Common use of Conduct of Business of the Acquired Companies Clause in Contracts

Conduct of Business of the Acquired Companies. Except as contemplated or permitted by this Agreement (including the transactions contemplated by Section 4.8), as set forth in Section 4.1 of the Sellers’ Disclosure Letter, any actions related to the Excluded Liabilities or any actions as may be required by or necessary to comply with any Requirements of Law (such exceptions, the “Ordinary Course Exceptions”), from the date hereof to the Closing Date, Sellers shall cause the Acquired Companies and the Acquired Company Subsidiaries to conduct their business in all material respects in the ordinary course. Without limiting the foregoing, from the date hereof to the Closing Date, except for the Ordinary Course Exceptions, Sellers shall not permit any Acquired Company or Acquired Company Subsidiary to take any of the following actions, without the prior consent of Buyer, which consent shall not be unreasonably withheld, delayed or conditioned: (a) (i) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, the outstanding capital stock of any Acquired Company or Acquired Company Subsidiary (other than the declaration or payment of any dividend or distributions to an Acquired Company or Acquired Company Subsidiary); (ii) split, combine or reclassify any of its outstanding capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its outstanding capital stock; or (iii) purchase, redeem or otherwise acquire any shares of outstanding capital stock of any Acquired Company or Acquired Company Subsidiary or any rights, warrants or options to acquire any such shares; (b) issue, sell, grant, pledge or otherwise encumber any shares of its capital stock, any other of its voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities; (c) amend its articles of incorporation, by-laws or other comparable organizational documents; (d) (i) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or assets comprising a business or any material amount of property or assets in or of any other Person (other than acquisitions of property or assets that would not comprise part of the Acquired Companies or the Acquired Company Subsidiaries as of the Closing) or (ii) dispose, transfer or lease any material property or assets (except for (1) acquisitions or dispositions effected in the ordinary course of business, including acquisitions or dispositions of investments consistent with the respective investment policies of the Acquired Companies or the Acquired Company Subsidiaries, and (2) dispositions made to provide funds to pay the dividends and distributions contemplated by Section 4.8(a)); (e) mortgage, pledge or subject to any Lien (other than Permitted Liens) any of its material assets, except in the ordinary course of business; (f) sell, lease, license or otherwise dispose of any material assets (other than investments), except in the ordinary course of business; (g) (i) incur any indebtedness for borrowed money or guarantee or otherwise become responsible for any such indebtedness of another Person, except in the ordinary course of business, or (ii) make any loans, advances or capital contributions to, or investments in, any other Person, other than to an Acquired Company or Acquired Company Subsidiary in the ordinary course of business and other than in connection with transactions consistent with the Investment Guidelines; (h) enter into, amend in any material respect or terminate or non-renew any Applicable Contract, except in the ordinary course of business, or enter into any contract that is not terminable without material penalty on ninety (90) days’ or less notice; (i) make any change in the accounting or actuarial standards from those used to prepare the SAP Statements and the GAAP Financial Statements or any material change in the financial, marketing, underwriting, pricing, claims, and risk retention methods or practices or investment principles employed by one or more of the Acquired Companies or the Acquired Company Subsidiaries, except insofar as may have been required by a change in applicable accounting principles; (j) make any capital expenditures in excess of $750,000 in the aggregate; (k) adopt or amend any Employee Benefit Plan (or any plan that would be an Employee Benefit Plan if adopted) that would result in a material increase in the liability of the Acquired Companies and the Acquired Company Subsidiaries or enter into or adopt any collective bargaining agreement covering any Employee; (i) grant to any officer or Employee any increase in compensation or benefits, except for ad hoc increases in the ordinary course of business, or (ii) except for distributions and payments pursuant to Section 4.8(f), make any bonus, pension, retirement or profit sharing distribution or payment of any kind, except in the ordinary course of business or in accordance with existing agreements or Employee Benefit Plans; (m) settle any claim, action or proceeding (other than any claim, action or proceeding under any insurance contracts or any settlement for money damages of any of the Excluded Liabilities) if such settlement requires a payment by the Acquired Companies and the Acquired Company Subsidiaries, in the aggregate, of an amount in excess of $500,000; (n) cancel or forgive without fair consideration any material debts or claims of the Acquired Companies or the Acquired Company Subsidiaries; or (o) enter into any legally binding commitment with respect to any of the foregoing.

Conduct of Business of the Acquired Companies. Except as contemplated or permitted by this Agreement (including From the transactions contemplated by Section 4.8), as set forth in Section 4.1 of the Sellers’ Disclosure Letter, any actions related Effective Date to the Excluded Liabilities or any actions as may be required by or necessary to comply with any Requirements of Law (such exceptionsClosing, the “Ordinary Course Exceptions”), from Company will and Sellers and the date hereof to the Closing Date, Sellers shall Company will cause the Acquired Companies and the Acquired Company Subsidiaries to (a) conduct their business in all material respects operations only in the ordinary course. Without limiting course of business consistent with past practices and in accordance with all Laws and Restrictions; (b) use their commercially reasonable efforts to preserve intact its business organization, keep available the foregoingservices of its officers and employees and maintain satisfactory relationships with customers, from the date hereof suppliers, Payors, subcontractors and others having business relationships with it; and (c) not willfully take or omit to the Closing Datetake, except for the Ordinary Course Exceptionsagree to take or omit to take, Sellers shall not or permit any Acquired Company action to be taken or Acquired Company Subsidiary to take not taken that could cause any of the following actionsrepresentations or warranties of the Company or Sellers to be untrue or incorrect in any material respect, or that could cause a material violation in any respect of any covenant, term or condition to be complied with, fulfilled or performed by the Company or Sellers under this Agreement. From the Effective Date to the Closing, without the prior written consent of Buyer, Buyer (which consent shall not be unreasonably withheldconditioned, delayed withheld or conditioned:delayed), except as contemplated by this Agreement, the Company will not and Sellers and the Company will cause the Acquired Companies not to (a) (i) declareissue, set aside sell, dispose of, transfer or pay grant any dividends onunits of any class, or make any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any units, or any rights, warrants, options, calls, commitments, or equity equivalents or enter into any other distributions (whether in cash, stock or property) in respect of, the outstanding capital stock agreements of any Acquired Company character to purchase or Acquired Company Subsidiary (other than acquire any units or any securities or rights convertible into, exchangeable for, or evidencing the declaration right to subscribe for, any units or payment of any dividend or distributions to an Acquired Company or Acquired Company Subsidiary); (ii) split, combine or reclassify any of its outstanding capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of of, or in substitution for shares for, units outstanding on the date hereof, other than the transfer of its outstanding the North Star Units to Rollover Seller; (ii) authorize, declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of the capital stockstock of the Acquired Companies, other than distributions in respect of tax obligations in amounts actually due and payable (including with respect to 2018 quarterly estimates) prior to Closing; or (iii) purchasesplit, redeem combine, subdivide or reclassify any units of the Acquired Companies; (iv) adopt any amendments to the Acquired Companies’ articles of incorporation or bylaws or effect or become a party to any, recapitalization or similar transaction; (v) change the Acquired Companies’ fiscal year or change their credit, collection or payment policies or procedures, or, except to the extent required to conform with GAAP, change their accounting policies or procedures; (vi) cancel any third party Debt owed to any Acquired Company; (vii) incur any additional Debt for borrowed money or assume, guarantee, endorse or otherwise become liable or responsible for any such Debt of another Person or make any loans, advances or capital contributions to or investments in any Person or enter into any agreements, arrangements or commitments with respect to any of the foregoing; (viii) acquire any shares of outstanding capital stock of any Acquired Company or Acquired Company Subsidiary or any rights, warrants or options agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any such shares; (b) issue, sell, grant, pledge or otherwise encumber any shares of its capital stockother manner, any other of its voting securities business or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities; (c) amend its articles of incorporation, by-laws or other comparable organizational documents; (d) (i) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership limited liability company, partnership, joint venture, association or other business organization or assets comprising a business division thereof, or acquire any material amount of property capital asset or assets in related capital assets; (ix) sell, lease, license, transfer, abandon, assign or of any other Person (other than acquisitions of property or assets that would not comprise part of the Acquired Companies or the Acquired Company Subsidiaries as of the Closing) or (ii) dispose, transfer or lease any material property or assets (except for (1) acquisitions or dispositions effected in the ordinary course of business, including acquisitions or dispositions of investments consistent with the respective investment policies of the Acquired Companies or the Acquired Company Subsidiaries, and (2) dispositions made to provide funds to pay the dividends and distributions contemplated by Section 4.8(a)); (e) mortgage, pledge otherwise encumber or subject (or allow to become subject) to any Lien (other than Permitted Liens) or otherwise dispose of any of its material assetstangible or intangible properties, rights or assets other than in the ordinary course of business consistent with past practice; (x) make or agree to make any capital expenditures other than in the ordinary course of business consistent with past practice; (xi) enter into any Contract relating to the purchase by the Acquired Companies of goods, equipment or services of amounts in excess of per year, or modify or amend or terminate any Contract (except in the ordinary course of business; business consistent with past practice) or permit or waive, release or assign any rights or claims thereunder; (fxii) sellenter into any Contract that purports to limit, leasecurtail or restrict the kinds of businesses which the Acquired Companies may conduct or the Persons with which they can compete; (xiii) except as required by Law or Plan, license (A) adopt, modify or otherwise dispose of amend in any material assets fashion that would materially increase the cost to any Acquired Company: (1) any Plan or (2) any employment, consulting, change in control, retention, severance or termination agreements with any Acquired Company employee, other than investments), except at will employment agreements in the ordinary course of business; business (gother than any bonus or payment constituting Sellers’ Closing Expenses or to be made from Purchase Price proceeds that would otherwise be payable to Sellers), (B) take any action to accelerate the vesting or payment of any compensation, or benefits under, any Plan (ior any award thereunder) incur or (C) grant to any indebtedness for borrowed money Acquired Company employee any increase in compensation, bonus or guarantee fringe or otherwise become responsible for other benefits, change in control, retention, severance or termination pay, other than increases in compensation and benefits in the ordinary course of business consistent with past practice; (xiv) effectuate a “plant closing” or “mass layoff” (or other notice- triggering event) as those terms are defined in the Worker Adjustment and Retraining Notification Act or any similar state Law, affecting in whole or in part any site of employment, facility, operating unit or employee of the Acquired Companies; (xv) hire any new employees, unless such indebtedness hiring is in the ordinary course of another Personbusiness and is with respect to employees who are employed at-will; (xvi) make any material change to the Acquired Companies’ accounting methods, principles or practices or to the Financial Statements or to the working capital policies applicable to the Acquired Companies, except as required by GAAP or other applicable Law; (xvii) except for entering into any non-exclusive license agreements with customers in the ordinary course of business, transfer or (ii) make grant to any loans, advances or capital contributions tothird party any rights with respect to any material Intellectual Property, or investments inpermit to lapse, abandon, or otherwise dispose of any other Personmaterial Intellectual Property; (xviii) to the extent required by the real property Leases, fail to maintain the real property subject to the real property Leases (other than to an common areas), or any material personal property of the Acquired Company Companies, and considered in the aggregate, in substantially the same condition as of the date of this Agreement, ordinary wear and tear excepted; (xix) amend, modify, extend, renew or Acquired Company Subsidiary terminate any real property Lease (other than in the ordinary course of business and other than in connection with transactions consistent with the Investment Guidelines; (hpast practice) enter into, amend in any material respect or terminate or non-renew any Applicable Contract, except in the ordinary course of business, or enter into any contract new lease, sublease, license or other agreement for the use or occupancy of any real property; (xx) settle any pending or threatened legal proceeding or waive any claim made in any such legal proceeding that is not terminable without would be material penalty on ninety to any Acquired Company, other than the Affinity GA Claims (90) days’ or less notice; (i) make any change in the accounting or actuarial standards from those used to prepare the SAP Statements which Sellers and the GAAP Financial Statements Acquired Companies are expressly authorized to litigate and settle at their discretion; provided that any such litigation or settlement does not include or impose any material change obligations on, or result in the financialany restrictions on or Liabilities to, marketing, underwriting, pricing, claims, and risk retention methods or practices or investment principles employed by one or more any of the Acquired Companies Companies); (xxi) adopt a plan or the agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization; (xxii) discontinue any material line of business or dissolve or wind up any Acquired Company Subsidiaries, except insofar as may have been required by a change in applicable accounting principles; Company; (jxxiii) make or change any capital expenditures in excess material Tax election, file any amended Tax Return, consent to any extension or waiver of $750,000 in the aggregate; (k) limitations period applicable to any Tax Claim or assessment, adopt or amend change any Employee Benefit Plan (accounting method in respect of Taxes, entered into any closing agreement or settled or consented to any plan that would be an Employee Benefit Plan if adopted) that would result claim or assessment in a material increase in the liability respect of Taxes, or take any other action with respect to Taxes or Tax Returns outside of the Acquired Companies and the Acquired Company Subsidiaries or enter into or adopt any collective bargaining agreement covering any Employee; (i) grant to any officer or Employee any increase in compensation or benefits, except for ad hoc increases in the ordinary course Ordinary Course of businessBusiness, or (iixxiv) except for distributions and payments pursuant agree to Section 4.8(f)or authorize any Person to take any of, make any bonus, pension, retirement or profit sharing distribution or payment of any kind, except in the ordinary course of business or in accordance with existing agreements or Employee Benefit Plans; (m) settle any claim, action or proceeding (other than any claim, action or proceeding under any insurance contracts or any settlement for money damages of any of the Excluded Liabilities) if such settlement requires a payment by the Acquired Companies and the Acquired Company Subsidiaries, in the aggregate, of an amount in excess of $500,000; (n) cancel or forgive without fair consideration any material debts or claims of the Acquired Companies or the Acquired Company Subsidiaries; or (o) enter into any legally binding commitment with respect to any of the foregoingforegoing actions.

Conduct of Business of the Acquired Companies. Except as permitted or contemplated or permitted by this Agreement (including the transactions contemplated by Section 4.8), or as set forth in Section 4.1 of the Sellers’ Disclosure Letter, any actions related to the Excluded Liabilities or any actions as may be required by applicable law or necessary to comply with any Requirements of Law (such exceptionsgovernmental regulation, during the “Ordinary Course Exceptions”), period from the date hereof to of this Agreement through the Closing Date, Sellers shall cause Effective Time (the Acquired Companies and the Acquired Company Subsidiaries to conduct their business in all material respects in the ordinary course. Without limiting the foregoing, from the date hereof to the Closing Date, except for the Ordinary Course Exceptions, Sellers shall not permit any Acquired Company or Acquired Company Subsidiary to take any of the following actions"Pre‑Closing Period"), without the Parent's prior consent of Buyer, (which consent shall not be unreasonably withheld, delayed or conditioned:), the Company shall use commercially reasonable efforts to: (i) conduct the business of the Acquired Companies in the ordinary course in all material respects; (ii) maintain and preserve substantially intact the business organization of the Acquired Companies and the goodwill of those having business relationships with the Acquired Companies; and (iii) retain the services of the officers of the Company and the Key Employees of the Company and the other Acquired Companies. Without limiting the generality of the foregoing, except as permitted or contemplated by this Agreement, as set forth in Schedule 5.1, or as required by applicable law or governmental regulation, during the Pre‑Closing Period, no Acquired Company shall, without Parent's prior consent (which consent shall not be unreasonably withheld, delayed or conditioned): (a) (i) declareissue, set aside sell or pay deliver any dividends onshares of Company capital stock, equity securities of any other Acquired Company, or make securities convertible into, or rights, warrants or options to acquire, any other distributions (whether in cash, stock or property) in respect of, the outstanding capital stock shares of any Acquired Company or Acquired Company Subsidiary (other than the declaration or payment of any dividend or distributions to an Acquired Company or Acquired Company Subsidiary); (ii) split, combine or reclassify any of its outstanding capital stock or issue or authorize the issuance equity securities of any other securities Acquired Company; (b) issue any Book-Entry Shares (including any Book-Entry Shares issuable in respect ofconnection with any lost, in lieu of stolen or in substitution for destroyed certificates representing shares of its outstanding capital stock; Company Common Stock or any transfer of any shares of Company Common Stock) or consent to or permit any transfers of shares of Company Common Stock or other transaction that would result in the requirement for the Company to issue any Book-Entry Shares; (iiic) purchaseredeem, redeem purchase or otherwise acquire any outstanding shares of outstanding capital stock Company Common Stock or equity securities of any other Acquired Company or Acquired Company Subsidiary Company, or any rights, warrants or options to acquire any such shares; (b) issue, sell, grant, pledge or otherwise encumber any shares of its capital stock, Company Common Stock or equity securities of any other of its voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities; (c) amend its articles of incorporation, by-laws or other comparable organizational documentsAcquired Company; (d) (i) acquire (by mergerother than the Pre-Closing Dividends, consolidationdeclare, acquisition set aside for payment or pay any dividend on, or make any other distribution in respect of, any shares of stock Company Common Stock or assets or otherwise) any corporation, partnership or other business organization or assets comprising a business or any material amount of property or assets in or equity securities of any other Person Acquired Company; (e) split, combine, subdivide or reclassify any shares of Company capital stock or equity securities of any other than acquisitions Acquired Company; (f) except in the ordinary course of property or assets that would not comprise part business in connection with borrowings under the existing lines of credit of the Acquired Companies or the Acquired Company Subsidiaries as of the Closing) or (ii) disposeCompanies, sell, transfer or lease encumber any of the assets that are material property or assets to the Acquired Companies' business as currently conducted (except for (1) acquisitions or dispositions effected excluding any sales of products in the ordinary course of business, including acquisitions or dispositions of investments consistent with the respective investment policies of the Acquired Companies or the Acquired Company Subsidiaries, and (2) dispositions made to provide funds to pay the dividends and distributions contemplated by Section 4.8(a)); (e) mortgage, pledge or subject to any Lien (other than Permitted Liens) any of its material assets, except in the ordinary course of business; (f) sell, lease, license or otherwise dispose of any material assets (other than investments), except in the ordinary course of business; (g) prematurely terminate, materially amend or knowingly waive any material right under any Significant Contract; (ih) incur make any indebtedness for borrowed money or guarantee or otherwise become responsible for any such indebtedness of another Personcapital expenditures, except in the ordinary course of business, or if outside the ordinary course of business, in an amount in excess of $50,000 in the aggregate; (i) make any acquisition of any material business or entity; (j) increase in any material manner the compensation of any the directors, officers or employees of any Acquired Company, or enter into, establish or amend any employment, bonus, incentive compensation, pension, retirement, severance, deferred compensation or other compensation or benefit plan for the benefit of any director or employee of any Acquired Company, other than: (i) as required pursuant to applicable law or governmental regulation or the terms of contracts in effect as of the date of this Agreement; and (ii) make any loansincreases in salaries, advances or capital contributions to, or investments in, any other Person, other than to an Acquired Company or Acquired Company Subsidiary wages and benefits effected in the ordinary course of business and consistent with past practices; (k) commence a lawsuit or other than similar legal proceeding, except: (i) for the routine collection of bills; (ii) where the Company determines in good faith that failure to commence such legal proceeding could result in the material impairment of a material right or asset of any Acquired Company; or (iii) in connection with transactions consistent with the Investment Guidelinesan alleged breach of this Agreement; (hl) enter into, amend in make or change any material respect election concerning Taxes, other than any change or terminate or non-renew any Applicable Contract, except election made in the ordinary course of business, or enter into amend any contract that is not terminable without material penalty on ninety (90) days’ or less noticeTax return; (im) make any change material changes in the financial or Tax accounting or actuarial standards from those used to prepare the SAP Statements and the GAAP Financial Statements or any material change in the financialmethods, marketing, underwriting, pricing, claims, and risk retention methods principles or practices or investment principles employed by one or more of the Acquired Companies or the Acquired Company Subsidiarieschange an annual accounting period, except insofar as may have been to the extent required by a change in applicable accounting principles; (j) make any capital expenditures in excess of $750,000 in the aggregate; (k) adopt or amend any Employee Benefit Plan (GAAP or any plan that would be an Employee Benefit Plan if adopted) that would result in a material increase in the liability of the Acquired Companies and the Acquired Company Subsidiaries applicable law or enter into or adopt any collective bargaining agreement covering any Employee; (i) grant to any officer or Employee any increase in compensation or benefits, except for ad hoc increases in the ordinary course of business, or (ii) except for distributions and payments pursuant to Section 4.8(f), make any bonus, pension, retirement or profit sharing distribution or payment of any kind, except in the ordinary course of business or in accordance with existing agreements or Employee Benefit Plans; (m) settle any claim, action or proceeding (other than any claim, action or proceeding under any insurance contracts or any settlement for money damages of any of the Excluded Liabilities) if such settlement requires a payment by the Acquired Companies and the Acquired Company Subsidiaries, in the aggregate, of an amount in excess of $500,000governmental regulation; (n) cancel amend the Company's Articles of Incorporation or forgive without fair consideration any material debts or claims of the Acquired Companies bylaws, or the certificate of incorporation or bylaws (or equivalent documents) of any other Acquired Company SubsidiariesCompany; (o) adopt a plan or agreement of complete or partial liquidation or dissolution; or (op) enter into a binding contract requiring that any legally binding commitment with respect to Acquired Company take any of the foregoingactions described in clauses (a) through (o) of this sentence.

Conduct of Business of the Acquired Companies. Except During the period from the date of this Agreement until the Closing or earlier termination of this Agreement in accordance with Section 7.1, except (a) as contemplated or permitted expressly required by this Agreement Agreement, (including the transactions contemplated by Section 4.8), b) as set forth in Section 4.1 5.1 of the Sellers’ Seller Disclosure LetterSchedule, any (c) actions related set forth in Section 5.1(1) of the Seller Disclosure Schedule, (d) in accordance with a Contagion Protocol (i) that has been implemented by the Seller or the Acquired Companies prior to the Excluded Liabilities or any actions as may be required by or necessary to comply with any Requirements of Law (such exceptions, the “Ordinary Course Exceptions”), from the date hereof and (ii) the material terms of which have been made available to Buyer prior to the Closing Datedate hereof (in each case of clauses (i) and (ii), Sellers shall cause with respect to the Acquired Companies and or the Acquired Company Subsidiaries to conduct their business in all material respects in the ordinary course. Without limiting the foregoingCompanies’ businesses), from the date hereof to the Closing Date(e) as required by Applicable Law or order of a Governmental Entity, except for the Ordinary Course Exceptions, Sellers shall not permit any Acquired Company or Acquired Company Subsidiary to take any of the following actions, without (f) with the prior written consent of Buyer, Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), Seller shall cause each of the Acquired Companies to conduct its business in the ordinary course of business and to refrain from taking any of the following actions and, to the extent consistent therewith, shall use and cause each of its Subsidiaries to use its reasonable best efforts to maintain its and its Subsidiaries’ respective relations and goodwill with Governmental Entities, customers, suppliers, insurers, licensors, licensees, distributors, creditors, lessors, employees, agents and business associates: (a) (i) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, the outstanding capital stock of any Acquired Company or Acquired Company Subsidiary (other than the declaration or payment of any dividend or distributions to an Acquired Company or Acquired Company Subsidiary); (ii) split, combine or reclassify any of its outstanding capital stock reclassify, or issue or authorize the issuance of any securities or other securities ownership interests in respect of, in lieu of or in substitution for shares of its outstanding the Shares, capital stock; , membership interests or (iii) purchaseother ownership interests of the Acquired Companies or reduce, redeem redeem, repurchase or otherwise acquire return any shares of outstanding share capital, loan capital stock or other securities of any Acquired Company or Acquired Company Subsidiary or any rights, warrants or options to acquire any such sharesCompany; (b) issueadopt a plan of complete or partial liquidation or rehabilitation or authorize or undertake a merger, selldissolution, grantrehabilitation, pledge consolidation, restructuring, recapitalization or otherwise encumber any shares of its capital stock, any other of its voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securitiesreorganization; (c) amend its articles effect any recapitalization, reclassification, stock split or combination or similar change in the capitalization of incorporationany of the Acquired Companies, by-laws or other comparable organizational documentsreincorporate or domesticate any Acquired Company; (d) redomesticate any of the Acquired Companies, amend any Organizational Documents of the Acquired Companies, or change any Insurance Company’s state of domicile; (e) make any material change in the underwriting, claims administration, investment, reserving, loss control, policy retention or conservation or financial accounting policies, practices or principles of the Acquired Companies, as applicable, in effect on the date hereof, other than any change required by Applicable Law, GAAP or SAP (or the interpretation thereof), or in respect of underwriting, claims, administration, investment, hedging or risk management policies, practices or principles, in the ordinary course of business, or fail in any material respect to comply with such guidelines, policies, practices or principles; (f) make any material change to any existing actuarial practice guidelines or policies of the Insurance Companies or any material assumption underlying any reserves or actuarial practice or policy, except as may be required under GAAP or SAP; (g) incur any Indebtedness to any Person (other than another Acquired Company) for borrowed money (other than current trade accounts payable incurred in respect of property or services purchased in the ordinary course of business) or assume, grant, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, or make any loans or advances (other than, in each case, in respect of transactions relating to the Investment Assets in the ordinary course of business, and loans and advances to Producers and Company Employees in the ordinary course of business); (h) other than in the ordinary course of business, modify, amend (in any material respect), recapture or terminate (other than at its stated expiry date) any Material Contract or any Reinsurance Agreement or enter into any contract which would, if entered into prior to the date hereof, have been a Material Contract or Reinsurance Agreement; (i) other than with respect to the Investment Assets or otherwise in the ordinary course of business, (i) purchase, sell, lease, exclusively license, exchange or otherwise dispose of or acquire any property or assets, (ii) permit any of their assets to become subject to any Lien other than Permitted Liens or (iii) acquire any new investments that would subject any of the Acquired Companies to any Liability to fund any capital calls or capital commitments or similar obligations; (j) acquire (by merger, consolidation, acquisition of stock or assets assets, bulk reinsurance or otherwise) any corporation, partnership partnership, joint venture, association or other business organization or division thereof, or substantially all of the assets comprising a business or any material amount of property or assets in or of any other Person (other than of the foregoing except for acquisitions of property or assets that would not comprise part Investment Assets in accordance with the Investment Guidelines; (k) settle any Action against any of the Acquired Companies (other than claims under Insurance Contracts, within applicable policy limits) that involves any non-monetary relief that would establish an adverse precedent or the Acquired Company Subsidiaries as of the Closingotherwise (i) or with respect to claims other than pursuant to an insurance policy issued by an Insurance Company, for an amount that exceeds $30,000 and (ii) disposewith respect to claims pursuant to an insurance policy issued by an Insurance Company, transfer for an amount that exceeds $2,000,000; (l) modify the terms of, or lease default under, or with respect to, any material property Indebtedness or assets Liability greater than $250,000 of any of the Acquired Companies (except for (1other than any such Liability that is being contested in good faith) acquisitions or dispositions effected or, other than in the ordinary course of business, including acquisitions cancel or dispositions of investments consistent with the respective investment policies of the Acquired Companies compromise any Indebtedness greater than $250,000 or the Acquired Company Subsidiaries, and (2) dispositions made to provide funds to pay the dividends and distributions contemplated by Section 4.8(a))waive any rights; (em) mortgageenter into or withdraw from any new line of business or introduce any new products or services, pledge or subject to put into “run off” any Lien (other than Permitted Liens) any of its material assets, except in the ordinary course lines of business; (fn) sell, lease, license undertake or commit to make any capital expenditures for which the aggregate consideration paid or payable in any individual transaction is in excess of $50,000 and otherwise dispose deviate in any material respect from the capital expenditure budget of any material assets (other than investments), except of the Acquired Companies in effect as of the ordinary course of businessdate hereof; (go) (i) incur increase or accelerate the vesting or payment of any indebtedness for borrowed money compensation or guarantee or otherwise become responsible for employee benefits of any such indebtedness of another Person, except in the ordinary course of business, or (ii) make any loans, advances or capital contributions to, or investments in, any other PersonCompany Employee, other than any Change of Control Payment described on Schedule I of this Agreement, as required by the terms of any Employee Benefit Plan or pursuant to an Acquired merit-based increases in base compensation, not in excess of 10%, for a Company or Acquired Company Subsidiary in the ordinary course of business and other than in connection with transactions consistent with the Investment GuidelinesEmployee whose annual cash compensation does not exceed $100,000; (hp) enter into, establish, materially amend in any material respect or terminate or non-renew any Applicable Contract, except in the ordinary course of business, or enter into any contract that is not terminable without material penalty on ninety (90) days’ or less notice; (i) make any change in the accounting or actuarial standards from those used to prepare the SAP Statements and the GAAP Financial Statements or any material change in the financial, marketing, underwriting, pricing, claims, and risk retention methods or practices or investment principles employed by one or more of the Acquired Companies or the Acquired Company Subsidiaries, except insofar as may have been required by a change in applicable accounting principles; (j) make any capital expenditures in excess of $750,000 in the aggregate; (k) adopt or amend any Employee Benefit Plan (or any plan arrangement that would be an Employee a Company Benefit Plan if adopted) that would result in a material increase in the liability effect as of the Acquired Companies and the Acquired Company Subsidiaries or enter into or adopt any collective bargaining agreement covering any Employeedate of this Agreement); (iq) grant to hire any officer or Employee any increase in compensation or benefits, except for ad hoc increases in the ordinary course of business, or (ii) except for distributions and payments pursuant to Section 4.8(f), make any bonus, pension, retirement or profit sharing distribution or payment of any kindnew Company Employee, except in the ordinary course of business or in accordance with existing agreements to replace a Company Employee who voluntarily terminated his or her employment or been terminated for cause, or terminate the employment or services of any Company Employee Benefit Planswhose annual compensation exceeds $100,000, other than for cause; (mr) settle grant any claimretention or transaction bonus to any Company Employee, action or proceeding (other than as described on Schedule I of this Agreement or incur any claim, action or proceeding under any insurance contracts or any settlement for money damages of any liabilities of the Excluded Liabilities) if such settlement requires a payment by type described in clause “(a)” of the Acquired Companies and the Acquired Company Subsidiaries, in the aggregate, definition of an amount in excess Transaction Expenses other than as described on Schedule I of $500,000this Agreement; (ns) cancel except as required by law, enter into any new collective bargaining agreements; (t) take any action that could create any obligation or forgive without fair consideration other liability under the WARN Act or any similar applicable laws as of or after the Closing; (u) make or change any material debts Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, amend any income or other material Tax Returns or file any claims for material Tax refunds, enter into any closing agreement, settle any Tax claim, audit or assessment of a material amount of Tax, surrender any right to claim a material Tax refund, offset or other reduction in Tax liability, initiate or enter into any voluntary disclosure, closing agreement or similar agreement relating to Taxes, request any ruling with respect to Taxes or extend or waive the statute of limitations with respect to any Tax; (v) make a material change to any products or any operating or enterprise risk management policies, in each case, except as required by Law or by policies imposed by a Governmental Entity; (w) make any filing with any Governmental Entity relating to the withdrawal or surrender of any Permit held by any Acquired Company or the withdrawal by any of the Acquired Companies from any lines of business; (x) seek approval from the applicable Governmental Entity for the use of any accounting practices in connection with the SAP Financial Statements that depart from the accounting practices prescribed or permitted by applicable insurance Laws of the applicable domiciliary jurisdiction; (y) reduce or strengthen any reserves, provisions for losses, or other liability amounts in respect of Insurance Contracts or Reinsurance Agreements other than (i) in compliance with the underwriting, claims administration, investment, reserving, loss control, policy retention or conservation or financial accounting policies, practices or principles of the Acquired Company SubsidiariesCompanies in line with the prudential discretion of management, (ii) in the ordinary course of business or (iii) as may be required by Applicable Law; or (oz) enter into any legally binding commitment with respect to any of the foregoing.

Conduct of Business of the Acquired Companies. Except as contemplated otherwise consented to by Purchaser in writing, or as required or expressly permitted by this Agreement (including or the transactions contemplated by Section 4.8)MOU, as set forth in Section 4.1 of during the Sellers’ Disclosure Letter, any actions related to the Excluded Liabilities or any actions as may be required by or necessary to comply with any Requirements of Law (such exceptions, the “Ordinary Course Exceptions”), period from the date hereof to the Closing Date, Sellers shall will (a) take all steps as may reasonably be required to cause the Acquired Companies and the each Acquired Company Subsidiaries to (i) conduct their its business and operations only in the ordinary and usual course and in a manner consistent with prior practice, including its past practices with respect to claims settlements, (ii) perform in all material respects all of its obligations under all agreements and commitments referred to in Section 3.1.8, (iii) maintain, keep and preserve its assets and properties in good condition and repair ordinary wear and tear excepted, and maintain insurance thereon in accordance with its past practices and (iv) inform promptly Purchaser of any material adverse change in the ordinary course. Without business, operations, assets or financial condition, of such Acquired Company, and (b) without limiting the generality of the foregoing, from the date hereof take all steps as may reasonably be required to the Closing Date, except for the Ordinary Course Exceptions, Sellers shall not permit any cause such Acquired Company or Acquired Company Subsidiary not to take any of the following actions, without the prior consent of Buyer, which consent shall not be unreasonably withheld, delayed or conditioned: (a) (i) declareissue any insurance policy or enter into any reinsurance agreement or commit to issue any insurance policy or to enter into any reinsurance agreement, set aside (ii) issue, sell or pay any dividends onpledge, or make any other distributions (whether in cashauthorize or propose the issuance, stock sale or property) in respect pledge of, the outstanding (A) additional shares of capital stock of any Acquired Company class, or Acquired Company Subsidiary securities convertible into any such shares, or any rights, warrants or options to acquire any such shares or other convertible securities or (other than the declaration or payment of any dividend or distributions to an Acquired Company or Acquired Company Subsidiary); (iiB) split, combine or reclassify any of its outstanding capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its outstanding capital stock; or on the date hereof, (iii) purchase, redeem declare or otherwise acquire set aside any shares of outstanding capital stock of any Acquired Company dividend or Acquired Company Subsidiary or any rights, warrants or options to acquire any such shares; (b) issue, sell, grant, pledge or otherwise encumber other distribution on any shares of its capital stock, (iv) authorize, recommend or propose or enter into an agreement with respect to, any other merger, consolidation or business combination, any acquisition of its voting a material amount of assets or securities or any securities convertible into, change in its capitalization (except that Sellers may seek to liquidate or any rights, warrants or options merge into AARe The 1792 Company prior to acquire, any such shares, voting securities or convertible securities; (c) amend its articles of incorporation, by-laws or other comparable organizational documents; (d) (i) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or assets comprising a business or any material amount of property or assets in or of any other Person (other than acquisitions of property or assets that would not comprise part of the Acquired Companies or the Acquired Company Subsidiaries as of the Closing) or (ii) dispose, transfer or lease any material property or assets (except for (1) acquisitions or dispositions effected in the ordinary course of business, including acquisitions or dispositions of investments consistent with the respective investment policies of the Acquired Companies or the Acquired Company Subsidiaries, and (2) dispositions made to provide funds to pay the dividends and distributions contemplated by Section 4.8(a)); (e) mortgage, pledge or subject to any Lien (other than Permitted Liens) any of its material assets, except in the ordinary course of business; (f) sell, lease, license or otherwise dispose of any material assets (other than investments), except in the ordinary course of business; (gv) (i) incur any indebtedness for borrowed money or guarantee or otherwise become responsible for any such indebtedness of another Person, except in the ordinary course of business, or (ii) make any loans, advances or capital contributions to, or investments in, any other Person, other than to an Acquired Company or Acquired Company Subsidiary in the ordinary course of business and other than in connection with transactions consistent with the Investment Guidelines; (h) enter into, amend in any material respect or terminate or non-renew any Applicable Contract, except in the ordinary course of business, or enter into any contract that is not terminable without material penalty on ninety (90) days’ or less notice; (i) make any change in the accounting or actuarial standards from those used to prepare the SAP Statements and the GAAP Financial Statements or any material change in the financial, marketing, underwriting, pricing, claims, and risk retention methods or practices or investment principles employed by one or more of the Acquired Companies or the Acquired Company Subsidiaries, except insofar as may have been required by a change in applicable accounting principles; (j) make any capital expenditures in excess of $750,000 in the aggregate; (k) adopt or amend any Employee Benefit Plan (or any plan that would be an Employee Benefit Plan if adopted) that would result in a material increase in the liability of the Acquired Companies and the Acquired Company Subsidiaries or enter into propose or adopt any collective bargaining agreement covering any Employee; amendments to its charter or by-laws, (ivi) grant to any officer or Employee any increase in compensation or benefits, except for ad hoc increases in the ordinary course of business, or (ii) except for distributions and payments pursuant to Section 4.8(f), make any bonus, pension, retirement or profit sharing distribution or payment of any kind, except in the ordinary course of business consistent with past practices, increase the amount payable by such Acquired Company with respect to the wages, compensation or in accordance with existing agreements other benefits payable or Employee Benefit Plans; (m) settle to become payable to any claim, action or proceeding (other than any claim, action or proceeding under any insurance contracts or any settlement for money damages employees of any of the Excluded Liabilities) if such settlement requires a payment by the Acquired Companies and the Acquired Company Subsidiaries, in the aggregate, of an amount in excess of $500,000; (n) cancel or forgive without fair consideration any material debts or claims of the Acquired Companies or of the Sellers or their respective Affiliates performing administrative services for such Acquired Company Subsidiaries; or (o) enter into any legally binding commitment with respect to the Operations, or amend, revise or otherwise modify any Benefit Plan, (vii) make any material change in any method of accounting or accounting principles, procedures and practices or in its manner of keeping its books, accounts, or records, (viii) amend a Return in any material way or settle any material audit or proceeding or conduct the Tax affairs of any Acquired Company other than in the ordinary and usual course of business and in a manner consistent with prior practice, but only to the extent that any such action would have a material adverse effect on the Purchaser or a Material Adverse Effect for any period or portion thereof beginning after the Closing Date or (ix) agree to take any of the foregoingforegoing actions or take or omit to take any action which would make any representation or warranty in Article III untrue or incorrect in any material respect (or in all respects in the case of any representation or warranty containing any materiality qualification of any kind) at and as of the Closing Date (other than a representation or warranty that is made only as of a date other than the Closing Date). Nothing in this Section 5.1 or otherwise in this Agreement shall operate so as to prevent the Sellers at any time prior to the Closing from procuring that BRUK and/or its directors and/or any other Persons take such steps pursuant to or in connection with Sections 155 et seq of the UK Companies Xxx 0000 as the Sellers may consider necessary or appropriate in connection with the entry by BRUK into the BRUK Assignment Agreement.

Conduct of Business of the Acquired Companies. Except as contemplated or permitted by (a) During the period commencing on the date hereof and ending on the earlier of the termination of this Agreement in accordance with its terms and the Closing Date (including the transactions contemplated by Section 4.8“Pre-Closing Period”), except (i) as otherwise contemplated hereby, (ii) as set forth in Section 4.1 the Seller Disclosure Schedules, (iii) as required by any Law applicable to Sellers, any Acquired Company, the JV or the assets or operation of the business of Sellers’ Disclosure Letter, any actions related to the Excluded Liabilities or any actions as may be required by or necessary to comply with any Requirements of Law (such exceptions, the “Ordinary Course Exceptions”), from the date hereof to the Closing Date, Sellers shall cause the Acquired Companies and the Acquired Company Subsidiaries to conduct their business in all material respects in the ordinary course. Without limiting the foregoing, from the date hereof to the Closing Date, except for the Ordinary Course Exceptions, Sellers shall not permit any Acquired Company or the JV or any Contract to which an Acquired Company Subsidiary to take is party or by which any of the following actionsAcquired Companies’ or the JV’s assets or properties are bound, without (iv) as set forth in the prior consent of BuyerRestructuring Plan as in effect on the date hereof, or (v) consented to by Buyer (which consent shall not be unreasonably withheld, delayed conditioned or conditioned:delayed, and provided that the failure of Buyer to respond to such a request for consent within five (5) Business Days thereafter shall be deemed to constitute consent), Sellers shall cause the Acquired Companies to use commercially reasonable efforts to operate the Acquired Companies’ business in the ordinary course of business. (ab) Without limiting the generality of the foregoing Section 5.1(a), during the Pre-Closing Period, except as (i) declareotherwise contemplated hereby, (ii) set aside or pay forth in the Seller Disclosure Schedules, (iii) required by any dividends onLaw applicable to Sellers, any Acquired Company, or make any other distributions (whether in cashthe assets, stock or property) in respect ofoperation of the business, the outstanding capital stock of Sellers, any Acquired Company or Acquired Company Subsidiary (other than the declaration JV, or payment of any dividend or distributions Contract to which an Acquired Company or Acquired Company Subsidiary); (ii) split, combine the JV is party or reclassify by which any of its outstanding capital stock the Acquired Companies’ or issue the JV’s assets or authorize properties are bound, or (iv) as set forth in the issuance Restructuring Plan as in effect on the date hereof, Sellers shall cause the Acquired Companies not to take any of the following actions without the prior consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed, and provided that the failure of Buyer to respond to such a request for consent within five (5) Business Days thereafter shall be deemed to constitute consent): (i) make any other securities in respect ofmaterial amendment to the Organizational Documents of the Acquired Companies or consent to, in lieu approve of or in substitution for shares agree to any amendment to the Organizational Documents of its outstanding capital stock; or (iii) purchase, redeem or otherwise acquire any shares of outstanding capital stock of any Acquired Company or Acquired Company Subsidiary or any rights, warrants or options to acquire any such sharesthe JV; (bii) issue, sell, grant, pledge or otherwise encumber dispose of or grant or suffer to exist any shares Encumbrance with respect to any of its the Acquired Companies’ capital stock, any other of its voting securities stock or any securities convertible intoequity interests, or grant any rightsoptions, warrants or options other rights to acquire, acquire any such sharescapital stock or equity or other interest or any instrument convertible into or exchangeable or exercisable for any such capital stock or other interest (or, voting securities in the case of the JV, consent to, approve of or convertible securitiesagree to any such actions with respect to the JV’s equity interests); (ciii) amend its articles adopt any plan of incorporation, by-laws or other comparable organizational documents; (d) (i) acquire (by merger, consolidation, acquisition reorganization, liquidation or dissolution or file a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against any Acquired Companies (or, in the case of the JV, consent to, approve of or agree to any such action) under any similar Law; (iv) create any Subsidiary of an Acquired Company; (v) (A) declare, accrue, set aside or pay any non-cash dividend or make any other non-cash distribution on or in respect of any of the Acquired Companies’ capital stock or assets or otherwise) any corporation, partnership equity interests or other business organization or assets comprising a business or any material amount of property or assets in or of any other Person securities (other than acquisitions to an Acquired Company) or (B) redeem, repurchase or otherwise reacquire, split, combine or reclassify any capital stock or equity interests of property any Acquired Company or assets that otherwise change the capital structure of any Acquired Company; (vi) make any material changes in any accounting methods, principles or practices except as required by Local GAAP or as disclosed in the notes to any of the Financial Statements, or except (i) as required by applicable Law or the published interpretation or enforcement thereof or as is consistent with past practice, or (ii) to the extent such action would not comprise part have a material effect on the tax position of the Acquired Companies in the hands of the Buyer, make or rescind any material Tax election, change any material Tax method, file any amended Tax Return that is material, or settle or compromise any material U.S. federal, state, or foreign income Tax liability in excess of any reserve therefor reflected in the Acquired 2014 Net Asset Statement; (vii) except as required pursuant to the Company Subsidiaries Benefit Plans in effect as of the Closingdate hereof or as otherwise required by Law, (A) establish, adopt, enter into or amend or terminate any Company Benefit Plan (or arrangement that would be a Company Benefit Plan were it effective as of the date hereof) or (iiB) disposeenter into any new, transfer or lease amend any material property or assets existing, collective bargaining agreement; (viii) except for (1) acquisitions or dispositions effected in the ordinary course of business, including acquisitions (A) accelerate, terminate, cancel, renew, amend, grant a waiver under or dispositions otherwise modify any Material Contract in any material respect or (B) enter into any Contract that would constitute a Material Contract if in effect as of investments consistent with the respective investment policies date hereof; (ix) incur, assume or guarantee any indebtedness for borrowed money other than (A) in an amount not exceeding $1,000,000 individually or $5,000,000 in the aggregate, or (B) indebtedness that will be repaid prior to or on the Closing Date; or make any loans or advances to any other Person, other than routine advances to employees in the ordinary course of the business; (x) except in the ordinary course of business, grant or suffer to exist any material Encumbrance, other than any Permitted Encumbrances, on any properties or assets, tangible or intangible, of the Acquired Companies (or, in the case of the JV, consent to, approve of or the Acquired Company Subsidiaries, and (2) dispositions made agree to provide funds to pay the dividends and distributions contemplated by Section 4.8(a)any such action); (exi) mortgagesell, pledge lease, pledge, assign or subject to any Lien (other than Permitted Liens) otherwise dispose of any of its the material assets, properties or rights of any Acquired Company (or, in the case of the JV, consent to, approve of or agree to any such action) except (A) pursuant to existing Contracts or (B) in the ordinary course of business; (fxii) sellpurchase or acquire, leasedirectly or indirectly (including by merger, license consolidation, or otherwise dispose acquisition of stock or assets or any other business combination), any corporation, partnership, other business organization or division thereof; (xiii) settle any Legal Proceeding where such settlement would impose any material restrictions or limitations upon the operations or business of the Acquired Companies (or, in the case of the JV, consent to, approve of or agree to any such action) following the Closing; or (xiv) not materially increase or materially enhance the compensation or benefits of any material assets (Company Employee other than investments), except in the ordinary course of the business, as required by applicable Law or pursuant to the terms of any Contract or Company Benefit Plans in effect on the date hereof; (gxv) (i) incur not write-off as uncollectible any indebtedness for borrowed money material notes or guarantee or otherwise become responsible for any such indebtedness material accounts receivable of another Personthe business of the Acquired Companies, except write-offs in the ordinary course of business, or (ii) make any loans, advances or capital contributions to, or investments in, any other Person, other than to an Acquired Company or Acquired Company Subsidiary in the ordinary course of business and other than any write-off of such notes and accounts receivable that are fully reserved for in connection with transactions a manner consistent with the Investment Guidelinespolicies and principles set forth on Exhibit E; (hxvi) enter into, amend agree in writing to take any material respect or terminate or non-renew any Applicable Contract, except of the actions in the ordinary course of business, or enter into any contract that is not terminable without material penalty on ninety (90) days’ or less notice; foregoing clauses (i) make any change through (xv). (c) Except as specifically set forth herein, nothing contained in this Agreement shall give Buyer, directly or indirectly, the accounting right to control or actuarial standards from those used to prepare direct the SAP Statements business and the GAAP Financial Statements or any material change in the financial, marketing, underwriting, pricing, claims, and risk retention methods or practices or investment principles employed by one or more operations of the Acquired Companies or prior to the Closing. Prior to the Closing, Sellers and the Acquired Company SubsidiariesCompanies shall exercise, except insofar as may have been required by a change in applicable accounting principles; (j) make any capital expenditures in excess consistent with the terms and conditions of $750,000 in this Agreement, complete control and supervision over the aggregate; (k) adopt or amend any Employee Benefit Plan (or any plan that would be an Employee Benefit Plan if adopted) that would result in a material increase in the liability business and operations of the Acquired Companies and the Acquired Company Subsidiaries or enter into or adopt any collective bargaining agreement covering any Employee; (i) grant to any officer or Employee any increase in compensation or benefits, except for ad hoc increases in the ordinary course of business, or (ii) except for distributions and payments pursuant to Section 4.8(f), make any bonus, pension, retirement or profit sharing distribution or payment of any kind, except in the ordinary course of business or in accordance with existing agreements or Employee Benefit Plans; (m) settle any claim, action or proceeding (other than any claim, action or proceeding under any insurance contracts or any settlement for money damages of any of the Excluded Liabilities) if such settlement requires a payment by the Acquired Companies and the Acquired Company Subsidiaries, in the aggregate, of an amount in excess of $500,000; (n) cancel or forgive without fair consideration any material debts or claims of the Acquired Companies or the Acquired Company Subsidiaries; or (o) enter into any legally binding commitment with respect to any of the foregoingCompanies.