sellers and (pound)194,000 in respect of Taxes relating to any member of the Target Company Group for any taxable period (or a portion thereof) beginning on or after January 1, 1999 directly or indirectly previously paid by the Sellers or any Non-Company Affiliates, (B) as Curamik may arise from actions pay the (pound)277,000 dividend declared by Curamik in respect of its 1998 profits, and (c) the members of the Operator Target Company Group may transfer such amounts to the Sellers or the Non-Company Affiliates, as applicable (which amounts shall be determined by the Sellers Representative in connection with good faith and based on the Common Operation; (viii) waive any right under the Operating Agreement or give any consent thereunder; (ix) enter into any currency exchange, interest rate exchange, commodity exchange, hedging, derivative or other similar agreements; or (x) agree, whether in writing or otherwise, to any annualized actual 1999 income of the foregoingapplicable members of the Target Company Group, as represent each installment due and payable on or prior to the Closing Date for timely payment of estimated 1999 Combined Income Taxes.

Conduct of Business Etc. (a) From the date hereof until and through the end of the Closing DateClosing, except for entering into and performing under as set forth on Schedule 4.2.1, contemplated by this Agreement and except for the matters referred to in Section 4.2 of the Seller's Disclosure Letter and the effect of the consummation of the transactions contemplated hereby or as otherwise consented to by the Purchaser in writing, which consent, in the case of all matters relating such consent not to the Excluded Assets and the Excluded Liabilities, shall not be unreasonably withheld, the Seller shall cause each of the Company Companies to: (ia) to conduct carry on its business in the ordinary course in substantially the same manner in which it previously has been conducted and use commercially reasonable efforts to preserve intact its present business organization, keep available the services of its executive officers and key employees and preserve its relationships with customers, clients and others having material business dealings with it, except that in the case of individuals who are currently dual officers of both the Seller and any of the Companies, the Seller may terminate the appointment of such individuals as officers of the Seller and terminate related agreements to indemnify such officers for their conduct as officers of the Seller or of any of the Companies; provided, however, that no such termination of an indemnification agreement shall operate retroactively to deny any individual the benefit of such indemnification or the benefit of directors and officers insurance coverage, as in effect on the date of this Agreement (i) for any period prior to the termination of the individual's status as an officer of the Seller, with regard to conduct in such capacity, or (ii) for any period prior to the Closing Date, with regard to conduct as an officer of any of the Companies; (b) not to takeamend its charter documents or by-laws; (c) not merge or consolidate with, or omit from takingagree to merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any business of, or enter into any joint venture or partnership with, any corporation, partnership, association or other business organization or division thereof; (d) not take any action that wouldor omit to take any action, hich action or omission would result in a breach or inaccuracy of any of the representations and warranties set forth in Section 2.15 at, or that could reasonably be expected as of any time prior to, cause the business Closing; (e) not sell any of its own assets outside the Common ordinary course of business; (f) maintain its books of account and records (including, without limitation, preparing pro forma tax returns) in its usual, regular and ordinary manner, consistent with its past practice; (g) not amend or modify any Account Contract, Property Management Contract, Plan of Operation not or Investment Contract, except for (i) amendments or modifications required by any applicable federal, state or local law, (ii) renewals, (iii) non-material amendments to be conducted Account Contracts or Investment Contracts, or (iv) amendments to Property Management Contracts in the ordinary course in substantially of business, or withdraw from the same manner in which it previously has been conducted. The Seller shall not, and shall not permit investment advisory services of the Company toor Equitable Agri-Business any assets currently held in the Equitable General Account as to which the Company or Equitable Agri-Business currently acts as advisor (other than as a result of dispositions of assets in the normal course of operations of the Equitable General Account, take including, without limitation, by way of a "Bulk Sale" as that term is defined in the Property Disposition Agreement); (h) not grant any action that wouldincrease in compensation to any vice president or more senior officer or (except in accordance with past practice) to any other employee; (i) except as required by applicable federal, state or that could reasonably be expected tolocal law, result in connection with the withdrawal of any of the conditions to Companies from a Plan maintained by the purchase Seller and sale the adoption of a substantially similar Plan by the Shares set forth in Section 5 not being satisfied. (b) Except Company, or as set forth on Schedule 4.2.1(i), not adopt, or amend or modify in Section 4.2 any material respect, any employee benefit plan or executive compensation plan, or any severance plan covering any employees of any of the Seller's Disclosure Letter Companies; (j) not agree or as otherwise expressly permitted or required by the terms of this Agreement, the Seller shall not permit the Company commit to do any of the following without foregoing referred to in clauses (a) - (e) and (g) - (i); and (k) promptly advise the Purchaser in writing of any fact, condition, occurrence or change known to the Seller that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or cause a material breach of this Section 4.2, provided, however, that nothing contained in this Section 4.2.1 shall be deemed to impose on the Seller any obligation to create new separate accounts and provided, further, that the parties acknowledge that prior written consent to the Closing the Seller may cause the Company to transfer by dividend to the Seller or an Affiliate of the Purchaser, which consent, in Seller all the case stock of EREIM Managers Corp. and all matters relating to the Excluded Assets and the Excluded Liabilities, shall not be unreasonably withheld: (i) amend its Certificate of Incorporation or By-Laws; (ii) redeem or otherwise acquire any shares of its capital stock or issue any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of capital stock; (iii) incur or assume any liabilities, obligations or indebtedness for borrowed money or guarantee any such liabilities, obligations or indebtedness, other than as may arise from actions of the Operator Company's shares in connection with the Common Operation; (iv) permitColumn Financial, allow or suffer any of its assets to become subjected to any Lien, except for Permitted Liens; (v) cancel any material indebtedness or waive any claims or rights of substantial value, except (A) in the ordinary course of business consistent with past practice or (B) as may arise from actions of the Operator in connection with the Common Operation; (vi) make any change in any method of accounting or accounting practice or policy of the Company other than those required by GAAP; (vii) sell, lease or otherwise dispose of any of its material assets, other than (A) with respect to the Excluded Assets, in the ordinary course of business consistent with past practice or (B) as may arise from actions of the Operator in connection with the Common Operation; (viii) waive any right under the Operating Agreement or give any consent thereunder; (ix) enter into any currency exchange, interest rate exchange, commodity exchange, hedging, derivative or other similar agreements; or (x) agree, whether in writing or otherwise, to any of the foregoing.Inc.