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

Conduct of Business in Ordinary Course. Except as set forth on -------------------------------------- Schedule 7.19, since the Interim Balance Sheet Date, the Merchant Business has ------------- been carried on in the Ordinary Course. Without limiting the generality of the foregoing, since the Interim Balance Sheet Date the Seller has not: (i) Sold, transferred or otherwise disposed of any of the Assets Sold except for Assets Sold which are obsolete and which individually or in the aggregate do not exceed $50,000, (ii) Made any capital expenditure or commitment therefor for point of sale terminals used in connection with the Merchant Business that exceeded $100,000 in the aggregate and made any other capital expenditure or commitment therefor in respect of the Merchant Business that exceeded $100,000, individually or in the aggregate; (iii) Discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) relating to the Merchant Business that individually or in the aggregate exceeded $10,000; (iv) Increased its indebtedness for borrowed money or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person in connection with the Merchant Business; (v) Made any bonus or profit sharing distribution or similar payment of any kind to any Person in connection with the Merchant Business except in the Ordinary Course; (vi) Removed, transferred or agreed to transfer any officer or any other senior employee of the Merchant Card Services division of the Seller, except as contemplated under this Agreement and the Operative Documents; (vii) Written off as uncollectible any Accounts Receivable which individually or in the aggregate exceed $360,000; (viii) Granted any increase in the rate of wages, salaries, bonuses or other remuneration of employees of the Merchant Business except in the Ordinary Course; (ix) Suffered any loss in respect of the Merchant Business or any of the Assets Sold in excess of $50,000, whether or not covered by insurance; (x) Suffered any material shortage or any cessation or interruption of inventory shipments, supplies or ordinary services in connection with the Merchant Business; (xi) Cancelled or waived any claims or rights in connection with the Merchant Business which, individually or in the aggregate, exceed $50,000; (xii) Compromised or settled any material litigation, proceeding or other governmental action relating to the Assets Sold or the Merchant Business; (xiii) Cancelled or reduced any of its insurance coverage on the Merchant Business or any of the Assets Sold; (xiv) Permitted any of its facilities to be shut down for any period of time in excess of 12 hours; or (xv) Authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.

Conduct of Business in Ordinary Course. Except as set forth on -------------------------------------- out in Section 3.14 of the Disclosure Schedule 7.19and as specifically contemplated under the Pre-Closing Transactions, since the Interim Balance Sheet Reference Date, the Merchant Business has ------------- been carried on in the Ordinary Course. Without limiting the generality of the foregoing, since the Interim Balance Sheet Date the Seller Target has not: (ia) Soldsold, transferred or otherwise disposed of any of the Assets Sold except for Assets Sold Property except (i) assets which are obsolete and which individually or in the aggregate do not exceed $50,000, (ii) Made any capital expenditure or commitment therefor for point of sale terminals used in connection with the Merchant Business that exceeded $100,000 in the aggregate and made any other capital expenditure or commitment therefor in respect of the Merchant Business that exceeded $100,000which, individually or in the aggregate, do not exceed $25,000 in book value; and (ii) inventory sold in the Ordinary Course. (b) granted or suffered any Encumbrance upon any Property other than a Permitted Encumbrance; (iiic) Discharged issued or sold any shares, bonds or other securities of Target; (d) made any capital expenditures; (e) paid any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) relating to the Merchant Business that which, individually or in the aggregate aggregate, exceeded $10,00025,000 other than in the Ordinary Course; (ivf) Increased increased its indebtedness for borrowed money or made any loan or advanceadvance to any Person, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person in connection with the Merchant BusinessPerson; (vg) Made cancelled any debts or claims owed to it or amended, terminated or waived any rights of value to Target which, individually or in the aggregate, exceeded $25,000; (h) made any bonus or profit sharing distribution or similar payment of any kind to any Person other than in connection accordance with the Merchant Business except Employee Plans; (i) made any payment to an officer, director, former director, Employee or related party other than at the regular rates payable by way of salary or other remuneration or for the reimbursement of expenses incurred in the Ordinary Course; (vij) Removed, transferred removed or agreed to transfer appointed any auditor or director or terminated or hired any officer or any other senior employee of the Merchant Card Services division of the Seller, except as contemplated under this Agreement and the Operative DocumentsPerson; (viik) Written off as uncollectible made any Accounts Receivable which individually or change in the aggregate exceed $360,000; (viii) Granted compensation paid or payable to any officer or director of Target or granted any increase in the rate of wages, salaries, bonuses or other remuneration of employees of the Merchant Business except in the Ordinary Courseany Employees; (ixl) Suffered suffered any loss in respect of the Merchant Business extraordinary loss, damage or any of the Assets Sold in excess of $50,000destruction, whether or not covered by insurance; (xm) Suffered terminated or suffered the termination of, any Material Contract other than due to its expiration in accordance with its terms and not as a result of the potential completion of the transactions contemplated by this Agreement; (n) written down the value of any Property owned or used by Target, including inventory and capital lease assets, except on account of short-dated or expired product shelf life, depreciation and amortization in the Ordinary Course; (o) waived or written off as uncollectible any accounts receivable or any portion thereof other than as provisioned for in the Financial Statements; (p) increased its reserves for contingent liabilities; (q) suffered any material shortage or any cessation or material interruption of inventory shipments, supplies or ordinary services services; (r) made any forward purchase commitments either in connection with excess of the Merchant requirements of Target for normal operating purposes or at prices higher than the current market prices; (s) compromised or settled any litigation or action by a Governmental Authority relating to any Property used by Target (including the Leased Properties) or the Business; (xit) Cancelled cancelled or waived reduced any claims or rights in connection with the Merchant Business which, individually or in the aggregate, exceed $50,000insurance coverage; (xiiu) Compromised or settled any material litigation, proceeding or other governmental action relating to the Assets Sold or the Merchant Business; (xiii) Cancelled or reduced any of its insurance coverage on the Merchant Business or any of the Assets Sold; (xiv) Permitted permitted any of its facilities to be shut down for any period of time in excess of 12 hours; (v) made any material change in the method of billing or the credit terms made available to the customers of the Business; (w) made any change in any method of accounting or auditing practice; (x) amended its organizational documents or structure; or (xvy) Authorizedauthorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.

Conduct of Business in Ordinary Course. Except as set forth on The Sellers covenant and -------------------------------------- Schedule 7.19agree with the Buyers that, since between the Interim Balance Sheet Date, date hereof and the Merchant Business has ------------- been carried on in the Ordinary Course. Without limiting the generality of the foregoing, since the Interim Balance Sheet Closing Date the Seller has not: (except (i) Soldas otherwise agreed in writing by the Buyers, transferred or otherwise disposed of any of the Assets Sold except for Assets Sold which are obsolete and which individually or in the aggregate do not exceed $50,000, (ii) Made any capital expenditure for the transfer of certain assets by CDP Inc. to Centocor, or commitment therefor for point an affiliate of sale terminals used in connection with Centocor, to ensure that the Merchant Business that exceeded $100,000 Adjusted Aggregate Purchase Price does not exceed the Aggregate Purchase Price): (a) The Sellers will cause the Companies to conduct their business in the aggregate ordinary course and made any other capital expenditure or commitment therefor in respect of the Merchant Business that exceeded $100,000, individually or in the aggregatenormal manner consistent with past practices; (iiib) Discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) relating to the Merchant Business that individually or No change will be made in the aggregate exceeded $10,000Articles of Incorporation or By- Laws or other constituent documents of the Sellers; (ivc) Increased The Stock Seller will cause CDP Inc. to use reasonable efforts to keep available the services of its indebtedness for borrowed money or made any loan or advanceemployees (other than those identified on SCHEDULE 3.1(l)(ii)) and to preserve the goodwill of the customers, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person in connection ------------------- suppliers and others having business relationships with the Merchant BusinessCompanies; (vd) Made any bonus The relevant Seller shall promptly advise the Buyers in writing of the commencement or profit sharing distribution or similar payment threat of any kind suit, proceeding or investigation against, relating to any Person in connection with the Merchant Business except in the Ordinary Course; (vi) Removed, transferred or agreed to transfer any officer involving either Company or any other senior employee of the Merchant Card Services division of the Seller, except as contemplated under this Agreement and the Operative Documents; (vii) Written off as uncollectible any Accounts Receivable which individually or in the aggregate exceed $360,000; (viii) Granted any increase in the rate of wages, salaries, bonuses or other remuneration of employees of the Merchant Business except in the Ordinary Course; (ix) Suffered any loss in respect of the Merchant Business or any of the Assets Sold or which could otherwise affect the assets or the business of either Company or the Assets and which in excess of $50,000each case would, if determined adversely to such Company, have a Material Adverse Effect, whether or not covered by insurance; (xe) Suffered The Sellers shall advise the Buyers of (i) any material shortage change in the assets, liabilities or financial condition of the Companies which has a Material Adverse Effect, and (ii) any condition or state of facts which results in or is likely to result in the failure to satisfy any of the conditions of the Buyers' obligations hereunder; (f) The Asset Seller and CDP Inc. shall advise Fujirebio of any change in the status, condition, utility or other feature of the Patents, the Assets or the financial condition of the Asset Seller which has a Material Adverse Effect; (g) The Sellers will not allow the Companies to create or permit to become effective any Encumbrances on the assets of the Companies other than Encumbrances created in the ordinary course of business; (h) Centocor will maintain, on behalf of the Companies, the current liability, casualty, property and other insurance coverage in full force and effect; (i) The Stock Seller will not allow CDP Inc. to issue any additional shares of capital stock or any cessation options, warrants or interruption other rights to purchase, or securities convertible into or exchangeable for, shares of inventory shipmentscapital stock of CDP Inc.; (j) Except for the transfer of the Retained Assets set forth on SCHEDULE 1-4 to Centocor, supplies or ordinary services an affiliate of Centocor, the Stock Seller ------------ will not allow CDP Inc. to declare or pay any dividends on or make any distributions (however characterized) in respect of shares of its capital stock; (k) The Stock Seller will not allow CDP Inc. to repurchase or redeem any shares of its capital stock; (l) The Stock Seller will not allow CDP Inc. to make any change in (i) the accounting principles or practices reflected in the Financial Statements other than as required by GAAP, (ii) CDP Inc.'s methods of applying such principles or practices, or (iii) the credit criteria utilized by CDP Inc. in connection with its business; and (m) The Sellers will provide reasonable assistance to the Buyers in connection with the Merchant Business;Buyers' efforts to establish employee benefit plans for the benefit of CDP Inc. employees which shall take effect as of the Closing; and (xin) Cancelled The Sellers will not allow either Company to enter into any agreement or waived any claims or rights in connection with the Merchant Business which, individually or in the aggregate, exceed $50,000; (xii) Compromised or settled any material litigation, proceeding or other governmental action relating to the Assets Sold or the Merchant Business; (xiii) Cancelled or reduced any of its insurance coverage on the Merchant Business or any of the Assets Sold; (xiv) Permitted any of its facilities to be shut down for any period of time in excess of 12 hours; or (xv) Authorized, agreed or otherwise committed, whether or not in writing, commitment to do any of the foregoing.

Conduct of Business in Ordinary Course. Except as set forth on -------------------------------------- Schedule 7.19, since Since the Interim Balance Sheet Date, Reference Date the Merchant Business has ------------- been carried on conducted in the Ordinary Courseordinary course consistent with past practice and will continue to be conducted in the ordinary course consistent with past practice up to the Closing. Without limiting the generality No facts out of the foregoingordinary administration have occurred, since the Interim Balance Sheet Date the Seller has notincluding without limitation: (i) Sold, transferred any participation to the formation of a company or otherwise disposed acquisition of any of the Assets Sold except for Assets Sold which are obsolete and which individually capital stock or other interest in the aggregate do not exceed $50,000,any Person, or any other investment in any Person by Pastificio Xxxxxxx and/or Xxxxxxx France; (ii) Made any capital expenditure or commitment therefor for point individually involving a cost in excess of sale terminals used ITL. 100,000,000 (one-hundred million) other than those set forth in connection with the Merchant Business that exceeded $100,000 in the aggregate and made any other capital expenditure or commitment therefor in respect Section 6.11 (ii) of the Merchant Business that exceeded $100,000, individually or in the aggregateSeller' Disclosure Schedule; (iii) Discharged any secured or unsecured obligation or liability (whether accruedconveyance of assets, absolute, contingent or otherwise) relating to the Merchant Business that individually or except in the aggregate exceeded $10,000ordinary course of business; (iv) Increased its indebtedness for borrowed money or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation creation of a Lien on any Person in connection with the Merchant Businessasset; (v) Made any bonus the entering into or profit sharing distribution or similar payment modification of any kind to any Person contract providing for an obligation, outside the ordinary course of business, involving payments or liabilities individually having a present value in connection with the Merchant Business except in the Ordinary Courseexcess of ITL. 50,000,000 (fifty millions); (vi) Removedany payment outside the ordinary course of business, transferred or agreed to transfer any officer or any discharge, settlement, waiver or write-down of any account receivable, write-down of inventory, damages or losses of non-insured goods, or other senior employee events resulting in Pastificio Xxxxxxx'x or Xxxxxxx France's liability, debt or obligation (whether fixed or contingent) which individually has a present value in excess of ITL. 50,000,000 (fifty millions) or which in the Merchant Card Services division aggregate have a present value in excess of ITL.300,000,000 (three hundred millions) except as set forth in Section 6.11 (vi) of the Seller, except as contemplated under this Agreement and the Operative Documents's Disclosure Schedule; (vii) Written off as uncollectible any Accounts Receivable which individually non-performance by Pastificio Xxxxxxx and/or Xxxxxxx France of any obligation under any contract or in the aggregate exceed $360,000;of any obligation legally binding each of them; or (viii) Granted any increase in the rate increases of wagesEmployee remuneration, salaries, bonuses or other and increases of remuneration of employees of the Merchant Business agents, except for compulsory increases provided for in the Ordinary Course; (ix) Suffered any loss in respect of the Merchant Business or any of the Assets Sold in excess of $50,000, whether or not covered by insurance; (x) Suffered any material shortage or any cessation or interruption of inventory shipments, supplies or ordinary services in connection with the Merchant Business; (xi) Cancelled or waived any claims or rights in connection with the Merchant Business which, individually national collective bargaining agreements or in the aggregate, exceed $50,000; applicable Laws except as set forth in Section 6.11 (xiiviii) Compromised or settled any material litigation, proceeding or other governmental action relating to the Assets Sold or the Merchant Business; (xiii) Cancelled or reduced any of its insurance coverage on the Merchant Business or any of the Assets Sold; (xiv) Permitted any of its facilities to be shut down for any period of time in excess of 12 hours; or (xv) Authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoingSeller's Disclosure Schedule.

Conduct of Business in Ordinary Course. Except as set forth on -------------------------------------- Schedule 7.19in Section (p) of the Company Disclosure Letter, since the Interim Balance Sheet Reference Date, the Merchant Business has ------------- been carried on in the Ordinary Courseordinary course consistent with past practice. Without limiting the generality of the foregoing, neither the Company nor any of its Subsidiaries have since the Interim Balance Sheet Date the Seller has notReference Date: (i) Soldexperienced any change in their financial conditions or operations other than as disclosed in the Financial Statements and other than changes in the ordinary course, none of which has had a Company Material Adverse Effect; (ii) other than in the ordinary course consistent with past practice, sold, transferred or otherwise disposed of any of the Assets Sold except for Assets Sold assets which are obsolete and which individually or in the aggregate do not exceed $50,000, (ii) Made any capital expenditure or commitment therefor for point of sale terminals used in connection with the Merchant Business that exceeded $100,000 in the aggregate and made any other capital expenditure or commitment therefor in respect of the Merchant Business that exceeded $100,000, individually or in the aggregateobsolete; (iii) Discharged granted or suffered any Lien upon any of the Assets other than Permitted Liens; (iv) made any capital expenditures that exceed those capital expenditures in the financial model that was made available to the Purchaser; (v) other than in the ordinary course, paid any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) relating to the Merchant Business that individually or in the aggregate exceeded $10,000any one party; (ivvi) Increased incurred or assumed any obligation or liability (fixed or contingent), except unsecured current obligations and liabilities incurred in the ordinary course of business; (vii) discharged or satisfied any Lien, or paid any obligation or liability (fixed or contingent) other than liabilities included in the Financial Statements and liabilities incurred since the date of the Financial Statements in the ordinary course of business; (viii) other than advances under existing indebtedness and ordinary course trade payables, or advances to Customers in the ordinary course pursuant to Account Agreements, increased its indebtedness for borrowed money or made any loan or advanceadvance to any Person, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person in connection with the Merchant BusinessPerson; (vix) Made other than in the ordinary course, cancelled any debts or claims owed to it or amended, terminated or waived any rights of value to it; (x) other than payments of commission for referrals in the ordinary course and $647,288.72 and $355,393.42 paid by the Company to Employees on September 3, 2020 and December 15, 2020, respectively, in accordance with the terms of the employment Contracts with such Employees in respect of 2019 Employee bonus entitlements, made any bonus or made any profit sharing distribution or similar payment of any kind to any Person in connection with the Merchant Business except in the Ordinary Coursekind; (vixi) Removedother than in the ordinary course, transferred made any change in the salary or agreed to transfer bonus entitlements or other compensation of any officer officer, director or any other senior employee of the Merchant Card Services division of the Seller, except as contemplated under this Agreement and the Operative DocumentsEmployee; (viixii) Written off as uncollectible made any Accounts Receivable which individually payment to an officer, director, former director, Employee or related party other than at the regular rates payable by way of salary (or other forms of remuneration paid in the aggregate exceed $360,000ordinary course) or for the reimbursement of expenses incurred in the ordinary course; (viiixiii) Granted entered into any increase in the rate change of wagescontrol agreement with any officer, salariesdirector, bonuses former director, Employee, former employee or other remuneration of employees of the Merchant Business except in the Ordinary Courserelated party; (ixxiv) Suffered improved or changed the benefits provided under any loss in respect of the Merchant Business Benefit Plan or has established, or committed to establish, any of the Assets Sold in excess of $50,000new Benefit Plan; (xv) removed or appointed any auditor or director or terminated or hired any officer; (xvi) suffered any extraordinary loss, damage or destruction, whether or not covered by insurance; (xxvii) Suffered entered into any material shortage commitment or transaction not in the ordinary course of business; (xviii) terminated or suffered the termination of, any Material Contract other than due to its expiration in accordance with its terms and not as a result of the potential completion of the transactions contemplated by this Agreement or entered into or materially amended any Material Contract, except for amendments entered into prior to the date hereof, which amendments have been made available to the Purchaser; (xix) other than in the ordinary course consistent with past practice, written down the value of any property or assets owned or used by the Company or any cessation of its Subsidiaries, including capital lease assets, except on account of depreciation and amortization in the ordinary course; (xx) increased its reserves for contingent liabilities; (xxi) made any forward purchase commitments either in excess of the requirements of the Company and its Subsidiaries for normal operating purposes or interruption at prices higher than the current market prices; (xxii) compromised or settled any litigation or governmental action, other than claims collection matters; (xxiii) cancelled or reduced any insurance coverage; (xxiv) made any material change in the method of inventory shipments, supplies billing or ordinary services in connection with the Merchant credit terms made available to the customers of the Business; (xixxv) Cancelled made any change in any method of accounting or waived any claims auditing policies or rights in connection with the Merchant Business whichpractices, individually or other than certain accounting changes adopted in the aggregateCompany’s financial statements for the year ended June 30, exceed $50,0002020; (xiixxvi) Compromised amended its organizational documents or settled any material litigation, proceeding or other governmental action relating to the Assets Sold or the Merchant Business; (xiii) Cancelled or reduced any of its insurance coverage on the Merchant Business or any of the Assets Sold; (xiv) Permitted any of its facilities to be shut down for any period of time in excess of 12 hoursstructure; or (xvxxvii) Authorizedauthorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.

Conduct of Business in Ordinary Course. Except as set forth on -------------------------------------- Schedule 7.19disclosed Section 5.1(f) of the Disclosure Letter, since the Interim Balance Sheet Date, the Merchant Purchased Business has ------------- been carried on in the Ordinary Course. Without limiting the generality of the foregoing, since the Interim Balance Sheet Date the Seller Vendor has not:not:‌ (i) Soldsold, transferred or otherwise disposed of or diminished the value of any of assets used in the Assets Sold Purchased Business except for Assets Sold (A) assets which are obsolete and which individually or in the aggregate do not exceed $50,000,25,000, or (B) inventory sold in the Ordinary Course; (ii) Made made any capital expenditure or commitment therefor for point of sale terminals used in connection with the Merchant Business that exceeded $100,000 in the aggregate and made any other capital expenditure or commitment therefor to do so in respect of the Merchant Purchased Business that exceeded $100,000, individually or in excess of the amount budgeted for same in the aggregatecapital expenditure budget presented to the Purchaser; (iii) Discharged discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) relating to the Merchant Purchased Business that which individually or in the aggregate exceeded $10,00025,000; (iv) Increased increased its indebtedness for borrowed money or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person in connection with the Merchant Purchased Business; (v) Made made any bonus or profit profit-sharing distribution or similar payment of any kind to any Person in connection with the Merchant Business Purchased Business, except in as may be required by the Ordinary Courseterms of a Material Contract, a written Employment Contract or Collective Agreement; (vi) Removed, transferred removed any auditor or agreed to transfer director or terminated any officer or any other senior employee of the Merchant Card Services division of the Seller, except as contemplated under this Agreement and the Operative Documentsemployee; (vii) Written written off as uncollectible any Accounts Receivable which individually or in the aggregate exceed is material to the Purchased Business or is in excess of $360,00025,000; (viii) Granted granted any general increase in the rate of wages, salaries, bonuses or other remuneration of employees any Employees except as may be required by the terms of the Merchant Business except in the Ordinary Coursea Material Contract, a written Employment Contract or Collective Agreement; (ix) Suffered increased the benefits to which Employees are entitled under any Employee Plan or created any new Employee Plan for any Employee; (x) suffered any extraordinary loss in respect of the Merchant Purchased Business or any of the Assets Sold in excess of $50,000Purchased Assets, whether or not covered by insurance; (xxi) Suffered suffered any material shortage or any cessation or interruption of inventory shipments, supplies or ordinary services in connection with the Merchant Purchased Business; (xixii) Cancelled cancelled or waived any material claims or rights in connection with the Merchant Business which, individually or in the aggregate, exceed $50,000Purchased Business; (xiixiii) Compromised compromised or settled any material litigation, proceeding or other governmental action relating to the Purchased Assets Sold or the Merchant Purchased Business; (xiiixiv) Cancelled cancelled or reduced any of its insurance coverage on the Merchant Purchased Business or any of the Assets Sold; (xiv) Permitted any of its facilities to be shut down for any period of time in excess of 12 hoursPurchased Assets; or (xv) Authorizedauthorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.

Conduct of Business in Ordinary Course. Except as set forth on -------------------------------------- out in Section 3.15 of the Disclosure Schedule 7.19or in connection the payment of any Transaction Expenses, the Corporation has not, since the Interim Balance Sheet Reference Date, the Merchant Business has ------------- been carried on in the Ordinary Course. Without limiting the generality of the foregoing, since the Interim Balance Sheet Date the Seller has not: (ia) Soldsold, transferred or otherwise disposed committed to divest or dispose of any Property outside of the Assets Sold Ordinary Course except for Assets Sold assets which are obsolete and which individually or in the aggregate do not exceed $50,000, (ii) Made any capital expenditure or commitment therefor for point of sale terminals used in connection with the Merchant Business that exceeded $100,000 in the aggregate and made any other capital expenditure or commitment therefor in respect of the Merchant Business that exceeded $100,000which, individually or in the aggregate, do not exceed $[***Redacted – Commercially Sensitive Information***], except for inventory adjustments and the HOL divesture; (iiib) Discharged granted or suffered any secured Encumbrance upon any Property other than a Permitted Encumbrance; (c) incurred any Liabilities outside of the Ordinary Course exceeding $[***Redacted – Commercially Sensitive Information***] in the aggregate per payee; (d) made any capital expenditures or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) relating to commitments therefor outside of the Merchant Business that Ordinary Course which individually or in the aggregate exceeded $10,000[***Redacted – Commercially Sensitive Information***] respectively; (ive) Increased created, incurred, assumed, increased or guaranteed any Indebtedness or granted any security interests upon any of its indebtedness Property or guaranteed or otherwise become liable for borrowed money the Liabilities of any other Person or made or agreed to make any loan or advanceadvance to any Person, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person except in connection with the Merchant Businesseach case for Permitted Encumbrances; (vf) Made declared, set aside or paid dividends or distributions in respect of its capital, or any bonus split up or profit sharing distribution other recapitalization in respect of its capital or similar payment any direct or indirect redemption, purchase or other acquisition of any kind such capital, or any agreement to do any of the foregoing; (g) made any gifts to any Person exceeding individually or in connection with the Merchant Business except aggregate $[***Redacted – Commercially Sensitive Information***]; (h) made any payment to an officer, director, former director, Employee, Key Employee, Consultant or Related Party other than at the regular rates payable by way of salary or other remuneration or for the reimbursement of expenses incurred in the Ordinary Course; (vii) Removed, transferred made or agreed committed to transfer any officer or any other senior employee of the Merchant Card Services division of the Seller, except as contemplated under this Agreement and the Operative Documents; (vii) Written off as uncollectible any Accounts Receivable which individually or change in the aggregate exceed $360,000; (viii) Granted compensation paid or payable by it to any of its Employees, officers, directors, agents or Consultants or granted any general increase in the rate of wages, salaries, bonuses or other remuneration of employees any Employees or Consultants; (j) adopted, amended, modified or terminated any Employee Plans or other bonus, profit sharing, incentive, severance or other plan, contract or commitment for the benefit of the Merchant Business any of its Employees, directors, officers, agents or Consultants; (k) entered into any transaction or commitment with any of its senior Employees, Key Employees, Related Party or shareholders; (l) made any bonus or profit sharing distribution or made a commitment for a similar payment of any kind except in the Ordinary Course; (ixm) Suffered removed or appointed any loss in respect of the Merchant Business auditor or director or terminated or hired any of the Assets Sold in excess of $50,000officer or other senior Person; (n) suffered any extraordinary loss, damage or destruction, whether or not covered by insurance; (o) terminated or suffered the termination of, or entered into, amended, assigned, subleased, granted any waiver under, exercised any option under, any Material Contract other than due to its expiration in accordance with its terms, other than as would not have a material effect on the Corporation, and not as a result of the potential completion of the transactions contemplated by the Transaction Documents to which the Corporation is a party; (p) except as set out in Section 3.15 of the Disclosure Schedule, written down the value of any Property owned or used by the Corporation, including inventory and capital lease assets; (q) waived or written off as uncollectible any Accounts Receivable or any portion thereof, other than as provisioned for in the Financial Statements, or amended, cancelled or waived any other debts or claims owed to it or any other rights of value to the Corporation, other than such items which are individually less than $[***Redacted – Commercially Sensitive Information***]; (r) made any forward purchase commitments either in excess of the requirements of the Corporation for normal operating purposes or at prices higher than the current market prices; (s) received any notice from any Customer, supplier, Governmental Authority or any other Person, the results of which would reasonably be expected to materially impact the Business; (t) compromised or settled any litigation or claims, or suffered any judgments requiring payment by the Corporation or relating to the Property owned or used by the Corporation (including the Leased Properties) or the Business or granting injunctive relief or specific performance; (u) made any settlement or payment of any portion of any Liability to any of its Affiliates, or to any Person who is an Affiliate with any of its Affiliates, or settlement or payment of any of its other Liabilities, other than current trade payables provided for in the Financial Statements; (v) paid, discharged or satisfied in an amount in excess of $[***Redacted – Commercially Sensitive Information***] in the aggregate per payee, any Liabilities, other than the payment, discharge or satisfaction of Liabilities reflected or reserved against in the Financial Statements; (w) failed to pay or otherwise satisfy any of its material Liabilities presently due and payable except such Liabilities that are being contested in good faith by appropriate means or proceedings and that are immaterial in amount; (x) Suffered delayed or postponed the payment of accounts or other amounts payable or other obligations or Liabilities or accelerated the collection of any accounts or other amounts receivable outside the Ordinary Course; (y) cancelled or reduced any of the Corporation’s insurance coverage; (z) reduced the types and levels of insurance in effect in respect of the Property; (aa) issued any equity interest (including any share) in it or any options, warrants or other rights to purchase an equity interest (including any shares) in it; (bb) modified its constating documents or by-laws; (cc) made any material change in any method of accounting or auditing practice except as required by IFRS or applicable Law; (dd) made, changed or revoked any material Tax election, filed any amended Tax Return, settled or compromised any audit or other proceeding relating to Tax, entered into any closing agreement, extended the statute of limitations or prescription period for the assessment or collection of any amount of Tax, surrendered any right to claim a Tax refund or credit, or submitted an application for or entered into any voluntary disclosure agreement; (ee) suffered any material shortage or any cessation or material interruption of inventory shipments, supplies or ordinary services in connection with services, other than supply shortages caused by or otherwise relating to the Merchant BusinessCOVID-19 Related Health Event; (xiff) Cancelled or waived made any claims or rights in connection with the Merchant Business which, individually or change in the aggregate, exceed $50,000; (xii) Compromised method of billing or settled any material litigation, proceeding or other governmental action relating the credit terms made available to the Assets Sold or the Merchant Business; (xiii) Cancelled or reduced any of its insurance coverage on the Merchant Business or any customers of the Assets Sold; (xiv) Permitted any of its facilities to be shut down for any period of time in excess of 12 hoursBusiness; or (xvgg) Authorizedauthorized, agreed or otherwise committed, whether or not in writing, committed to do any of the foregoing.

Conduct of Business in Ordinary Course. Except as set forth on -------------------------------------- Schedule 7.19, since Since the Interim Balance Sheet Date, the Merchant Business has ------------- been carried on in the Ordinary Course. Without limiting the generality of the foregoing, since the Interim Balance Sheet Date the Seller Corporation has not: (i) Sold, transferred or otherwise disposed of any of Assets, other than in the Assets Sold Ordinary Course, except for Assets Sold which are obsolete and the value of which individually or in the aggregate do did not exceed $50,000,; (ii) Made Other than in respect of new furniture, office equipment and leasehold improvements purchased and made in connection with the relocation of the Business to the Leased Property, made any capital expenditure or commitment therefor for point of sale terminals used in connection with the Merchant Business that exceeded $100,000 in the aggregate and made any other capital expenditure or commitment therefor in respect of the Merchant Business that exceeded $100,000, which individually or in the aggregateaggregate exceeded $50,000; (iii) Discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) relating to the Merchant Business that which individually or in the aggregate exceeded $10,00050,000; (iv) Increased its indebtedness for borrowed money or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person in connection with the Merchant BusinessPerson; (v) Made any bonus or profit sharing distribution or similar payment of any kind to any Person in connection with the Merchant Business except in the Ordinary Coursekind; (vi) Removed, transferred Removed any auditor or agreed to transfer director or terminated any officer or any other senior employee of the Merchant Card Services division of the Seller, except as contemplated under this Agreement and the Operative Documentsemployee; (vii) Written off as uncollectible any Accounts Receivable which individually or in the aggregate exceed was in excess of $360,00050,000; (viii) Granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Merchant Business except in the Ordinary CourseCorporation; (ix) Suffered any loss in respect of the Merchant Business or any of the Assets Sold in excess of $50,000extraordinary loss, whether or not covered by insurance; (x) Suffered Cancelled or waived any material shortage claims or any cessation or interruption of inventory shipments, supplies or ordinary services in connection with the Merchant Businessrights; (xi) Cancelled or waived any claims or rights in connection with the Merchant Business which, individually or in the aggregate, exceed $50,000; (xii) Compromised or settled any material litigation, proceeding or other governmental action relating to the Assets Sold Assets, the Business or the Merchant BusinessCorporation; (xiiixii) Cancelled or reduced any of its insurance coverage on the Merchant Business or any of the Assets Soldcoverage; (xiv) Permitted any of its facilities to be shut down for any period of time in excess of 12 hours; or (xvxiii) Authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.; In addition, the Corporation has not (i) made, and has not agreed to make, any change in any method of accounting or auditing practice, or (ii) amended or approved any amendment to its constating documents, by-laws or capital structure;

Conduct of Business in Ordinary Course. Except as set forth on -------------------------------------- Schedule 7.19out in Section 4.16 of the Sellers’ Disclosure Letter, since the Interim Balance Sheet Reference Date, the Merchant Business has ------------- been carried on in the Ordinary Course. Without limiting the generality of the foregoing, since the Interim Balance Sheet Date the Seller has notno Acquired Entity has: (ia) Soldsold, transferred or otherwise disposed of any of the Assets Sold except for Assets Sold for: (i) assets which are obsolete and which, individually or in the aggregate, do not exceed $100,000 in book value; and (ii) inventory sold in the Ordinary Course; (b) granted or suffered any Lien upon any of the Assets other than a Permitted Lien; (c) issued or sold any shares, bonds, convertible notes or debentures or other securities of the Corporation; (d) made any capital expenditures which individually or in the aggregate do not exceed $50,000, (ii) Made any capital expenditure or commitment therefor for point of sale terminals used in connection with the Merchant Business that exceeded $100,000 in the aggregate and made any other capital expenditure or commitment therefor in respect of the Merchant Business that exceeded exceeds $100,000, individually or in the aggregate; (iiie) Discharged paid any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) relating to the Merchant Business that which, individually or in the aggregate exceeded aggregate, exceeds $10,000100,000; (ivf) Increased increased its indebtedness for borrowed money or made any loan or advanceadvance to any Person, or assumed, guaranteed or otherwise became become liable with respect to the liabilities or obligation payment obligations of any Person in connection with the Merchant BusinessPerson; (vg) Made cancelled any debts or claims owed to it or amended, terminated or waived any rights of value to any Acquired Entity; (h) made any bonus or profit sharing distribution or similar payment of any kind to any Person other than in connection accordance with the Merchant Business except Employee Plans; (i) made any payment to an officer, director, former director or other Related Party other than at the regular rates payable by way of salary or other remuneration or for the reimbursement of expenses incurred in the Ordinary Course; (vij) Removed, transferred removed or agreed to transfer appointed any auditor or director or terminated or hired any officer or any other senior employee of the Merchant Card Services division of the Seller, except as contemplated under this Agreement and the Operative DocumentsPerson; (viik) Written off as uncollectible made any Accounts Receivable which individually or change in the aggregate exceed $360,000; (viii) Granted compensation paid or payable to any officer or director of any Acquired Entity or granted any general increase in the rate of wages, salaries, bonuses or other remuneration of employees of the Merchant Business except in the Ordinary Courseany Employees; (ixl) Suffered suffered any loss in respect of the Merchant Business extraordinary loss, damage or any of the Assets Sold in excess of $50,000destruction, whether or not covered by insurance; (xm) Suffered written down the value of any Assets, including inventory, except on account of normal depreciation and amortization; (n) written off as uncollectible any Accounts Receivable or any part thereof in amounts exceeding $100,000 in any instance or $200,000 in the aggregate; (o) increased its reserves for contingent liabilities; (p) suffered any material shortage or any cessation or material interruption of inventory shipments, supplies or ordinary services in connection with the Merchant Businessservices; (xiq) Cancelled made any forward commitments for the Business either in excess of the requirements of the Acquired Entities for normal operating purposes or waived any claims or rights in connection with the Merchant Business which, individually or in the aggregate, exceed $50,000at prices higher than current market prices; (xiir) Compromised compromised or settled any material litigation, proceeding litigation or other governmental action relating to the Assets Sold or the Merchant Business; (xiiis) Cancelled cancelled or reduced any of its insurance coverage on the Merchant Business or any of the Assets Soldcoverage; (xivt) Permitted permitted any of its facilities located at any of the Owned Properties or the Leased Properties to be shut down for any period of time in excess of 12 hours; (u) made any change in the method of billing or the credit terms made available to the customers of the Business; (v) made any change in any method of accounting or auditing practice; (w) amended its organizational documents or structure; or (xvx) Authorizedauthorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.

Conduct of Business in Ordinary Course. Except as set forth on -------------------------------------- Schedule 7.19, since Since the Interim Balance Sheet Financial Statement Date, the Merchant Acquiring Business has ------------- been carried on by the Bank in the Ordinary Course. Without limiting the generality of the foregoing, since the Interim Balance Sheet Date Financial Statement Date, the Seller Bank has not: (ia) Soldsold, transferred or otherwise disposed of any of the Merchant Acquiring Assets Sold except for Merchant Acquiring Assets Sold which are obsolete and which individually or have worn out in the aggregate Ordinary Course of the Merchant Acquiring Business, or which do not exceed $50,000,£2,500 (or its equivalent), individually, or £50,000 (or its equivalent), in the aggregate; (iib) Made except as set out in Schedule 6.17(b), made any capital expenditure or commitment therefor for point of point-of-sale terminals used in connection with the Merchant Acquiring Business that exceeded $£25,000 (or its equivalent), individually or £100,000 in the aggregate aggregate, and made any other capital expenditure or commitment therefor in respect of the Merchant Acquiring Business that exceeded $100,000£50,000 (or its equivalent), individually or £250,000 in the aggregate; (iiic) Discharged except as set out in Schedule 6.17(c), discharged any secured or unsecured obligation or liability owed to the Bank (whether accrued, absolute, contingent or otherwise) relating exclusively to the Merchant Acquiring Business that exceeded £10,000 (or its equivalent), individually or £40,000 in the aggregate exceeded $10,000aggregate; (ivd) Increased increased its indebtedness for borrowed money or other indebtedness or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person in connection with the Merchant Acquiring Business, which indebtedness or other liability will be assumed by the Joint Venture on or after the Completion Date; (ve) Made removed or transferred any bonus or profit sharing distribution or similar payment of any kind to any Person in connection with the Merchant Business except in the Ordinary Course; (vi) Removed, transferred or agreed to transfer any officer or any other senior employee of the Merchant Card Services division of the Seller, Transferred Employee except as contemplated under this Agreement and the Operative DocumentsDocuments or as a result of termination of any employment for poor performance or misconduct or as a result of the voluntary resignation of any employee for any reason or the voluntary opt out of any employee from the transfer; (viif) Written except as set out in Schedule 6.17(f), written off as uncollectible any Accounts Receivable which individually accounts receivable relating to the Merchant Acquiring Business that exceeded £25,000 (or its equivalent), individually, or £100,000 (or its equivalent) in the aggregate exceed $360,000aggregate; (viiig) Granted except as set out in Schedule 6.17(g), , granted any increase in the rate of wages, salaries, bonuses bonuses, Employee Plans or other remuneration remuneration, compensation or benefit of employees Transferred Employees that exceeded 15%, individually, or 4.0% in the aggregate, of the total Transferred Employee costs of the Merchant Business except in the Ordinary CourseAcquiring Business; (ixh) Suffered except as set out in Schedule 6.17(h), suffered any loss or liability in respect of the Merchant Acquiring Business or any of the Merchant Acquiring Assets Sold in excess of $50,000£25,000 (or its equivalent), individually, or £175,000 (or its equivalent) in the aggregate, whether or not covered by insurance; (xi) Suffered suffered any material shortage or any cessation or continued and non-routine interruption of inventory shipments, supplies or ordinary services in connection with the Merchant BusinessAcquiring Business to the Bank; (xij) Cancelled cancelled or waived any claims or rights in connection with the Merchant Acquiring Business whichthat exceeded £30,000 (or its equivalent), individually or in the aggregate, exceed $50,000; (xiik) Compromised commenced, compromised or settled any material litigation, proceeding or other governmental action relating to the Assets Sold Merchant Acquiring Business that exceeded £25,000 (or its equivalent), individually, or £100,000 (or its equivalent) in the Merchant Businessaggregate; (xiiil) Cancelled cancelled or reduced any of its insurance coverage on the Merchant Acquiring Business or any of the Merchant Acquiring Assets Soldexcept in the Ordinary Course of the Merchant Acquiring Business; (xivm) Permitted except as set out in Schedule 6.17(m) and for any closure in the Ordinary Course of the Merchant Acquiring Business (including closure as a result of ordinary system maintenance), permitted or failed to prevent any of its facilities or operating systems applicable to the Merchant Acquiring Business to be shut down for any period of time in excess of 12 two hours; or, or permitted or failed to prevent any facility or operating system shutdown resulting in inability to authorize or process Card Transactions for a period of 120 consecutive minutes; (xvn) Authorizedmade any change to methodology applied for calculating the revenues as reflected in the Financial Statements; (o) authorized, agreed or otherwise committedcommitted contractually, whether or not in writing, to do any of the foregoing; or (p) become aware that any event which relates to the Merchant Acquiring Business has occurred which would entitle any Person to terminate any Merchant Agreement, or Third Party Agreement which individually or in aggregate would have a material adverse effect on the Merchant Acquiring Business relative to either the Joint Venture’s rolling twelve month earnings prior to the occurrence of the event or the Joint Venture’s total asset value as stated in the accounts at the end of the month prior to the occurrence of the event.

Conduct of Business in Ordinary Course. Except as set forth on -------------------------------------- disclosed in Schedule 7.19N hereto, since the Interim Balance Sheet DateDecember 31, 2002, the Merchant Business has ------------- been carried on in the Ordinary Course. Without limiting the generality of the foregoing, since neither of the Interim Balance Sheet Date the Seller has notCorporations has: (i) Soldsold, transferred or otherwise disposed of any of the Assets Sold Assets, except for (i) Assets Sold which are obsolete and which individually or in the aggregate do not exceed $50,000,, or (ii) Inventory sold in the Ordinary Course; (ii) Made made any capital expenditure or commitment therefor for point of sale terminals used in connection with the Merchant Business that exceeded $100,000 in the aggregate and made any other capital expenditure or commitment therefor in respect of the Merchant Business that exceeded $100,000, which individually or in the aggregateaggregate exceeded $50,000; (iii) Discharged discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) relating to the Merchant Business that which individually or in the aggregate exceeded $10,00050,000; (iv) Increased increased its indebtedness for borrowed money or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person in connection with the Merchant BusinessPerson; (v) Made made any bonus or profit sharing distribution or similar payment of any kind to any Person in connection with kind, except (i) as may be required by the Merchant Business except terms of a Material Contract, (ii) as provided for in the Ordinary CourseMGA Group Financial Statements; (vi) Removed, transferred or agreed to transfer any officer or any other senior employee of the Merchant Card Services division of the Seller, except as contemplated under this Agreement and the Operative Documents; (vii) Written off as uncollectible any Accounts Receivable which individually or in the aggregate exceed $360,000; (viii) Granted granted any increase in the rate of wages, salaries, bonuses or other remuneration of employees any employee of either of the Merchant Business Corporations, except as may be required by the terms of a Material Contract; (vii) terminated any officer or other senior employee; (viii) written off as uncollectible any Accounts Receivable which, individually or in the Ordinary Courseaggregate, are material to either of the Corporations or is in excess of $50,000; (ix) Suffered suffered any loss in respect of the Merchant Business or any of the Assets Sold in excess of $50,000extraordinary loss, whether or not covered by insurance; (x) Suffered suffered any material shortage or any cessation or interruption of inventory Inventory shipments, supplies or ordinary services in connection with the Merchant Businessservices; (xi) Cancelled cancelled or waived any material claims or rights in connection with the Merchant Business which, individually or in the aggregate, exceed $50,000rights; (xii) Compromised compromised or settled any material litigation, proceeding or other governmental action relating to the Assets Sold Assets, the Business or either of the Merchant BusinessCorporations; (xiii) Cancelled cancelled or reduced any of its insurance coverage on the Merchant Business or any of the Assets Sold;coverage; or (xiv) Permitted any of its facilities to be shut down for any period of time in excess of 12 hours; or (xv) Authorizedauthorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing. In addition, neither of the Corporations has (i) made or agreed to make, any change in any method of accounting or auditing practice, or (ii) amended or approved any amendment to its constating documents, by-laws or capital structure.

Conduct of Business in Ordinary Course. Except as set forth on -------------------------------------- Schedule 7.19out in Section 4.9 of the IsoCanMed Disclosure Letter or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since the Interim Balance Sheet IsoCanMed Reference Date, the Merchant IsoCanMed Business has ------------- been carried on in the Ordinary Course. Without limiting the generality of the foregoing, since the Interim Balance Sheet Date the Seller IsoCanMed has not, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (ia) Soldsold, transferred or otherwise disposed of any of the Assets Sold except for Assets Sold which are obsolete and which individually or in the aggregate do not exceed $50,000, (ii) Made any capital expenditure or commitment therefor for point of sale terminals used in connection with the Merchant Business that exceeded $100,000 in the aggregate and made any assets, other capital expenditure or commitment therefor in respect of the Merchant Business that exceeded $100,000, individually or in the aggregate; (iii) Discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) relating to the Merchant Business that individually or in the aggregate exceeded $10,000; (iv) Increased its indebtedness for borrowed money or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person in connection with the Merchant Business; (v) Made any bonus or profit sharing distribution or similar payment of any kind to any Person in connection with the Merchant Business except than Inventory sold in the Ordinary Course; (vib) Removed, transferred granted or agreed to transfer suffered any officer or Lien upon any assets other senior employee of the Merchant Card Services division of the Seller, except as contemplated under this Agreement than Permitted Encumbrances and the Operative Documents; (vii) Written off as uncollectible any Accounts Receivable which individually or in the aggregate exceed $360,000; (viii) Granted any increase in the rate of wages, salaries, bonuses or other remuneration of employees of the Merchant Business except unsecured current obligations and liabilities incurred in the Ordinary Course; (ixc) Suffered made any loss capital expenditures; (d) cancelled any debts or claims owed to it or amended, terminated or waived any rights of value pertaining it; (e) made any bonus or other extraordinary payment to an Employee, officer, director, former director or related party other than regular amounts payable to each such Person by way of salary or other remuneration or for the reimbursement of expenses incurred in the Ordinary Course; (f) suffered any extraordinary loss, damage or destruction in respect of the Merchant IsoCanMed Business or any of the Assets Sold in excess of $50,000its assets, whether or not covered by insurance; (xg) Suffered terminated or suffered the termination of, any IsoCanMed Material Contract other than due to its expiration in accordance with its terms and not as a result of the potential completion of the transactions contemplated by the Agreement; (h) written down the value of any assets, including Inventory and capital lease assets, except on account of normal depreciation and amortization; (i) written off as uncollectible any Accounts Receivable or any part thereof; (j) suffered any material shortage or any cessation or material interruption of inventory Inventory shipments, supplies or ordinary services in connection with the Merchant Businessservices; (xik) Cancelled made any forward commitments either in excess of the requirements for normal operating purposes or waived any claims or rights in connection with at prices higher than the Merchant Business which, individually or in the aggregate, exceed $50,000current market prices; (xiil) Compromised compromised or settled any material litigation, proceeding litigation or other governmental action relating to assets of IsoCanMed (including the Assets Sold or the Merchant BusinessLeased Properties); (xiiim) Cancelled cancelled or reduced any of its insurance coverage on the Merchant Business its business, property or any of the Assets Soldassets; (xivn) Permitted made any change in any method of accounting or auditing practice except in each case as required by ASPE; (o) made any change in the method of billing or the credit terms made available to its facilities to be shut down for any period of time in excess of 12 hourscustomers; or (xvp) Authorizedauthorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.

Conduct of Business in Ordinary Course. Except as set forth on -------------------------------------- Schedule 7.19disclosed in Part 3.14 of the Disclosure Letter, since the date of the Interim Balance Sheet DateSheet, the Merchant Business has ------------- been carried on in the Ordinary CourseCourse of Business. Without limiting the generality of the foregoing, since except as disclosed in Part 3.14 of the Interim Balance Sheet Date Disclosure Letter or pursuant to the Seller has notContemplated Transactions or this Agreement, neither the Company nor any of its Subsidiaries has: (ia) Soldsold, transferred or otherwise disposed of or diminished the value of any of assets used in the Assets Sold Business except for Assets Sold (i) assets which are obsolete and which individually or in the aggregate do not exceed $50,000, 10,000, or (ii) Made inventory sold in the Ordinary Course of Business; (b) made any capital expenditure or commitment therefor for point of sale terminals used in connection with the Merchant Business that exceeded $100,000 in the aggregate and made any other capital expenditure or commitment therefor in respect of the Merchant Business that exceeded $100,000, to do so which individually or in the aggregateaggregate exceeded $25,000; (iiic) Discharged discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) relating to the Merchant Business that which individually or in the aggregate exceeded $10,000; (ivd) Increased its indebtedness increased their respective Indebtedness for borrowed money or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person in connection with the Merchant BusinessPerson; (ve) Made made any bonus or profit sharing distribution or similar payment of any kind to any Person except as may be required by the terms of an Applicable Contract, a contract listed in connection with Part 3.21 of the Merchant Business except Disclosure Letter or in the Ordinary CourseCollective Agreement; (vif) Removed, transferred removed any auditor or agreed to transfer director or terminated any officer or any other senior employee of the Merchant Card Services division of the Seller, except as contemplated under this Agreement and the Operative Documentsemployee; (viig) Written off as uncollectible any Accounts Receivable which individually or in the aggregate exceed $360,000; (viii) Granted granted any increase in the rate of wages, salaries, bonuses or other remuneration of any their respective employees except as may be required by the terms of an Applicable Contract, a contract listed in Part 3.21 of the Merchant Business except Disclosure Letter or in the Ordinary CourseCollective Agreement; (ixh) Suffered increased the benefits to which their respective employees are entitled under any loss in respect of the Merchant Business Employee Plans or adopted or entered into any of the Assets Sold in excess of $50,000new Employee Plans for its employees; (i) suffered any extraordinary loss, whether or not covered by insurance; (xj) Suffered suffered any material shortage or any cessation or interruption of inventory shipments, supplies or ordinary services in connection with the Merchant Businessservices; (xik) Cancelled cancelled or waived any material claims or rights in connection with the Merchant Business which, individually or in the aggregate, exceed $50,000rights; (xiil) Compromised compromised or settled any material litigation, proceeding or other governmental action Proceeding relating to the Assets Sold assets, the Business or the Merchant Businessitself; (xiiim) Cancelled cancelled or materially reduced any of its insurance coverage on the Merchant Business or any of the Assets Soldcoverage; (xivn) Permitted permitted any of its facilities to be shut down during any customary working day for any period of time in excess of 12 hourshours except for, as applicable, periodic maintenance or servicing; (o) made any change in any method of accounting or auditing practice, or amended or approved any amendment to its constating documents, by-laws or capital structure; or (xvp) Authorizedauthorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.