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

Conduct of Business in the Ordinary Course. The Seller shall not ----------------------------------------------- permit to be done any act which would result in the breach of any of the covenants of the Seller or Nickleby's contained herein or which would cause the representations and warranties of the 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 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 its best efforts to preserve intact Nickleby's organization and operations at current levels, to retain the services of Nickleby's present employees and to preserve Nickleby's relationships with its suppliers and customers and others having business relationships with Nickleby's; (ii) maintain in good operating condition, ordinary wear and tear excepted, all of Nickleby's assets and properties which are in such condition as of the date hereof; (iii) maintain the books, accounts and records of 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 the 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 Nickleby's Common Shares; and (vi) refrain from issuing any capital stock of Nickleby's or any other securities convertible into such capital stock.

Conduct of Business in the Ordinary Course. The Seller Company shall ----------------------------------------------- not ----------------------------------------------- permit to be done any act which would result in the breach of any of the covenants of the Seller or Nickleby's Company contained herein or which would cause the representations and warranties of the Seller or Nickleby's 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 Seller Company 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 its their best efforts to preserve intact Nicklebythe Company's organization and operations at current levels, to retain the services of Nicklebythe Company's present employees and to preserve Nicklebythe Company's relationships with its suppliers and customers and others having business relationships with Nickleby'sthe Company; (ii) maintain in good operating condition, ordinary wear and tear excepted, all of Nicklebythe Company's assets and properties which are in such condition as of the date hereof; (iii) maintain the books, accounts and records of Nickleby's 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 Company 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 Nickleby's Nicklebys Common SharesStock; and (vi) refrain from issuing any capital stock of Nickleby's the Company or any other securities convertible into such capital stock.

Conduct of Business in the Ordinary Course. The Seller 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 Seller or Nickleby's such party contained herein or which would cause the representations and warranties of the Seller or Nickleby's 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 Seller each party shall take all reasonably necessary actions to cause Nickleby's to (i) operate its business diligently in the ordinary course of business as an ongoing concern concern, and will use its best business efforts to preserve intact Nickleby's its organization and operations at current levels, levels and to retain make available to the Surviving Corporation the services of Nickleby's Calnetics' present employees and to preserve Nickleby's for the Surviving Corporation the relationships of Calnetics with its suppliers and customers and others having business relationships with Nickleby'sit; (ii) maintain in good operating condition, ordinary wear and tear excepted, all of Nickleby's its assets and properties which are in such condition as of the date hereof; (iii) maintain the its books, accounts and records of Nickleby's 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 the Company 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 Nickleby's Common Sharesany of its capital stock; and (vi) refrain from issuing any capital stock of Nickleby's 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 Seller 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 Seller or Nickleby's such party contained herein or which would cause the representations and warranties of the Seller or Nickleby's 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 Seller each party shall take all reasonably necessary actions to cause Nickleby's to (i) operate its business diligently in the ordinary course of business as an ongoing concern concern, and will use its best business efforts to preserve intact Nickleby's its organization and operations at current levels, levels and to retain make available to the Surviving Corporation the services of Nickleby's Calnetics' present employees and to preserve Nickleby's for the Surviving Corporation the relationships of Calnetics with its suppliers and customers and others having business relationships with Nickleby'sit; (ii) maintain in good operating condition, ordinary wear and tear excepted, all of Nickleby's its assets and properties which are in such condition as of the date hereof; (iii) maintain the its books, accounts and records of Nickleby's 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 the Company 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 Nickleby's Common Sharesany of its capital stock; and (vi) refrain from issuing any capital stock of Nickleby's or any other securities convertible into such or exercisable to purchase capital stockstock other than upon exercise of existing options.