Common use of Conduct of Business in Normal Course Clause in Contracts

Conduct of Business in Normal Course. The Seller covenants and agrees, from and after the date of this Agreement and until the Closing Date or the earlier termination of this Agreement pursuant to Section 10.1, to, and to cause the Company to (a) preserve present relationships and good will with suppliers, customers, landlords and creditors of the Company, (b) operate the business of the Company in the Ordinary Course of Business, (c) maintain the Company’s books and records in accordance with good business practice, GAAP and the Accounting Principles, (d) maintain all Permits that are necessary and currently possessed in relation to the Company’s business, (e) not make any material changes in employee compensation or other employment terms or enter into any employment or collective bargaining agreements or terminate any employees without the Buyer’s prior written consent, which consent shall not be unreasonably withheld; provided, however, that the Company may pay to each of the Members and their spouses, as the case may be, regularly scheduled payments of salary and benefits under any Employee Plan, (f) not issue or sell options, warrants to purchase or rights to subscribe to, or enter into any arrangement or Contract with respect to any of the Seller’s or the Company’s limited liability company membership interests or any of the Seller’s or the Company’s other equity interests or securities, or make any other changes in the capital structure of the Seller or the Company, (g) not make, declare, set aside or pay any dividend or other distribution of any nature, directly or indirectly, to the Seller or the Members on or in respect of any of the membership interests of the Company, (h) not permit either the Company or the Seller, directly or indirectly, to issue, redeem, retire, purchase or otherwise acquire any of its limited liability company membership interests, (i) not permit any of its assets to be subjected to any mortgage, pledge, lien, security, interest, encumbrance, restriction, or charge of any kind, except for those arising by operation of law and except for those subjected in the Ordinary Course of Business, and (j) not accelerate the collection of accounts receivable, delay the payment of accounts payable, accelerate the sale or delivery of inventory or delay the replenishment of inventory, in each case under this clause (j) outside of the Ordinary Course of Business, as measured by reference to the operations of the Company during the six-month period ended on June 30, 2013. Without limiting the generality of the foregoing, the Seller shall not take, or permit the Company to take, any action that would be required pursuant to Section 5.6 to be disclosed on Schedule 5.6 without the Buyer’s prior written consent, which consent shall not be unreasonably withheld.

Conduct of Business in Normal Course. The Seller Each Seller, severally and not jointly, covenants and agrees, except as otherwise expressly contemplated by this Agreement or as specifically consented to in writing by the Purchaser (which consent shall not be unreasonably withheld) and set forth on Schedule 6.02 hereto, from and after the date of this Agreement and until the Closing Date or Date, to use its respective reasonable efforts consistent with good business judgment to maintain its respective present business organizations intact, keep available the earlier termination services of this Agreement pursuant to Section 10.1its respective present employees, to, and to cause the Company to (a) preserve its respective present relationships with Persons having business dealings with it and good will with suppliers, customers, landlords and creditors of the Company, (b) generally operate the its respective business of the Company in the Ordinary Course of Businessordinary and regular course consistent with its prior practices, (c) maintain the Company’s its respective books and records in accordance with good business practice, GAAP on a basis consistent with prior practice, and the Accounting Principles, (d) maintain all Permits that are certificates, licenses and permits necessary for the conduct of its respective business as currently conducted. Each Seller, severally and currently possessed not jointly, covenants and agrees that, except as otherwise expressly contemplated by this Agreement or as specifically consented to in relation to writing by the Company’s business, Purchaser (e) not make any material changes in employee compensation or other employment terms or enter into any employment or collective bargaining agreements or terminate any employees without the Buyer’s prior written consent, which consent shall not be unreasonably withheld; provided), howeverfrom and after the date of this Agreement and until the Closing Date, that such Seller shall not undertake or permit the Company may pay following to each occur with respect to such Seller, any: (a) action or omission which would result in a material adverse change, whether direct or indirect, in the business, operations, condition (financial or otherwise), prospects (as a going concern), liabilities or assets, whether or not insured; (b) transaction not in the ordinary course of business, including without limitation, any sale of all or substantially all of the Members assets (or any merger with any other entity); (c) material damage, destruction or loss, whether or not insured; (d) unfulfilled commitment as of the date of this Agreement requiring expenditures exceeding $75,000 in the aggregate (excluding commitments expressly described elsewhere in this Agreement or the schedules hereto); (e) failure to maintain in full force and their spouseseffect substantially the same level and types of insurance coverage as in effect on December 31, as 1997, or any destruction, damage to, or loss of any asset (whether or not covered by insurance) that materially and adversely affects the case may bebusiness, regularly scheduled payments of salary and benefits under any Employee Planoperations, condition (financial or otherwise), prospects, liabilities or assets; (f) not material change in accounting principles, methods or practices, investment practices, claims, payment and processing practices or policies regarding intercompany transactions; (g) material revaluation of any assets or material write-down of the value of any inventory; (h) any direct or indirect redemption, purchase or other acquisition of any shares of Capital Stock (other than distributions consistent with prior practice); (i) issuance or sale, or agreement to issue or sell optionssell, any Capital Stock except for shares issued upon exercise of options and warrants currently outstanding; (j) amendment to purchase its Certificate of Incorporation, By-laws or other organizational documents; (k) sale, assignment or transfer of any tangible or intangible asset, including any rights to subscribe tointellectual property, except in the ordinary course of business; (l) disposition or lapse of any patent, trademark, trade name, service xxxx or copyright or any application for the foregoing, or disposition of any technology, software or know-how, or any license, permit or authorization to use any of the foregoing; (m) mortgage, pledge or other encumbrance, including Liens and security interests, of any tangible or intangible asset; (n) discharge or satisfaction of any Lien or payment or cancellation of any liability other than payment of current liabilities in the ordinary course of business; (o) entering into any agreement, whether written or oral, or transaction (i) to waive, relinquish, terminate or forebear (other than as contemplated by Section 2.03(b)(vi) hereof) the enforcement of any right not in the ordinary course of business or involving consideration in excess of $75,000 (other than inventory acquisitions and dispositions in the ordinary course of business) or (ii) for the sale or acquisition or lease of any material assets; (p) indebtedness incurred for borrowed money or any commitment to borrow money, any capital expenditure or capital commitment requiring an expenditure of monies in the future, any incurrence of a contingent liability or any guaranty or commitment to guaranty the indebtedness of others entered into, other than customary transactions in the ordinary course of business not in excess of $75,000 in the aggregate; (q) amendment, termination or revocation of (or notice of intent to do so), or a failure in any material respect to perform obligations or the occurrence of any default under, any material contract or agreement to which it is, or as of December 31, 1997 was, a party or of any material license, permit or franchise required for the continued operation of any business conducted by it on December 31, 1997; (r) increase or commitment to the increase of the salary or other compensation payable or to become payable to any officer, director or employee, agent or independent contractors (other than members of the Xxxxx family), the payment of any bonus to the foregoing persons or entering into any employment, consulting or other service agreements except in the ordinary course of business and consistent with past practice and applicable policies and procedures; or (s) enter into any arrangement or Contract material agreement (e.g., relating to capitated payment and discounted fee-for-service arrangements) with respect to any of the Seller’s or the Company’s limited liability company membership interests or any of the Seller’s or the Company’s other equity interests or securitiesphysician, or make any other changes in the capital structure of the Seller or the Companyinsurance company, (g) not make, declare, set aside or pay any dividend managed care organizations or other healthcare organization, other than agreements (for terms not in excess of one year), on customary terms and conditions with past practice. Notwithstanding the foregoing, nothing herein shall preclude any Seller's distribution of any nature, directly or indirectly, to the Seller or the Members on or monies in respect of any its Capital Stock, repayment of the membership interests that certain indebtedness listed on Schedule 6.08, payment of the Company, (h) not permit either the Company or the Seller, directly or indirectly, to issue, redeem, retire, purchase or otherwise acquire any of its limited liability company membership interests, (i) not permit any of its assets to be subjected to any mortgage, pledge, lien, security, interest, encumbrance, restriction, or charge of any kind, except for those arising by operation of law professional reading and except for those subjected other fees in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, and (j) not accelerate the collection settlement or other termination of accounts receivable, delay the payment of accounts payable, accelerate the sale or delivery of inventory or delay the replenishment of inventory, in each case under this clause (j) outside of the Ordinary Course of Business, as measured by reference to the operations of the Company during the six-month period ended on June 30, 2013. Without limiting the generality of the foregoing, the Seller shall not take, or permit the Company to take, any action that would be required pursuant to Section 5.6 to be disclosed those certain purchase orders set forth on Schedule 5.6 without the Buyer’s prior written consent, which consent shall not be unreasonably withheld2.03(b)(vi).

Conduct of Business in Normal Course. The Seller covenants Seller, the Company and agreesthe Physician Stockholders covenant and agree, except as otherwise expressly contemplated by this Agreement or as specifically consented to in writing by the Purchaser, from and after the date of this Agreement and until the Effective Time, to use their respective best efforts consistent with good business judgment to maintain the Company's and the Seller's present business organizations intact, keep available the services of its present employees, preserve its present relationships with Persons having business dealings with them and generally operate its business in the ordinary and regular course consistent with its prior practices, maintain its books and records in accordance with good business practice, on a basis consistent with prior practice and in accordance with GAAP, and maintain all certificates, licenses and permits necessary for the conduct of their respective businesses as currently conducted. The Seller, the Company and the Physician Stockholders covenant and agree that, except as otherwise expressly contemplated by this Agreement or as specifically consented to in writing by the Purchaser, from and after the date of this Agreement and until the Closing Date or Date, neither the earlier termination of this Agreement pursuant to Section 10.1Seller, to, and to cause the Company nor the Physician Stockholders shall undertake or permit the following to (a) preserve present relationships and good will with suppliers, customers, landlords and creditors of the Company, (b) operate the business of the Company in the Ordinary Course of Business, (c) maintain the Company’s books and records in accordance with good business practice, GAAP and the Accounting Principles, (d) maintain all Permits that are necessary and currently possessed in relation to the Company’s business, (e) not make any material changes in employee compensation or other employment terms or enter into any employment or collective bargaining agreements or terminate any employees without the Buyer’s prior written consent, which consent shall not be unreasonably withheld; provided, however, that the Company may pay to each of the Members and their spouses, as the case may be, regularly scheduled payments of salary and benefits under any Employee Plan, (f) not issue or sell options, warrants to purchase or rights to subscribe to, or enter into any arrangement or Contract occur with respect to any of the Seller’s or the Company’s limited liability company membership interests or any of the Seller’s or the Company’s other equity interests or securities, or make any other changes in the capital structure of either the Seller or the Company, any: (a) action or omission which would result in a material adverse change, whether direct or indirect, in the business, operations, condition (financial or otherwise), prospects, liabilities or assets, whether or not insured; (b) transaction not in the ordinary course of business, including without limitation any sale of all or substantially all of the assets (or any merger, consolidation or other business combination with any other entity); (c) material damage, destruction or loss, whether or not insured; (d) individual unfulfilled commitment as of the date of this Agreement requiring expenditures exceeding $10,000 in the aggregate (excluding commitments expressly described elsewhere in this Agreement or the Schedules hereto); (e) failure to maintain in full force and effect substantially the same level and types of insurance coverage as in effect on September 30, 1998, or any destruction, damage to, or loss of any asset (whether or not covered by insurance) that materially and adversely affects the business, operations, condition (financial or otherwise), prospects, liabilities or assets; (f) material change in accounting principles, methods or practices, investment practices, claims, payment and processing practices or policies regarding intercompany transactions; (g) not makematerial revaluation of any assets or material write down of the value of any inventory; (h) declaration, declaresetting aside, set aside or pay any payment of a dividend or other distribution of any nature, directly or indirectly, to the Seller or the Members on or in respect of Capital Stock, or any direct or indirect redemption, purchase or other acquisition of any shares of Capital Stock; (i) issuance or sale or agreement to issue or sell any Capital Stock except for shares issued upon exercise of options and warrants currently outstanding; (j) amendment to Articles of Incorporation or By-laws; (k) sale, assignment or transfer of any tangible or intangible asset, including any rights to intellectual property, except in the ordinary course of business; (l) disposition of or lapse of any patent, trademark, tradename, servicemark or copyright or any application for the foregoing, or disposition of any technology, software or know-how, or any license, permit or authorization to use any of the membership interests of the Companyforegoing; (m) mortgage, (h) not permit either the Company pledge or the Sellerother encumbrance, directly or indirectly, to issue, redeem, retire, purchase or otherwise acquire any of its limited liability company membership including Liens and security interests, of any tangible or intangible asset; (n) discharge or satisfaction of any Lien or payment or cancellation of any liability other than payment of current liabilities in the ordinary course of business; (o) entering into any agreement, whether written or oral, or transaction to (i) waive, relinquish, terminate or forebear the enforcement of any right (x) not in the ordinary course of business or (y) involving consideration in excess of $10,000 (other than inventory acquisitions and dispositions in the ordinary course of business) or (ii) for the sale or acquisition or lease of any material assets; (p) indebtedness incurred for borrowed money or any commitment to borrow money, any capital expenditure or capital commitment requiring an expenditure of monies in the future, any incurrence of a contingent liability or any guaranty or commitment to guaranty the indebtedness of others entered into, other than customary transactions in the ordinary course of business not in excess of $10,000 in the aggregate; (q) amendment, termination or revocation of (or notice of intent to do so), or a failure in any material respect to perform obligations or the occurrence of any default under, any material contract or agreement to which it is, or as of September 30, 1998 was, a party or of any material license, permit or franchise required for the continued operation of any business conducted by it on September 30, 1998; (r) increase or commitment to the increase of its assets the salary or other compensation payable or to be subjected become payable to any mortgageofficers, pledgedirectors or employees, lienagent or independent contractors, security, interest, encumbrance, restriction, or charge of any kind, except for those arising by operation of law and except for those subjected in the Ordinary Course of Business, and (j) not accelerate the collection of accounts receivable, delay the payment of accounts payableany bonus to the foregoing persons or entering into any employment, accelerate consulting or other service agreements except in the sale ordinary course of business and consistent with past practice and applicable policies and procedures; (s) material agreement with any physician, insurance company, managed care organization or delivery of inventory other healthcare organization; (t) agreement or delay the replenishment of inventory, in each case under this clause (j) outside understanding to take any of the Ordinary Course of Business, as measured by reference to the operations of the Company during the six-month period ended on June 30, 2013. Without limiting the generality of the foregoing, the Seller shall not take, or permit the Company to take, any action that would be required pursuant to actions described above in this Section 5.6 to be disclosed on Schedule 5.6 without the Buyer’s prior written consent, which consent shall not be unreasonably withheld6.02.

Conduct of Business in Normal Course. The Seller covenants and agrees, from and after the date of At all times material to this Agreement and until the Closing Date or Date, Company shall, and the earlier termination of Sellers shall cause Company to, unless otherwise expressly authorized by this Agreement pursuant or as consented to Section 10.1, to, and in writing by Purchaser: (i) maintain its present business organizations intact; (ii) use its best efforts to cause keep available the Company services of its present employees; (iii) use its best efforts to (a) preserve its present relationships and good will with suppliers, customers, landlords and creditors of the Company, Persons having business dealings with it; (biv) operate the business of the Company its Business in the Ordinary Course of Business, ordinary and regular course consistent with its prior practices; (cv) maintain the Company’s its books and records in accordance with good best business practice, GAAP and the Accounting Principles, practices; (dvi) maintain all certificates, Licenses and Governmental Permits that are necessary and currently possessed in relation to for the Company’s business, (e) not make any material changes in employee compensation or other employment terms or enter into any employment or collective bargaining agreements or terminate any employees without the Buyer’s prior written consent, which consent shall not be unreasonably withheld; provided, however, that the Company may pay to each of the Members and their spouses, as the case may be, regularly scheduled payments of salary and benefits under any Employee Plan, (f) not issue or sell options, warrants to purchase or rights to subscribe to, or enter into any arrangement or Contract with respect to any of the Seller’s or the Company’s limited liability company membership interests or any of the Seller’s or the Company’s other equity interests or securities, or make any other changes in the capital structure of the Seller or the Company, (g) not make, declare, set aside or pay any dividend or other distribution of any nature, directly or indirectly, to the Seller or the Members on or in respect of any of the membership interests of the Company, (h) not permit either the Company or the Seller, directly or indirectly, to issue, redeem, retire, purchase or otherwise acquire any conduct of its limited liability company membership interests, (i) not permit any of its assets Business as currently conducted and as contemplated to be subjected to any mortgage, pledge, lien, security, interest, encumbrance, restriction, or charge of any kind, except for those arising by operation of law and except for those subjected in the Ordinary Course of Business, conducted; and (jvii) not accelerate the collection of accounts receivable, delay the payment of accounts payable, accelerate the sale or delivery of inventory or delay the replenishment of inventory, in each case under this clause comply with all applicable Laws. (ja) outside of the Ordinary Course of Business, as measured by reference to the operations of the Company during the six-month period ended on June 30, 2013. Without limiting the generality of the foregoing, at all times material to this Agreement and until the Seller Closing Date, Company and the Sellers shall not takepermit to occur with respect to Company, the Business or any of Company's assets, any: (i) action or omission that could reasonably be expected to have a Material Adverse Effect; (ii) transaction not in the ordinary course of business, including any sale of all or a portion of Company' s assets or any merger, affiliation or joint venture of Company and any other Person; (iii) damage, destruction or loss, whether or not insured; (iv) failure to maintain in full force and effect substantially the same level and types of insurance coverage as in effect on December 31, 2017; (v) failure to pay the Company's debts, Taxes, or permit other obligations when due; (vi) change in accounting principles, methods or practices, claims, payment and processing practices or policies regarding transactions with Affiliates; (vii) revaluation of any assets or write-up or write-down of the Company value of any assets, other than consistent with past practice; (viii) amendment to takethe articles of formation or operating agreement of Company, except as may be required to comply with the terms of this Agreement; (ix) sale, assignment or transfer outside of the ordinary course of business, or encumbrance of, any action that asset; (x) payment of dividend on or other distribution with respect to, or redemption or repurchase of the Membership Interests or any other equity interest of Company; Company; (xi) issuance of membership interests of or other equity interest in (xii) lapse of any patent, trademark, trade name, service xxxx or copyright or any application for the foregoing; (xiii) capital expenditure or capital commitment requiring an expenditure of monies in the future by Company, other than transactions in the ordinary course of business not in excess of Two Thousand Five Hundred and No/100 ($2,500.00) in the aggregate; (xiv) amendment, termination or revocation of (or notice of intent to do so), or a failure to perform obligations or the occurrence of any default (or other event that, with or without giving or the receipt of notice or the passage of time or both, would be required pursuant result in a notice of cancellation, acceleration or termination) under, any Contract or Lease to Section 5.6 which Company is, or at any time since December 31, 2017, was, a party; (xv) increase or commitment to be disclosed on Schedule 5.6 without increase the Buyer’s prior written consentsalary or other compensation payable or to become payable to any Seller or officer, which consent shall not be unreasonably withheldmanager, employee, agent or independent contractor of Company, the payment of any bonus to the foregoing persons or entering into any employment, consulting or other service agreements except in the ordinary course of business and consistent with past practice; or (xvi) entry into any agreement, whether in writing or otherwise, to take any of the foregoing actions.

Conduct of Business in Normal Course. The Seller covenants and agrees, from and after the date of At all times material to this Agreement and until the Closing Date or Date, Company shall, and the earlier termination of Sellers shall cause Company to, unless otherwise expressly authorized by this Agreement pursuant or as consented to Section 10.1, to, and in writing by Purchaser: (i) maintain its present business organizations intact; (ii) use its best efforts to cause keep available the Company services of its present employees; (iii) use its best efforts to (a) preserve its present relationships and good will with suppliers, customers, landlords and creditors of the Company, Persons having business dealings with it; (biv) operate the business of the Company its Business in the Ordinary Course of Business, ordinary and regular course consistent with its prior practices; (cv) maintain the Company’s its books and records in accordance with good best business practice, GAAP and the Accounting Principles, practices; (dvi) maintain all certificates, Licenses and Governmental Permits that are necessary and currently possessed in relation to for the Company’s business, (e) not make any material changes in employee compensation or other employment terms or enter into any employment or collective bargaining agreements or terminate any employees without the Buyer’s prior written consent, which consent shall not be unreasonably withheld; provided, however, that the Company may pay to each of the Members and their spouses, as the case may be, regularly scheduled payments of salary and benefits under any Employee Plan, (f) not issue or sell options, warrants to purchase or rights to subscribe to, or enter into any arrangement or Contract with respect to any of the Seller’s or the Company’s limited liability company membership interests or any of the Seller’s or the Company’s other equity interests or securities, or make any other changes in the capital structure of the Seller or the Company, (g) not make, declare, set aside or pay any dividend or other distribution of any nature, directly or indirectly, to the Seller or the Members on or in respect of any of the membership interests of the Company, (h) not permit either the Company or the Seller, directly or indirectly, to issue, redeem, retire, purchase or otherwise acquire any conduct of its limited liability company membership interests, (i) not permit any of its assets Business as currently conducted and as contemplated to be subjected to any mortgage, pledge, lien, security, interest, encumbrance, restriction, or charge of any kind, except for those arising by operation of law and except for those subjected in the Ordinary Course of Business, conducted; and (jvii) not accelerate the collection of accounts receivable, delay the payment of accounts payable, accelerate the sale or delivery of inventory or delay the replenishment of inventory, in each case under this clause comply with all applicable Laws. (ja) outside of the Ordinary Course of Business, as measured by reference to the operations of the Company during the six-month period ended on June 30, 2013. Without limiting the generality of the foregoing, at all times material to this Agreement and until the Seller Closing Date, Company and the Sellers shall not takepermit to occur with respect to Company, the Business or any of Company's assets, any: (i) action or omission that could reasonably be expected to have a Material Adverse Effect; (ii) transaction not in the ordinary course of business, including any sale of all or a portion of Company' s assets or any merger, affiliation or joint venture of Company and any other Person; (iii) damage, destruction or loss, whether or not insured; (iv) failure to maintain in full force and effect substantially the same level and types of insurance coverage as in effect on December 31, 2017; (v) failure to pay the Company's debts, Taxes, or permit other obligations when due; (vi) change in accounting principles, methods or practices, claims, payment and processing practices or policies regarding transactions with Affiliates; (vii) revaluation of any assets or write-up or write-down of the Company value of any assets, other than consistent with past practice; (viii) amendment to takethe articles of formation or operating agreement of Company, except as may be required to comply with the terms of this Agreement; (ix) sale, assignment or transfer outside of the ordinary course of business, or encumbrance of, any action that asset; (x) payment of dividend on or other distribution with respect to, or redemption or repurchase of the Membership Interests or any other equity interest of Company; (xi) issuance of membership interests of or other equity interest in Company; (xii) lapse of any patent, trademark, trade name, service xxxx or copyright or any application for the foregoing; (xiii) capital expenditure or capital commitment requiring an expenditure of monies in the future by Company, other than transactions in the ordinary course of business not in excess of Two Thousand Five Hundred and No/100 ($2,500.00) in the aggregate; (xiv) amendment, termination or revocation of (or notice of intent to do so), or a failure to perform obligations or the occurrence of any default (or other event that, with or without giving or the receipt of notice or the passage of time or both, would be required pursuant result in a notice of cancellation, acceleration or termination) under, any Contract or Lease to Section 5.6 which Company is, or at any time since December 31, 2017, was, a party; (xv) increase or commitment to be disclosed on Schedule 5.6 without increase the Buyer’s prior written consentsalary or other compensation payable or to become payable to any Seller or officer, which consent shall not be unreasonably withheldmanager, employee, agent or independent contractor of Company, the payment of any bonus to the foregoing persons or entering into any employment, consulting or other service agreements except in the ordinary course of business and consistent with past practice; or (xvi) entry into any agreement, whether in writing or otherwise, to take any of the foregoing actions.

Conduct of Business in Normal Course. The Each Seller and Company covenants and agrees, except as otherwise expressly contemplated by this Agreement or as specifically consented to in writing by the Buyers, from and after the date of this Agreement and until the Closing Date or Date, to use reasonable efforts consistent with good business judgment to preserve the earlier termination Companies' and the Subsidiaries' present business organization intact, keep available the services of this Agreement pursuant to Section 10.1its present employees, to, and to cause the Company to (a) preserve its present relationships with entities or persons having business dealings with it and good will with suppliers, customers, landlords and creditors of the Company, (b) generally operate the its business of the Company in the Ordinary Course of Businessordinary and regular course consistent with its prior practices, (c) maintain the Company’s its books and records in accordance with good business practice, GAAP on a basis consistent with prior practice and the Accounting Principlesin accordance with U.S. generally accepted accounting principles, (d) and maintain all Permits that are certificates, licenses and permits necessary for the conduct of its business as currently conducted. Each Seller and currently possessed Company covenants and agrees that, except as otherwise expressly contemplated by this Agreement or as specifically consented to in relation writing by the Buyers, from and after the date of this Agreement and until the Closing Date, no Seller or Company shall undertake or permit the following to the Company’s business, (e) not make any material changes in employee compensation or other employment terms or enter into any employment or collective bargaining agreements or terminate any employees without the Buyer’s prior written consent, which consent shall not be unreasonably withheld; provided, however, that the Company may pay to each of the Members and their spouses, as the case may be, regularly scheduled payments of salary and benefits under any Employee Plan, (f) not issue or sell options, warrants to purchase or rights to subscribe to, or enter into any arrangement or Contract occur with respect to any Company (including any Subsidiary): (a) action which would result in a material adverse change, whether direct or indirect, in the business, operations, condition (financial or otherwise), prospects, liabilities or assets of any Company, whether or not insured; (b) transaction not in the ordinary course of business, including without limitation any sale of all or substantially all of the Seller’s assets of any Company or any merger of any Company and any other entity; (c) material damage, destruction or loss, whether or not insured; (d) unfulfilled commitment as of the date of this Agreement requiring expenditures exceeding $5,000 in the aggregate for all Companies (excluding commitments expressly described elsewhere in this Agreement or the Company’s limited liability company membership interests or any Schedules hereto); (e) failure to maintain in full force and effect substantially the same level and types of the Seller’s or the Company’s other equity interests or securitiesinsurance coverage as in effect on September 30, 1996, or make destruction, damage to, or loss of any other changes asset of any Company (whether or not covered by insurance) that materially and adversely affects the business, operations, condition (financial or otherwise), prospects, liabilities or assets of any Company; (f) material change in the capital structure of the Seller accounting principles, methods or the Companypractices, investment practices, claims, payment and processing practices or policies regarding intercompany transactions; (g) not makematerial revaluation of any assets or material write down of the value of any inventory; (h) any declaration, declaresetting aside, set aside or pay any payment of a dividend or other distribution of any nature, directly or indirectly, to the Seller or the Members on or in respect of its capital stock, or any direct or indirect redemption, purchase or other acquisition of any shares of its capital stock; (i) issuance or sale of any shares of capital stock or of any other equity security or of any security convertible into or exchangeable for equity securities; (j) amendment to its Certificate of Incorporation or By-laws; (k) sale, assignment or transfer of any tangible or intangible asset, including any rights to intellectual property, except in the ordinary course of business; (l) disposition of or lapse of any patent, trademark, tradename, servicemark or copyright or any application for the foregoing, or disposition of any technology, software or know-how, or any license, permit or authorization to use any of the membership interests foregoing; (m) mortgage, pledge or other encumbrance, including liens and security interests, of any tangible or intangible asset; (n) discharge or satisfaction of any lien or encumbrance or payment or cancellation of any liability other than payment of current liabilities in the ordinary course of business; (o) cancellation of any debt or waiver or release of any material contract, right or claim, except for cancellations, waivers and releases in the ordinary course of business which do not exceed $5,000 in the aggregate; (p) any indebtedness incurred for borrowed money or any commitment to borrow money, any capital expenditure or capital commitment requiring an expenditure of monies in the future, any incurrence of a contingent liability or any guaranty or commitment to guaranty the indebtedness of others entered into, by any Company, other than customary transactions in the ordinary course of business not in excess of $5,000 in the aggregate for all Companies; (q) amendment, termination or revocation of, or a failure in any material respect to perform obligations or the occurrence of any default under, any material contract or agreement to which any Company is, or as of September 30, 1996 was, a party or of any material license, permit or franchise required for the continued operation of any business conducted by any Company on September 30, 1996; (r) increase or commitment to the increase of the Company, (h) not permit either the Company salary or the Seller, directly other compensation payable or indirectly, to issue, redeem, retire, purchase or otherwise acquire become payable to any of its limited liability company membership interestsofficers, (i) not permit any of its assets to be subjected to any mortgagedirectors or employees, pledge, lien, security, interest, encumbrance, restrictionagent or independent contractors, or charge of any kind, except for those arising by operation of law and except for those subjected in the Ordinary Course of Business, and (j) not accelerate the collection of accounts receivable, delay the payment of accounts payable, accelerate any bonus to the sale foregoing persons except in the ordinary course of business and consistent with past practice and applicable policies and procedures of any Company; (s) changes to any product or delivery establishment licenses held by any Company or in the regulatory or licensing status of inventory any Company; or (t) agreement or delay the replenishment of inventory, in each case under this clause (j) outside understanding to take any of the Ordinary Course of Business, as measured by reference to the operations of the Company during the six-month period ended on June 30, 2013. Without limiting the generality of the foregoing, the Seller shall not take, or permit the Company to take, any action that would be required pursuant to actions described above in this Section 5.6 to be disclosed on Schedule 5.6 without the Buyer’s prior written consent, which consent shall not be unreasonably withheld5.02.