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

Conduct of Business in the Ordinary Course. The Company shall ----------------------------------------------- not permit to be done any act which would result in the breach of any of the covenants of the Company contained herein or which would cause the representations and warranties of the Company contained herein to become untrue or inaccurate as of any date subsequent to the date hereof. Without limiting the generality of the foregoing, the Company shall take all necessary actions to (i) operate its business diligently in the ordinary course of business as an ongoing concern and will use their best efforts to preserve intact the Company's organization and operations at current levels, to retain the services of the Company's present employees and to preserve the Company's relationships with its suppliers and customers and others having business relationships with the Company; (ii) maintain in good operating condition, ordinary wear and tear excepted, all of the Company's assets and properties which are in such condition as of the date hereof; (iii) maintain the books, accounts and records of the Company in the usual, regular and ordinary manner on a basis consistent with past practice in recent periods; (iv) refrain from entering into any contract, agreement, sales order, lease, capital expenditure or other commitment of a value in excess of $1,000.00 (other than purchases of raw materials and sales of inventory in the ordinary course of business), or from modifying, amending, canceling or terminating any of such contracts, agreements, leases or other commitments presently in force, except as expressly contemplated by this Agreement, without the prior approval of Art Exchange and the Purchasers (which approval shall not be unreasonably withheld and which may be verbal to be followed by written confirmation); (v) refrain from paying any bonus to any employee, officer or director and from declaring or paying any dividend, or making any other distribution in respect of, or from redeeming, the Nicklebys Common Stock; and (vi) refrain from issuing any capital stock of the Company or any other securities convertible into such capital stock.

Conduct of Business in the Ordinary Course. The Company Seller shall not ----------------------------------------------- not permit to be done any act which would result in the breach of any of the covenants of the Company Seller or Nickleby's contained herein or which would cause the representations and warranties of the Company Seller or Nickleby's contained herein to become untrue or inaccurate as of any date subsequent to the date hereof. Without limiting the generality of the foregoing, the Company Seller shall take all necessary actions to cause Nickleby's to (i) operate its business diligently in the ordinary course of business as an ongoing concern and will use their its best efforts to preserve intact the CompanyNickleby's organization and operations at current levels, to retain the services of the CompanyNickleby's present employees and to preserve the CompanyNickleby's relationships with its suppliers and customers and others having business relationships with the CompanyNickleby's; (ii) maintain in good operating condition, ordinary wear and tear excepted, all of the CompanyNickleby's assets and properties which are in such condition as of the date hereof; (iii) maintain the books, accounts and records of the Company Nickleby's in the usual, regular and ordinary manner on a basis consistent with past practice in recent periods; (iv) refrain from entering into any contract, agreement, sales order, lease, capital expenditure or other commitment of a value in excess of $1,000.00 (other than purchases of raw materials and sales of inventory in the ordinary course of business), or from modifying, amending, canceling or terminating any of such contracts, agreements, leases or other commitments presently in force, except as expressly contemplated by this Agreement, without the prior approval of Art Exchange and the Purchasers Company (which approval shall not be unreasonably withheld and which may be verbal to be followed by written confirmation); (v) refrain from paying any bonus to any employee, officer or director and from declaring or paying any dividend, or making any other distribution in respect of, or from redeeming, the Nicklebys Nickleby's Common StockShares; and (vi) refrain from issuing any capital stock of the Company Nickleby's or any other securities convertible into such capital stock.

Conduct of Business in the Ordinary Course. The Company Except as otherwise expressly provided in this Agreement, neither party shall ----------------------------------------------- not permit to be done any act which would result in the a material breach of any of the covenants of the Company such party contained herein or which would cause the representations and warranties of the Company such party contained herein to become untrue or inaccurate in any material respect as of any date subsequent to the date hereof. Without limiting the generality of the foregoing, the Company each party shall take all reasonably necessary actions to (i) operate its business diligently in the ordinary course of business as an ongoing concern concern, and will use their its best business efforts to preserve intact the Company's its organization and operations at current levels, levels and to retain make available to the Surviving Corporation the services of the Company's Calnetics' present employees and to preserve for the Company's Surviving Corporation the relationships of Calnetics with its suppliers and customers and others having business relationships with the Companyit; (ii) maintain in good operating condition, ordinary wear and tear excepted, all of the Company's its assets and properties which are in such condition as of the date hereof; (iii) maintain the its books, accounts and records of the Company in the usual, regular and ordinary manner manner, on a basis consistent with past practice in recent periods; (iv) refrain from entering into any contract, agreement, sales orderlease, leaseacquisition, sale of assets, capital expenditure or other commitment of a value in excess of $1,000.00 250,000 (other than purchases of raw materials and sales of inventory inventory, including sales orders, in the ordinary course of business), or from modifying, amending, canceling or terminating any of such contracts, agreements, leases or other commitments presently in force, except as expressly contemplated by this Agreement, without the prior approval of Art Exchange and the Purchasers other party (which approval shall not be unreasonably withheld and which may be verbal to be promptly followed by written confirmation); (v) refrain from paying any bonus to any employee, officer or director director, other than pursuant to any contract, agreement or arrangement existing on the date of this Agreement, or any employee other than on a basis consistent with past practice, and from declaring or paying any dividend, or making any other distribution in respect of, or from redeeming, the Nicklebys Common Stockany of its capital stock; and (vi) refrain from issuing any capital stock of the Company or any other securities convertible into such or exercisable to purchase capital stockstock other than upon exercise of existing options.

Conduct of Business in the Ordinary Course. The Company Purchasers shall ----------------------------------------------- -------------------------------------------- not permit to be done any act which would result in the breach of any of the covenants of the Company Purchasers or Art Exchange contained herein or which would cause the representations and warranties of the Company Purchasers or Art Exchange contained herein to become untrue or inaccurate as of any date subsequent to the date hereof. Without limiting the generality of the foregoing, the Company Purchasers shall take all necessary actions to cause Art Exchange to (i) operate its business diligently in the ordinary course of business as an ongoing concern and will use their his best efforts to preserve intact the CompanyArt Exchange's organization and operations at current levels, to retain the services of the CompanyArt Exchange's present employees and to preserve the CompanyArt Exchange's relationships with its suppliers and customers and others having business relationships with the CompanyArt Exchange; (ii) maintain in good operating condition, ordinary wear and tear excepted, all of the CompanyArt Exchange's assets and properties which are in such condition as of the date hereof; (iii) maintain the books, accounts and records of the Company Art Exchange in the usual, regular and ordinary manner on a basis consistent with past practice in recent periods; (iv) refrain from entering into any contract, agreement, sales order, lease, capital expenditure or other commitment of a value in excess of $1,000.00 (other than purchases of raw materials and sales of inventory in the ordinary course of business), or from modifying, amending, canceling or terminating any of such contracts, agreements, leases or other commitments presently in force, except as expressly contemplated by this Agreement, without the prior approval of Art Exchange and the Purchasers Company (which approval shall not be unreasonably withheld and which may be verbal to be followed by written confirmation); (v) refrain from paying any bonus to any employee, officer or director and from declaring or paying any dividend, or making any other distribution in respect of, or from redeeming, the Nicklebys Art Exchange Common StockShares; and (vi) refrain from issuing any capital stock of the Company Art Exchange or any other securities convertible into such capital stock.

Conduct of Business in the Ordinary Course. The Company Except as otherwise ------------------------------------------ expressly provided in this Agreement, neither party shall ----------------------------------------------- not permit to be done any act which would result in the a material breach of any of the covenants of the Company such party contained herein or which would cause the representations and warranties of the Company such party contained herein to become untrue or inaccurate in any material respect as of any date subsequent to the date hereof. Without limiting the generality of the foregoing, the Company each party shall take all reasonably necessary actions to (i) operate its business diligently in the ordinary course of business as an ongoing concern concern, and will use their its best business efforts to preserve intact the Company's its organization and operations at current levels, levels and to retain make available to the Surviving Corporation the services of the Company's Calnetics' present employees and to preserve for the Company's Surviving Corporation the relationships of Calnetics with its suppliers and customers and others having business relationships with the Companyit; (ii) maintain in good operating condition, ordinary wear and tear excepted, all of the Company's its assets and properties which are in such condition as of the date hereof; (iii) maintain the its books, accounts and records of the Company in the usual, regular and ordinary manner manner, on a basis consistent with past practice in recent periods; (iv) refrain from entering into any contract, agreement, sales orderlease, leaseacquisition, sale of assets, capital expenditure or other commitment of a value in excess of $1,000.00 250,000 (other than purchases of raw materials and sales of inventory inventory, including sales orders, in the ordinary course of business), or from modifying, amending, canceling or terminating any of such contracts, agreements, leases or other commitments presently in force, except as expressly contemplated by this Agreement, without the prior approval of Art Exchange and the Purchasers other party (which approval shall not be unreasonably withheld and which may be verbal to be promptly followed by written confirmation); (v) refrain from paying any bonus to any employee, officer or director director, other than pursuant to any contract, agreement or arrangement existing on the date of this Agreement, or any employee other than on a basis consistent with past practice, and from declaring or paying any dividend, or making any other distribution in respect of, or from redeeming, the Nicklebys Common Stockany of its capital stock; and (vi) refrain from issuing any capital stock of the Company or any other securities convertible into such or exercisable to purchase capital stockstock other than upon exercise of existing options .