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

Conduct of Business of the Companies. (a) Except as contemplated or permitted by this Agreement, as required by Applicable Law, as set forth in Section 4.1 of the Disclosure Schedule or as Buyer otherwise consents in advance (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Closing Date, Seller shall cause the Companies to carry on the Business only in the ordinary course of business consistent with past practice and to use commercially reasonable efforts to maintain the current business relationships and goodwill of the Business with Governmental Entities and GSEs (if any), employees and third Persons. Without limiting the generality of the foregoing, from the date of this Agreement to the Closing Date, except as contemplated or permitted by this Agreement, as required by Applicable Law or as set forth in Section 4.1 of the Disclosure Schedule, Seller shall not permit the Companies, without the prior consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), to: (i) (A) amend, assign, transfer or waive any rights under any Material Contract, (B) enter into or, other than pursuant to its current terms, extend or terminate any Material Contract outside the ordinary course of business consistent with past practice; (ii) acquire, dispose of or transfer any asset of the Companies with a value in excess of $100,000 in the aggregate; (iii) (A) split, combine or reclassify any of the Companies’ outstanding Shares, capital stock or equity securities or issue or authorize the issuance of any other stock or securities in respect of, in lieu of or in substitution for Shares, shares or other interests representing any of the Companies’ outstanding equity interests, capital stock or equity securities, (B) whether directly or indirectly, purchase, redeem or otherwise acquire any shares or other interests representing outstanding Shares, equity interests, capital stock or equity securities of the Companies or any rights, warrants or options to acquire any such shares or interests or (C) amend the Organizational Documents, or adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, of any of the Companies; (iv) issue, sell, grant, pledge or otherwise encumber any shares or other interests representing the capital stock of or equity interests in the Companies, any other voting securities or interests or any securities convertible into or exchangeable for any such shares or interests, or issue, sell, grant or enter into any subscription, warrant, option, conversion or other right, agreement, commitment, arrangement or understanding of any kind, contingent or otherwise, to purchase or otherwise acquire any such shares or interests in any Company, or any securities convertible into or exchangeable for any such shares or interests; (v) acquire (by merger, consolidation, acquisition of stock or assets, reinsurance or otherwise) any other Person or substantially all the business or assets or any division of any other Person; (vi) (A) increase the compensation (including bonuses) payable or benefits provided on or after the date hereof to any Employee, except as required by any Benefit Plans in effect on the date hereof or Applicable Law, (B) establish or adopt any employment, severance, retention, change in control, deferred compensation, bonus, equity, pension or other compensation or benefit plan or arrangement which, upon its establishment or adoption, would constitute a Benefit Plan, (C) terminate or amend any Benefit Plan, (D) accelerate the vesting or payment of, or fund or in any other way secure payment of compensation or benefits under any Benefit Plan except as required by such Benefit Plan or Applicable Law, (E) hire, engage, promote or terminate any Employee (or any individual who, if hired or engaged, would constitute an Employee) (other than any termination of an Employee for cause as defined in the employment agreement of such Employee in effect as of the date hereof), or (F) enter into a collective bargaining or similar agreement; (vii) make any material change in the accounting policies, practices or principles of the Companies, in each case except as may be required by GAAP or Applicable Law; (viii) make or authorize any capital expenditures that have not been disclosed to Buyer prior to the date of this Agreement, and that are, in the aggregate, in excess of $50,000; (ix) other than intercompany payables incurred in the ordinary course of business consistent with past practice, incur, assume or guarantee any indebtedness for borrowed money or guarantee the obligations of another Person, in the aggregate no more than $50,000; (x) make any loans, advances or capital contributions to, or investments in, any other Person, other than (i) trade accounts receivable and (ii) loans and advances to Employees in the ordinary course of business consistent with past practice; (xi) enter into any settlement with respect to any Action or Governmental Order applicable to any Transferred Company (except for claims under policies or contracts of insurance or reinsurance in the ordinary course of business consistent with past practice), unless such settlement contemplates only the payment of an amount of money not exceeding $25,000 without ongoing material limits on the conduct or operations of the Business; (xii) abandon, modify, waive, terminate or allow to lapse any material Permit of any Transferred Company to the extent relating to the Business; (xiii) enter into any Contracts between Seller and its Affiliates (other than the Transferred Companies), on the one hand, and any of the Transferred Companies, on the other hand; (xiv) make, change or revoke any election related to Taxes, settle or compromise any Tax liability (other than settlements or compromises of Tax liabilities in the ordinary course of business) or surrender any right to claim a Tax refund, offset or other reduction in Tax liability, enter into any closing agreement related to Tax (other than in the ordinary course of business consistent with past practice), file or amend any Tax Return (but excluding any Consolidated Tax Return), consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, or change any taxable period or any Tax accounting method; or (xv) enter into a Contract to take any of the foregoing actions.

Conduct of Business of the Companies. (a) Except as expressly contemplated or permitted by this Agreement, as required by Applicable Law, as set forth in Section 4.1 5.1(a) of the Seller Disclosure Schedule or as Buyer otherwise consents in advance (which consent shall not be unreasonably withheld, conditioned or delayed)advance, from the date of this Agreement to the Closing Date, Seller shall cause the Companies to carry on the Business their businesses only in the ordinary course of business consistent with past practice and and, to the extent consistent therewith, use commercially reasonable best efforts to maintain preserve intact the sales volume of its current business organizations and preserve the goodwill of, and maintain its material relationships with, third parties (including Producers, insureds, suppliers, vendors, service providers, regulators and goodwill of the Business others having business dealings with Governmental Entities them) and GSEs (if any), employees and third Personsemployees. Without limiting the generality of the foregoing, from the date of this Agreement to the Closing Date, except as expressly contemplated or permitted by this Agreement, as required by Applicable Law Agreement or as set forth in Section 4.1 5.1(a) of the Seller Disclosure Schedule, Seller shall not with respect to either Company, and Seller shall not permit the Companieseither Company, without the prior consent of Buyer (which consent shall not be unreasonably withheld, conditioned withheld or delayed), to: (i) (A) enter into, amend, assign, transfer or waive any rights under any Material Contract, (B) enter into or, other than pursuant to its current terms, extend or terminate any Material Contract outside (or any agreement that if entered into as of the date hereof would be a Contract) other than in the ordinary course of business consistent with past practice; (ii) enter into any assumed or ceded reinsurance contract or, amend, effect or consent to a termination under, or waive compliance with any provision under, any Reinsurance Contract other than in the ordinary course of business consistent with past practice; (iii) other than in connection with the disposition or transfer of Investment Assets in accordance with the Investment Guidelines in the ordinary course of business, acquire, dispose of or transfer any material asset of the Companies with such Company or that is or would be a value in excess of $100,000 in the aggregatematerial Company Business Asset; (iiiiv) (A) split, combine or reclassify any of the Companies’ such Company's outstanding Shares, capital stock or equity securities or issue or authorize the issuance of any other stock or securities in respect of, in lieu of or in substitution for Shares, shares or other interests representing any of the Companies’ such Company's outstanding equity interests, capital stock or equity securities, (B) whether directly or indirectly, purchase, redeem or otherwise acquire any shares or other interests representing outstanding Shares, equity interests, capital stock or equity securities of the Companies such Company or any rights, warrants or options to acquire any such shares or interests or (C) amend the Organizational DocumentsDocuments of such Company, or adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, of any of the Companiessuch Company; (ivv) issue, sell, grant, pledge pledge, grant any option, warrant or right to purchase or subscribe to, enter into any arrangement or contract with respect to the issuance of, or otherwise encumber any shares or other interests representing the capital stock of or equity interests in the Companiessuch Company, any other voting securities or interests or any securities convertible into or exchangeable for any such shares or interests, or issue, sell, grant or enter into any subscription, warrant, option, conversion or other right, agreement, commitment, arrangement or understanding of any kind, contingent or otherwise, to purchase or otherwise acquire acquire, any such shares or interests in any Companyinterests, or any securities convertible into or exchangeable for any such shares or interests; (vvi) acquire (by merger, consolidation, acquisition of stock or assets, reinsurance assets or otherwise) any other Person or substantially all the business or assets or any division of any other Person; (vivii) (A) promise, grant or agree to increase the compensation (including bonuses) payable or benefits provided on of any Company Employee other than in the ordinary course of business consistent with past practice, including making any grant or after award of equity compensation, or accelerate the date hereof to vesting of any Employeecompensation or benefit, except other than in the ordinary course of business consistent with past practice, as required by any Benefit Plans in effect on the date hereof or Applicable Law, (B) establish or adopt any employment, severance, retention, change in control, deferred compensation, bonus, equity, pension or other compensation or benefit plan or arrangement which, upon its establishment or adoption, would constitute a Benefit Plan, (C) terminate or amend any Benefit Plan, (D) accelerate the vesting or payment of, or fund or in any other way secure payment of compensation or benefits under any Employee Benefit Plan except as required by such Benefit Plan or Applicable Law, (E) hire, engage, promote or terminate any Employee (or any individual who, if hired or engaged, would constitute an Employee) (other than any termination of an Employee for cause as defined in the employment agreement of such Employee in effect in-force as of the date hereof), or (F) enter into a collective bargaining or similar agreementas specifically provided for in this Agreement; (viiviii) hire any new employee who would be a Company Employee or would replace a Company Employee, except as a non-exempt employee (as determined in accordance with the provisions of Section 13 of the Fair Labor Standards Act and applicable regulations) or in the ordinary course of business consistent with past practice (and Buyer shall be provided reasonable notice thereof); (ix) establish, amend or modify any Company Benefit Plan with respect to Company Employees, other than as required to comply with a change in Applicable Law or as required to consummate the transactions contemplated by the Transaction Agreements; (x) terminate any Company Employee, except in the ordinary course of business consistent with past practice; (xi) make or determine to make any material addition or reduction to its Reserves, make any material change in the accounting accounting, sales, marketing, policy cancellation, actuarial, investment, Producer compensation, reserving, underwriting, reinsurance or claims administration principles, policies, practices or principles of the Companiesprocedures, in each case except as may be required by GAAP GAAP, SAP or Applicable Law; (viiixii) enter into any new line of business or launch, market, issue or agree to issue any new products other than in the ordinary course of business consistent with past practice or make material modifications or additions to the terms and conditions of the Insurance Contracts; (xiii) voluntarily abandon any material Permit, except to the extent required in order to comply with Applicable Law, or voluntarily terminate, fail to renew or permit to lapse any material Permit; (xiv) make or authorize any capital expenditures that have not been disclosed to Buyer prior to the date of this Agreement, and that are, in the aggregate, in excess of $50,000100,000; (ixxv) other than intercompany payables incurred in the ordinary course of business consistent with past practice, incur, assume or guarantee any indebtedness for borrowed money or guarantee the obligations of another Person, in the aggregate no more than $50,000; (xxvi) acquire any real property or any direct or indirect interest in any real property; (xvii) other than in connection with the management of Investment Assets, make any loans, (a) loans except loans issued pursuant to the terms of a Life Insurance Contract or (b) advances or capital contributions to, or investments in, any other Person, other than (i) trade accounts receivable and (ii) loans and advances to Employees Producers in the ordinary course of business consistent with past practice; (xixviii) enter into acquire any settlement Investment Assets, or dispose or transfer any Investments Assets, in each case in a manner that is inconsistent with respect to the Investment Guidelines in effect on the date hereof; (xix) pay, settle or compromise any material Action or Governmental Order applicable to any Transferred Company (threatened material Action, except for claims under policies or contracts and certificates of insurance or reinsurance in the ordinary course of business consistent with past practice), unless such settlement contemplates only the payment of an amount of money not exceeding $25,000 without ongoing material limits on the conduct or operations of the Businesswithin applicable policy limits; (xii) abandon, modify, waive, terminate or allow to lapse any material Permit of any Transferred Company to the extent relating to the Business; (xiii) enter into any Contracts between Seller and its Affiliates (other than the Transferred Companies), on the one hand, and any of the Transferred Companies, on the other hand; (xivxx) make, change or revoke any election related to Taxes, settle or compromise any Tax liability (other than settlements or compromises of Tax liabilities in the ordinary course of business) or surrender any right to claim a Tax refund, offset or other reduction in Tax liability, enter into any closing agreement or related agreement or arrangement related to Tax (other than in the ordinary course of business consistent with past practice), file or amend any Tax Return (but excluding any Consolidated Tax Return)Taxes, consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, file any amended Tax Return, surrender any right to claim a refund of Taxes, or adopt or change any taxable period or any Tax accounting or Tax reserving method, in each case if any such election, change, revocation, settlement, compromise, consent, waiver or other action would have the effect of materially increasing the Tax liability of such Company for any period ending after the Closing Date; (xxi) dispose of, permit to lapse, abandon, dedicate to the public domain, waive, release or assign any rights, or settle any claims, or permit the creation of any material Lien with respect to any material Intellectual Property of such Company; (xxii) terminate, cancel or amend, or cause the termination, cancellation or amendment of, any material insurance coverage (and any surety bonds, letters of credit, cash collateral or other deposits related thereto required to be maintained with respect to such coverage) maintained by or for the benefit of such Company that is not replaced with comparable insurance coverage; (xxiii) permit such Company to forgive, cancel or compromise any material debt or claim, or waive or release any right of material value; (xxiv) default on any material indebtedness or fail to pay or satisfy when due any material liability (other than any such liability that is being contested in good faith); or (xvxxv) enter into a Contract binding agreement to take any of the foregoing actions. (b) Notwithstanding the foregoing, at Closing but with effect immediately prior to Closing, Seller shall (i) cause Ozark to distribute to Seller as a special dividend (the “Ozark Special Dividend”) all or a portion of cash and the assets described in Section 5.1(b)(i) of the Seller Disclosure Schedule with a statutory book value as of December 31, 2017 (as reflected in Ozark’s 2017 Annual Statement) equal to $102,703,950 and, if the value of such assets is insufficient for such purposes, all or a portion of the assets described in Section 5.1(b)(ii) of the Seller Disclosure Schedule, as may be required; and (ii) cause X.X.X.xx distribute to Seller as a special dividend (the “N.I.S. Special Dividend”) cash and short-term U.S. Treasury obligations (as reflected in the financial statements for N.I.S. as of such date filed with FINRA) equal to approximately $8,620,000.

Conduct of Business of the Companies. (a) Except as contemplated or permitted by this Agreement, Agreement or as may be required by Applicable applicable Requirements of Law, as set forth in Section 4.1 of the Disclosure Schedule or as Buyer otherwise consents in advance (which consent shall not be unreasonably withheld, conditioned or delayed), from the date Date of this Agreement to the Closing Date, Seller each Company shall, and Sellers shall cause the Companies to carry on the Business only each Company to, (i) conduct its business in all material respects in the Ordinary Course of Business; (ii) use its respective commercially reasonable best efforts to preserve intact its business organization and goodwill and relationships with third parties and its rights and franchises; (iii) not intentionally engage in any practice, take any action, fail to take any action or enter into any transaction or other agreement or arrangement which would reasonably be expected to cause any representation or warranty of Sellers to be untrue in any material respect at any time, or result in a breach of any covenant or obligation made by Sellers in this Agreement; (iv) perform its obligations under the insurance policies written by it and all Company Contracts, in each case in all material respects; and (v) maintain its books and records in the usual, regular and ordinary course of business manner consistent with past practice and to use commercially reasonable efforts to maintain the current business relationships and goodwill of the Business with Governmental Entities and GSEs (if any), employees and third Personspractice. Without limiting the generality of the foregoing, from the date Date of this Agreement to the Closing DateClosing, except as contemplated or permitted by this Agreement, as required by Applicable Law or as set forth in Section 4.1 of the Disclosure Schedule, as contemplated or permitted by this Agreement, neither Company shall, and neither Seller shall not cause or permit either Company to, take any of the Companies, following actions without the prior consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), toBuyer: (a) (i) (A) amend, assign, transfer or waive any rights under any Material Contract, (B) enter into or, other than pursuant with respect to Pre-Closing Dividends up to the amount of the Targeted Pre-Closing Dividends, declare, set aside or pay any dividends on, or make any other distributions (whether in cash, equity or property) in respect of, its current terms, extend or terminate any Material Contract outside the ordinary course of business consistent with past practice; outstanding equity interests; (ii) acquire, dispose of or transfer any asset of the Companies with a value in excess of $100,000 in the aggregate; (iii) (A) split, combine or reclassify any of the Companies’ its outstanding Shares, capital stock or equity securities interests or issue or authorize the issuance of any other stock or securities in respect of, in lieu of or in substitution for Shares, shares or other interests representing any of the Companies’ its outstanding equity interests, capital stock ; or equity securities, (Biii) whether directly or indirectly, purchase, redeem or otherwise acquire any shares or other outstanding equity interests representing outstanding Shares, equity interests, capital stock or equity securities of the Companies it or any rights, warrants or options to acquire any such shares or interests or (C) amend the Organizational Documents, or adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, of any of the Companiesequity; (ivb) issue, sell, grant, pledge or otherwise encumber any shares of its equity interests or other interests representing the capital stock of or equity interests in the Companies, any other voting securities or interests or issue any securities convertible into or exchangeable for any such shares or interests, or issue, sell, grant or enter into any subscription, warrant, option, conversion or other right, agreement, commitment, arrangement or understanding of any kind, contingent or otherwise, to purchase or otherwise acquire any such shares or interests in any Companyinto, or any securities convertible into rights, warrants or exchangeable for options to acquire, any such shares equity interests or interestsother securities or convertible securities; (vc) amend its Constituent Documents; (d) (i) acquire (including by way of bulk reinsurance, merger, consolidation, consolidation or acquisition of stock or assets, reinsurance or otherwise) any Person or any division thereof or material portion of the assets thereof; (ii) enter into any agreement providing for the merger or consolidation of such Company with any other Person Person; (iii) liquidate, dissolve, or wind up, or otherwise dispose of all or substantially all the business of its assets (including by way of bulk reinsurance, whether on an indemnity or assets assumption basis); (iv) consider or adopt of a plan of liquidation, dissolution, rehabilitation, restructuring, recapitalization, re-domestication or other reorganization; or (v) organize any division of any other Personnew company, subsidiary or joint venture, partnership or similar arrangement; (vie) (A) increase the compensation (including bonuses) payable mortgage, pledge or benefits provided on or after the date hereof subject to any EmployeeLien (other than Permitted Liens) any of its properties or assets; (f) sell, lease, license or otherwise dispose of any material property or assets, other than Investment Assets in the Ordinary Course of Business; (g) create, incur, assume or guarantee any indebtedness, obligation or liability for money including, without limitation, the creation of any Lien (except as required by for any Benefit Plans in effect Permitted Liens) on the date hereof all or Applicable Lawany portion of any property or assets of such Company; (h) enter into, (B) establish amend or adopt any employment, severance, retention, change in control, deferred compensation, bonus, equity, pension or other compensation or benefit plan or arrangement which, upon its establishment or adoption, would constitute a Benefit Plan, (C) terminate or amend any Benefit Plan, (D) accelerate the vesting or payment of, or fund or modify in any other way secure payment of compensation or benefits under any Benefit Plan except as required by such Benefit Plan or Applicable Lawmaterial respect, (E) hire, engage, promote or terminate any Employee (or any individual who, if hired or engaged, would constitute an Employee) (other than any termination of an Employee for cause as defined in the employment agreement of such Employee in effect as of the date hereof), or (F) enter into a collective bargaining or similar agreementCompany Contract; (viii) make any change in its financial or statutory accounting methods, principles or practices used by it materially affecting its properties, assets or liabilities, except insofar as may be required by a change in applicable Requirements of Law or applicable SAP; (j) make any payment, accrual or commitment for capital expenditures; (k) make material change in the business, condition, operations, properties, assets or liabilities of such Company; (l) suffer or permit to suffer any damage, destruction or other loss of any material asset or property of such Company (whether or not covered by insurance); (m) make any material change in the underwriting, reinsurance, marketing, pricing, claim adjustment, claim processing, claim payment, reserving, financial or accounting policiesmethods, practices or principles policies of the Companiessuch Company, in each case except as may be required by GAAP or Applicable Law; (viii) make or authorize any capital expenditures that have not been disclosed to Buyer prior to the date of this Agreement, and that are, in the aggregate, in excess Ordinary Course of $50,000; (ix) other than intercompany payables incurred in the ordinary course of business consistent with past practice, incur, assume or guarantee any indebtedness for borrowed money or guarantee the obligations of another Person, in the aggregate no more than $50,000; (x) make any loans, advances or capital contributions to, or investments in, any other Person, other than (i) trade accounts receivable and (ii) loans and advances to Employees in the ordinary course of business consistent with past practice; (xi) enter into any settlement with respect to any Action or Governmental Order applicable to any Transferred Company (except for claims under policies or contracts of insurance or reinsurance in the ordinary course of business consistent with past practice), unless such settlement contemplates only the payment of an amount of money not exceeding $25,000 without ongoing material limits on the conduct or operations of the Business; (xiin) abandon(i) make any loan, modifyadvance or capital contribution to any Person, waive, terminate or allow to lapse any material Permit of any Transferred Company to the extent relating to the Business; (xiiiii) enter into any Contracts between Seller and its Affiliates (other than the Transferred Companies), on the one hand, and any of the Transferred Companies, on the other hand; (xiv) make, change or revoke any election related to Taxes, settle or compromise any Tax liability (other than settlements or compromises of Tax liabilities in the ordinary course of business) or surrender any right to claim a Tax refund, offset or other reduction in Tax liability, enter into any closing agreement related to Tax (other than in the ordinary course Ordinary Course of business consistent Business in connection with past practice)the management of Investment Assets, file invest in any Person (o) pay, discharge, settle or amend satisfy any Tax Return material claims, Liens, liabilities or obligations (but excluding absolute, accrued, asserted or unasserted, contingent or otherwise) or waive any Consolidated Tax Return)right, consent to any extension or waiver in each case, other than policy claims in the Ordinary Course of the limitations period applicable to any Tax claim or assessment, or change any taxable period or any Tax accounting method; or (xv) enter into a Contract to take any of the foregoing actions.Business;

Conduct of Business of the Companies. (a) Except as contemplated or expressly permitted by this Agreement, as otherwise set forth on Schedule 7.1 or as required by Applicable Lawapplicable Legal Requirements, as set forth in Section 4.1 judgment or decree of any Governmental Authority or stock exchange regulations, during the Disclosure Schedule or as Buyer otherwise consents in advance (which consent shall not be unreasonably withheld, conditioned or delayed), period from the date of this Agreement to the earlier of the Closing DateDate and the termination of this Agreement in accordance with ARTICLE 10, Seller the Companies shall, and shall cause the Companies to carry on the Business only Company Subsidiaries to, conduct their respective business and operations in the ordinary course of business consistent with past practice practices, and to use commercially reasonable efforts to maintain the current business relationships and goodwill of the Business relationships, consistent with Governmental Entities and GSEs (if any)past practices, with customers, suppliers, distributors, employees and third Persons. Without limiting other Persons having material dealings with the generality Companies and the Company Subsidiaries in respect of the foregoingBusiness, including Governmental Authorities. (b) Except as expressly permitted by this Agreement, as otherwise set forth on Schedule 7.1 or as required by applicable Legal Requirements, judgment or decree of any Governmental Authority or stock exchange regulations, during the period from the date of this Agreement to the Closing Date, except as contemplated or permitted by this Agreement, as required by Applicable Law or as set forth in Section 4.1 earlier of the Disclosure ScheduleClosing Date and the termination of this Agreement in accordance with ARTICLE 10, Seller the Companies shall not, and shall cause the Company Subsidiaries not permit to (and, to the Companiesextent within their control, the Companies shall cause the Specified Entities not to), undertake any of the actions listed in below in clauses (i) through (xv) of this Section 7.1(b) without the prior written consent of the Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), to:. (i) (A) amend, assign, transfer 1. adopt any amendment to the constituent documents of any Company or waive any rights under Company Subsidiary; 2. make any Material Contract, (B) capital expenditure or enter into orany contract or commitment therefor, other than pursuant capital expenditures or commitments for capital expenditures referred to its current terms, extend in the applicable budget contained in Schedule 7.1(b)(ii) or terminate any Material Contract outside the ordinary course of business consistent with past practice; (ii) acquire, dispose of or transfer any asset of the Companies with a value otherwise not in excess of $100,000 25,000 individually or $250,000 in the aggregate; (iii) (A) split3. acquire, combine or reclassify any of the Companies’ outstanding Shares, capital stock or equity securities or issue or authorize the issuance of any other stock or securities in respect of, in lieu of or in substitution for Shares, shares or other interests representing any of the Companies’ outstanding equity interests, capital stock or equity securities, (B) whether directly or indirectly, purchase, redeem or otherwise acquire any shares or other interests representing outstanding Shares, equity interests, capital stock or equity securities of the Companies or any rights, warrants or options to acquire any such shares or interests or (C) amend the Organizational Documents, or adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, of any of the Companies; (iv) issue, sell, grant, pledge or otherwise encumber any shares or other interests representing the capital stock of or equity interests in the Companies, any other voting securities or interests or any securities convertible into or exchangeable for any such shares or interests, or issue, sell, grant or enter into any subscriptioncontract to acquire, warrant, option, conversion or other right, agreement, commitment, arrangement or understanding of any kind, contingent or otherwise, to purchase or otherwise acquire any such shares or interests in any Companyreal property; 4. make, or enter into any securities convertible into binding agreement to make, any non-cash distribution or exchangeable for any such shares or interests; (v) acquire (by merger, consolidation, acquisition dividend of stock or assets, reinsurance or otherwise) any other Person or substantially all the business or assets or any division of any other Person; (vi) (A) increase the compensation (including bonuses) payable or benefits provided on or after the date hereof to any Employee, except as required by any Benefit Plans in effect on the date hereof or Applicable Law, (B) establish or adopt any employment, severance, retention, change in control, deferred compensation, bonus, equity, pension or other compensation or benefit plan or arrangement which, upon its establishment or adoption, would constitute a Benefit Plan, (C) terminate or amend any Benefit Plan, (D) accelerate the vesting or payment of, or fund or in any other way secure payment of compensation or benefits under any Benefit Plan except as required by such Benefit Plan or Applicable Law, (E) hire, engage, promote or terminate any Employee (or any individual who, if hired or engaged, would constitute an Employee) (other than any termination Excluded Asset) to any of an Employee for cause as defined in the employment agreement of such Employee in effect as of the date hereof), or (F) enter into a collective bargaining or similar agreementits Affiliates; (vii) make any material change in the accounting policies, practices or principles of the Companies, in each case except as may be required by GAAP or Applicable Law; (viii) make or authorize any capital expenditures that have not been disclosed to Buyer prior to the date of this Agreement, and that are, in the aggregate, in excess of $50,000; (ix) other than intercompany payables incurred in the ordinary course of business consistent with past practice, incur, assume or guarantee any indebtedness for borrowed money or guarantee the obligations of another Person, in the aggregate no more than $50,000; (x) make any loans, advances or capital contributions to, or investments in, any other Person, other than (i) trade accounts receivable and (ii) loans and advances to Employees in the ordinary course of business consistent with past practice; (xi) enter into any settlement with respect to any Action or Governmental Order applicable to any Transferred Company (except for claims under policies or contracts of insurance or reinsurance in the ordinary course of business consistent with past practice), unless such settlement contemplates only the payment of an amount of money not exceeding $25,000 without ongoing material limits on the conduct or operations of the Business; (xii) abandon, modify, waive, terminate or allow to lapse any material Permit of any Transferred Company to the extent relating to the Business; (xiii) enter into any Contracts between Seller and its Affiliates (other than the Transferred Companies), on the one hand, and any of the Transferred Companies, on the other hand; (xiv) make, change or revoke any election related to Taxes, 5. settle or compromise any Tax liability (other than settlements material claims, actions or compromises of Tax liabilities in the ordinary course of business) legal proceedings pending or surrender any right to claim threatened against a Tax refund, offset or other reduction in Tax liability, enter into any closing agreement related to Tax (other than in the ordinary course of business consistent with past practice), file or amend any Tax Return (but excluding any Consolidated Tax Return), consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, or change any taxable period Company or any Tax accounting method; or (xv) enter into a Contract Company Subsidiary arising from, relating to take or in connection with any current employee of the foregoing actions.any Company, any Company Subsidiary or any Specified Entity;

Conduct of Business of the Companies. (a) Except as contemplated or permitted Conduct of Business by this Agreement, as required by Applicable Law, as set forth in Section 4.1 of the Disclosure Schedule or as Buyer otherwise consents in advance (which consent shall not be unreasonably withheld, conditioned or delayed), Companies. During the period from the date of this Agreement to the Closing DateEffective Time of the Mergers (except as otherwise specifically required by the terms of this Agreement), Seller each of the Companies shall, and shall cause the Companies to its subsidiaries to, act and carry on the Business only their respective businesses in all material respects in the usual, regular and ordinary course of business consistent with past practice and and, to the extent consistent therewith, use commercially its reasonable best efforts to maintain the preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with them to the end that their goodwill and ongoing businesses shall be materially unimpaired at the Effective Time of the Business with Governmental Entities and GSEs (if any), employees and third PersonsMergers. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Closing Date, except as contemplated or permitted by this Agreement, as required by Applicable Law or as set forth in Section 4.1 Effective Time of the Disclosure ScheduleMergers, Seller the Companies shall not, and shall not permit the Companiesany of their subsidiaries to, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), toParent: (i) (Ax) amenddeclare, assignset aside or pay any dividends on, transfer or waive make any rights under other distributions in respect of, any Material Contract, (B) enter into orof its capital stock, other than pursuant dividends and distributions paid by a direct or indirect wholly owned subsidiary of IPC to its current termsparent, extend or terminate any Material Contract outside the ordinary course of business consistent with past practice; (ii) acquire, dispose of or transfer any asset of the Companies with a value in excess of $100,000 in the aggregate; (iii) (Ay) split, combine or reclassify any of the Companies’ outstanding Shares, its capital stock or equity securities or issue or authorize the issuance of any other stock or securities in respect of, in lieu of or in substitution for Sharesshares of its capital stock, shares or other interests representing any of the Companies’ outstanding equity interests, capital stock or equity securities, (Bz) whether directly or indirectly, purchase, redeem or otherwise acquire any shares or other interests representing outstanding Shares, equity interests, of capital stock or equity securities of the Companies or any of their subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or interests or (C) amend the Organizational Documents, or adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, of any of the Companiessecurities; (ivii) authorize for issuance, issue, deliver, sell, granttransfer, pledge or otherwise encumber any shares of its capital stock or other interests representing the capital stock of or equity interests in the Companiesany of its subsidiaries, any other voting securities or interests or any securities convertible into or exercisable or exchangeable for any such shares or interests, or issue, sell, grant or enter into any subscription, warrant, option, conversion or other right, agreement, commitment, arrangement or understanding of any kind, contingent or otherwise, to purchase or otherwise acquire any such shares or interests in any Companyfor, or any securities convertible into rights, warrants, calls, commitments or exchangeable for options to acquire, any such shares, voting securities or convertible securities or any other securities or equity equivalents (including stock appreciation rights) (other than the issuance of IPC Common Stock or IXnet Common Stock upon the exercise of options to purchase shares of such common stock outstanding on the date of this Agreement and in accordance with their present terms); (iii) amend its certificate of incorporation, by-laws or interestsother comparable organizational documents; (iv) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof; (v) acquire (by mergersell, consolidationlease, acquisition license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of stock any of, close or shut down its properties or assets, reinsurance or otherwise) any other Person or substantially all than reasonable sales of inventory in the ordinary course of business or and assets or any division having an aggregate value not in excess of any other Person$500,000; (vi) (Ax) increase incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the compensation (including bonuses) payable Companies or benefits provided on any of their subsidiaries, guarantee any debt securities of another person, enter into any "keep well" or after other agreement to maintain any financial statement condition of another person or enter into any arrangement having the date hereof to economic effect of any Employeeof the foregoing, except as required by any Benefit Plans in effect on the date hereof or Applicable Law, (B) establish or adopt any employment, severance, retention, change in control, deferred compensation, bonus, equity, pension or other compensation or benefit plan or arrangement which, upon its establishment or adoption, would constitute a Benefit Plan, (C) terminate or amend any Benefit Plan, (D) accelerate the vesting or payment of, or fund or in any other way secure payment of compensation or benefits under any Benefit Plan except as required by such Benefit Plan or Applicable Law, (E) hire, engage, promote or terminate any Employee (or any individual who, if hired or engaged, would constitute an Employee) (other than any termination of an Employee for cause as defined in the employment agreement of such Employee in effect as of the date hereof), or (F) enter into a collective bargaining or similar agreement; (vii) make any material change in the accounting policies, practices or principles of the Companies, in each case except as may be required by GAAP or Applicable Law; (viii) make or authorize any capital expenditures that have not been disclosed to Buyer prior to the date of this Agreement, and that are, in the aggregate, in excess of $50,000; (ix) other than intercompany payables short-term borrowings incurred in the ordinary course of business consistent with past practice, incur, assume (y) amend the terms of any outstanding security or guarantee any indebtedness for borrowed money or guarantee the obligations of another Person, in the aggregate no more than $50,000; (xz) make any loans, advances or capital contributions to, or investments in, any other Personperson, other than by a wholly owned subsidiary to its parent or to any direct or indirect wholly owned subsidiary; (ivii) trade accounts receivable and acquire or agree to acquire any assets the value of which, individually or in the aggregate, exceeds $250,000, or make or agree to make any capital expenditures except for capital expenditures set forth in the business plans as capital expenditure budgets of the Companies provided to Parent prior the date hereof; (iiviii) loans and advances to Employees pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), except for the payment, discharge or satisfaction, (x) of liabilities or obligations in the ordinary course of business consistent with past practice, (y) liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes thereto) included in the Recent IPC SEC Documents or (z) other claims, liabilities or obligations in the aggregate in an amount (or having a value in an amount) not in excess of $1,000,000, or waive, release, grant, or transfer any rights of value or modify or change any existing license, lease, contract or other document in any manner that would be material to IPC or enter into any new lease, license or other contract or document; (ix) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (x) enter into any new collective bargaining agreement or any successor collective bargaining agreement to any collective bargaining agreement or amend any existing collective bargaining agreement; (xi) enter into change any settlement with respect to any Action or Governmental Order applicable to any Transferred Company (accounting principle used by it, except for claims under policies such changes as may be required to be implemented following the date of this Agreement pursuant to GAAP or contracts of insurance or reinsurance in the ordinary course of business consistent with past practice), unless such settlement contemplates only the payment of an amount of money not exceeding $25,000 without ongoing material limits on the conduct or operations rules and regulations of the BusinessSEC promulgated following the date hereof; (xii) abandonsettle or compromise any litigation (whether or not commenced prior to the date of this Agreement), modifyother than litigation not in excess of amounts reserved for in the most recent consolidated financial statements of IPC included in the Recent IPC SEC Documents or, waiveif not so reserved for, terminate or allow to lapse in an aggregate amount not in excess of $250,000 (provided in either case such settlement documents do not involve any material Permit non-monetary obligations on the part of any Transferred Company to the extent relating to the BusinessIPC); (xiii) close, shut down or otherwise eliminate any of its facilities; (xiv) enter into any Contracts transaction, agreement, arrangement or understanding, or any related series thereof, between Seller and itself or its Affiliates (other than the Transferred Companies)subsidiaries, on the one hand, and any its affiliates (other than IPC and the wholly-owned (excluding directors' and nominee shares) subsidiaries of the Transferred CompaniesIPC or IXnet), on the other hand; (xivxv) makechange any Tax election, change or revoke any election related annual Tax accounting period, change any method of Tax accounting, file any amended Tax return, enter into any closing agreement relating to Taxesany material Tax, settle any material Tax claim or compromise any Tax liability (other than settlements or compromises of Tax liabilities in the ordinary course of business) or assessment, surrender any right to claim a Tax refund, offset refund or other reduction in Tax liability, enter into any closing agreement related to Tax (other than in the ordinary course of business consistent with past practice), file or amend any Tax Return (but excluding any Consolidated Tax Return), consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment; (xvi) change the composition, fill any vacancies or change any taxable period increase the size of IPC's or any Tax accounting methodIXnet's Board of Directors; or (xvxvii) enter into a Contract authorize any of, or commit or agree to take any of of, the foregoing actions.

Conduct of Business of the Companies. Except (ai) Except as contemplated or permitted by this Agreement, (ii) the prepayment of any Repaid Indebtedness, or (iii) as required by Applicable Law, as otherwise set forth in Section 4.1 7.1 of the Disclosure Schedule or as Buyer otherwise consents in advance (which consent shall not be unreasonably withheldSchedule, conditioned or delayed), during the period from the date of this Agreement to the earlier of the Closing DateDate or the termination of this Agreement in accordance with Article 10, the Companies shall, and Seller shall cause the Companies to carry on and the Business only Fabri-Kal Subsidiaries to, (A) conduct their respective business and operations in the ordinary course of business consistent with past practice and to practice, (B) use their commercially reasonable efforts to maintain and preserve intact the current business of the Companies and the Fabri-Kal Subsidiaries and the relationships and goodwill with each of their current officers, key employees, contractors, customers, distributors and suppliers, and (C) without the Business with Governmental Entities and GSEs prior written consent of Buyer (if anywhich consent shall considered by Buyer in good faith), employees and third Persons. Without without limiting the generality of the foregoing, from the date of this Agreement to the Closing Date, except as contemplated or permitted by this Agreement, as required by Applicable Law or as set forth in Section 4.1 not undertake any of the Disclosure Schedule, Seller shall not permit the Companies, without the prior consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), tofollowing actions: (ia) (A) amendissue, assignsell or pledge, transfer or waive any rights under any Material Contract, (B) enter into or, other than pursuant to its current terms, extend or terminate any Material Contract outside the ordinary course of business consistent with past practice; (ii) acquire, dispose of or transfer any asset of the Companies with a value in excess of $100,000 in the aggregate; (iii) (A) split, combine or reclassify any of the Companies’ outstanding Shares, capital stock or equity securities or issue or authorize or propose the issuance issuance, sale or pledge of any other stock or securities in respect of, in lieu of or in substitution for Sharesadditional membership interests, shares or other interests representing equity securities of any kind of the Companies’ outstanding equity interestsCompanies or any Fabri- Kal Subsidiary, capital stock or securities convertible into or exchangeable for any such equity securities, (B) whether directly or indirectly, purchase, redeem or otherwise acquire any shares or other interests representing outstanding Shares, equity interests, capital stock or equity securities of the Companies or any rights, warrants or options to acquire any such equity securities or other convertible securities of the Companies or any Fabri-Kal Subsidiary; (i) redeem, purchase or otherwise acquire any outstanding equity securities of the Companies or any Fabri-Kal Subsidiary, or any rights, warrants or options to acquire any shares of its capital stock, (ii) split, combine, subdivide, recapitalize or interests reclassify any shares of its capital stock, or (Ciii) amend effect any stock dividend; provided that nothing in this Agreement shall restrict the Organizational DocumentsCompanies or any Fabri-Kal Subsidiary from declaring or paying any cash dividend or making any other cash distribution to Seller or direct or indirect stockholders of Seller prior to the Closing Date, except that the Companies shall not declare or pay any cash dividends or make any other cash distributions from the Reference Time through the Effective Time; (c) except as contemplated by Section 7.8, enter into or modify any Affiliate Contract or other transaction required to be disclosed pursuant to Section 5.20; (d) adopt any material amendment to the Articles of Incorporation or Bylaws (or other comparable organizational documents) of the Companies or any Fabri-Kal Subsidiary, or adopt or enter into a carry out any plan of complete or partial liquidation, liquidation or dissolution, merger, consolidation, restructuring, recapitalization consolidation or other reorganization, of any of the Companiesrecapitalization; (ivi) issuepay any bonus, sell, or grant, pledge increase, or otherwise encumber any shares announce the grant of or increase in, salaries, benefits, severance or termination pay, change in control or transaction payments, retention or stay bonuses, or other interests representing the capital stock of bonuses or equity interests in the Companies, any other voting securities or interests or any securities convertible into or exchangeable for any such shares or interests, or issue, sell, grant or enter into any subscription, warrant, option, conversion or other right, agreement, commitment, arrangement or understanding of any kind, contingent or otherwise, to purchase or otherwise acquire any such shares or interests in any Company, or any securities convertible into or exchangeable for any such shares or interests; (v) acquire (by merger, consolidation, acquisition of stock or assets, reinsurance or otherwise) any other Person or substantially all the business or assets or any division of any other Person; (vi) (A) increase the compensation (including bonuses) payable or benefits provided on or after the date hereof to any Employee, except as required by to any Benefit Plans in effect on the date hereof or Applicable LawCompanies Service Provider, (B) establish or adopt any employment, severance, retention, change in control, deferred compensation, bonus, equity, pension or other compensation or benefit plan or arrangement which, upon its establishment or adoption, would constitute a Benefit Plan, (C) terminate or amend any Benefit Plan, (Dii) accelerate the vesting or payment of, or fund or in any other way otherwise secure the payment of compensation or benefits under any Benefit Companies Plan or otherwise, (iii) extend to or forgive any indebtedness of any Companies Service Provider (except for routine expense and travel advances in the ordinary course of business consistent with past practices), (iv) hire, terminate or promote any Company Service Provider with annual base compensation of $125,000 or more, (v) take any action that would implicate WARN Act obligations or (vi) change actuarial assumptions with respect to any Companies Plan, in each case, other than (x) as required by Law or (y) as required pursuant the terms of any Companies Plan pursuant to the terms existing on the date hereof; (f) negotiate, enter into, amend, terminate or extend any Collective Bargaining Agreement, or any arrangement that would be a Collective Bargaining Agreement if in existence on the date hereof; (g) (i) adopt, establish, enter into, amend, or terminate any Companies Plan, or any employee benefit plan, arrangement or agreement that would be a Companies Plan if in existence on the date hereof, (ii) assign or transfer any such Companies Plan or other plan, or assume or accept the assignment of any such Companies Plan or other plan that is not sponsored by the Companies or any Fabri-Kal Subsidiary or (iii) recognize or certify any labor union, labor organization, or group of employees as the bargaining representative for any employees of the Companies or any Fabri-Kal Subsidiary, in each case, except as required by such Benefit Plan or Applicable Law, (E) hire, engage, promote or terminate any Employee (or any individual who, if hired or engaged, would constitute an Employee) (other than any termination of an Employee for cause as defined in the employment agreement of such Employee in effect as of the date hereof), or (F) enter into a collective bargaining or similar agreement; (vii) make any material change in the accounting policies, practices or principles of the Companies, in each case except as may be required by GAAP or Applicable Law; (viiih) make except for sales of obsolete assets or authorize assets with de minimis or no book value and except for sales of inventory, sell, pledge, lease, assign, convey, transfer or otherwise dispose of, any capital expenditures that have not been disclosed to Buyer prior to the date of this Agreementproperty, and that are, in the aggregate, in excess of $50,000right or assets (whether tangible or intangible); (ixi) make any loans, advances or capital contributions, except advances for travel and other normal business expenses to officers and employees in the ordinary course of business consistent with past practices; (j) materially amend, become subject to, terminate, waive any right under, assign, renew, or fail to renew, any Material Contract (other than intercompany payables incurred (w) bidding for and entering into Contracts with customers or suppliers in the ordinary course of business consistent with past practice, (x) terminations of Contracts as a result of the expiration of the term of such Contracts, and (y) renewals of Contracts in the ordinary course of business consistent with past practice); (k) enter into any lease, sublease, license or occupancy agreement, or terminate or amend any Lease or Third Party Lease; (l) sell, transfer, assign, or otherwise dispose of any Owned Real Property; (m) create, encumber, suffer or permit to exist any Encumbrance (other than Permitted Encumbrances) on any of its respective material properties, equity or assets, tangible or intangible, except pursuant to Contracts in force on the date of this Agreement; (n) acquire, or agree to acquire, any separate business or Person, or all or substantially all of the assets of a Person or other business organization or division thereof, by merger or consolidation or by any other manner, in a single transaction or a series of related transactions; (o) make any change in any method of accounting or auditing practice other than those required by GAAP; (p) make or change any material Tax election, file any material amended Tax Return, change any Tax accounting period or settle any material Tax claim relating to the Companies or any Fabri-Kal Subsidiary; (i) cancel any Indebtedness owed to the Companies or any Fabri-Kal Subsidiary (excluding all intercompany Indebtedness between or among Seller, the Companies and the Fabri- Kal Subsidiaries), (ii) incur, assume or guarantee any indebtedness Indebtedness owed to a third party, the Seller or any Affiliate of the Seller (excluding, in each case, (x) all intercompany Indebtedness between or among Seller, the Companies and their Affiliates and (y) ordinary financing associated with the operation of the business of the Company and the Fabri-Kal Subsidiaries; provided, that, any new Indebtedness incurred, assumed or guaranteed pursuant to the exceptions in this paragraph (ii) shall be terminated and settled prior to Closing with no outstanding obligations in relation thereto), or (iii) modify the terms of any Indebtedness; except, for borrowed money purposes of paragraph (i), (ii) and (iii) above, with respect to drawdowns and repayments that are pursuant to, and in accordance with existing limits under, the Credit Facility. (r) commit to, or guarantee make, any capital expenditures, capital addition or capital improvement (or series of related capital expenditures, capital additions or capital improvements) in excess of $50,000 individually or $100,000 in the obligations aggregate; (s) settle or compromise or agree to settle or compromise any claim relating any pending or threatened Actions (i) in an amount in excess of another Person, $25,000 individually or $50,000 in the aggregate no more than $50,000(excluding, for purposes of this clause (i), Actions relating to workers’ compensation claims), (ii) where the settlement of such Action would impose restrictions upon the operations of the Companies or the Fabri-Kal Subsidiaries, taken as a whole, or (iii) that include an admission of guilt or any wrongdoing by the Companies or the Fabri-Kal Subsidiaries; (xt) make enter into a new line or business or abandon or discontinue any loansexisting lines of business, advances or capital contributions to, or investments in, any other Personin each case, other than (i) trade accounts receivable and (ii) loans and advances to Employees in the ordinary course of business consistent with past practice; (xiu) enter into or renew any settlement with respect Contract that restricts the ability of any Company or Fabri-Kal Subsidiary to compete with, or conduct, any Action business or Governmental Order applicable to any Transferred Company (except for claims under policies or contracts of insurance or reinsurance in the ordinary course line of business consistent with past practice), unless such settlement contemplates only the payment of an amount of money not exceeding $25,000 without ongoing material limits on the conduct or operations of the Business; (xii) abandon, modify, waive, terminate or allow to lapse in any material Permit of any Transferred Company to the extent relating to the Business; (xiii) enter into any Contracts between Seller and its Affiliates (other than the Transferred Companies), on the one hand, and any of the Transferred Companies, on the other hand; (xiv) make, change or revoke any election related to Taxes, settle or compromise any Tax liability (other than settlements or compromises of Tax liabilities in the ordinary course of business) or surrender any right to claim a Tax refund, offset or other reduction in Tax liability, enter into any closing agreement related to Tax (other than in the ordinary course of business consistent with past practice), file or amend any Tax Return (but excluding any Consolidated Tax Return), consent to any extension or waiver of the limitations period applicable to any Tax claim or assessmentgeographic area, or change that grants any taxable period counterparty any exclusive right, right of first refusal, preemptive rights, or any Tax accounting methodsimilar rights; or (xvv) enter into a Contract authorize any of, or commit, resolve or agree to take take, whether in writing or otherwise, any of the foregoing actions. Notwithstanding anything to the contrary contained herein, nothing contained in this Agreement (A) will give Buyer, directly or indirectly, rights to control or direct the business or operations of the Companies prior to the Closing or (B) shall operate to prevent or restrict any act or omission by the Companies the taking of which is required by applicable Law or any Contract or Companies Plan by which the Companies are bound as of the date hereof. Prior to the Closing, the Companies will exercise, consistent with the terms and conditions of this Agreement, control of its business and operations.

Conduct of Business of the Companies. (a) Except as contemplated or permitted by this Agreement, as required by Applicable Law, as set forth in Section 4.1 6.1(a) of the Sellers’ Disclosure Schedule Letter or otherwise permitted or required by this Agreement or as Buyer otherwise consents in advance (which consent shall not be unreasonably withheldcontemplated by the Transaction Documents, conditioned or delayed), from during the period commencing on the date hereof and ending at the earlier of (x) the Closing Date and (y) the date on which this Agreement is terminated pursuant to the Closing DateSection 9.1: (i) Sellers shall, Seller and shall cause the EDP Companies to carry on to, conduct the EDP Business in all material respects only in the ordinary course of business consistent with past practice practice; and (ii) Sellers shall not (solely with respect to the EDP Business or EDP Companies), and to use commercially reasonable efforts to maintain the current business relationships and goodwill shall cause each of the Business with Governmental Entities and GSEs (if any)EDP Companies not to, employees and third Persons. Without limiting the generality effect any of the foregoing, from the date of this Agreement to the Closing Date, except as contemplated or permitted by this Agreement, as required by Applicable Law or as set forth in Section 4.1 of the Disclosure Schedule, Seller shall not permit the Companies, following without the prior written consent of Buyer Purchaser (which such consent shall not to be unreasonably withheld, conditioned or delayed), to:): (i1) amend or restate the certificate of formation, operating agreement, charter, memorandum and articles of association or by-laws (Aor comparable organizational or governing documents) amend, assign, transfer or waive of any rights under any Material Contract, (B) enter into or, other than pursuant to its current terms, extend or terminate any Material Contract outside of the ordinary course of business consistent with past practiceEDP Companies; (ii2) acquireauthorize for issuance, dispose issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or transfer otherwise) any asset shares of any class or any other securities or equity equivalents (including, without limitation, any options or appreciation rights) of any of the Companies with a value in excess of $100,000 in the aggregateEDP Companies; (iii3) (A) except as permitted by Section 6.1(b), split, combine or reclassify any shares of capital stock of the EDP Companies’ outstanding Shares, capital stock declare, set aside or equity securities pay any non-cash dividend or issue other non-cash distribution in respect of such shares, or authorize the issuance of make any other stock actual, constructive or securities deemed non-cash distribution in respect of, in lieu of or in substitution for Shares, shares or other interests representing any of the Companies’ outstanding equity interests, capital stock or equity securities, such shares; (B4) whether directly or indirectly, purchase, redeem or otherwise acquire any shares or other interests representing outstanding Shares, equity interests, capital stock or equity securities of the Companies or any rights, warrants or options to acquire any such shares or interests or (C) amend the Organizational Documents, or adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, of any reorganization of the CompaniesEDP Companies (other than the Reorganization); (iv) issue, sell, grant, pledge or otherwise encumber any shares or other interests representing the capital stock of or equity interests in the Companies, any other voting securities or interests or any securities convertible into or exchangeable for any such shares or interests, or issue, sell, grant or enter into any subscription, warrant, option, conversion or other right, agreement, commitment, arrangement or understanding of any kind, contingent or otherwise, to purchase or otherwise acquire any such shares or interests in any Company, or any securities convertible into or exchangeable for any such shares or interests; (v) acquire (by merger, consolidation, acquisition of stock or assets, reinsurance or otherwise) any other Person or substantially all the business or assets or any division of any other Person; (vi5) (Ai) increase the compensation (including bonuses) payable incur or benefits provided on assume any long-term or after the date hereof to any Employee, short-term Indebtedness except as required by any Benefit Plans in effect on the date hereof or Applicable Law, (B) establish or adopt any employment, severance, retention, change in control, deferred compensation, bonus, equity, pension or other compensation or benefit plan or arrangement which, upon its establishment or adoption, would constitute a Benefit Plan, (C) terminate or amend any Benefit Plan, (D) accelerate the vesting or payment of, or fund or in any other way secure payment of compensation or benefits under any Benefit Plan except as required by such Benefit Plan or Applicable Law, (E) hire, engage, promote or terminate any Employee (or any individual who, if hired or engaged, would constitute an Employee) (other than any termination of an Employee for cause as defined in the employment agreement of such Employee in effect as of the date hereof), or (F) enter into a collective bargaining or similar agreement; (vii) make any material change in the accounting policies, practices or principles of the Companies, in each case except as may be required by GAAP or Applicable Law; (viii) make or authorize any capital expenditures that have not been disclosed to Buyer prior to the date of this Agreement, and that are, in the aggregate, in excess of $50,000; (ix) other than intercompany payables incurred in the ordinary course of business consistent with past practicebusiness, incur, assume or guarantee any indebtedness for borrowed money or guarantee the obligations of another Person, in the aggregate no more than $50,000; (xii) make any loans, advances or capital contributions to, to or investments in, in any other Person, except for customary loans or advances to employees, in each case in the ordinary course of business, or (iii) mortgage, pledge or permit any assets of the EDP Companies or the Singapore Assets, tangible or intangible, to be subjected to any Lien other than a Permitted Lien; (6) sell, transfer, lease or otherwise dispose of any assets of the EDP Companies or the Singapore Assets in excess of $100,000, except for sales, transfers or other dispositions of inventory or other assets in the ordinary course of business; (7) make any capital expenditure or commitment therefor related to the EDP Companies or the EDP Asia Business in excess of $100,000 and not otherwise included in the capital expenditures budget with respect to the EDP Business (a copy of which has been furnished to Purchaser); (8) except as may be required by Law, enter into, adopt, amend or terminate any bonus, profit sharing, compensation, severance, termination, option, appreciation right, performance unit, stock equivalent, share purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer, employee or former employee of the EDP Companies or the EDP Asia Business or increase the compensation or fringe benefits of any director, officer or employee of the EDP Companies or the EDP Asia Business, other than in the ordinary course of business; (9) settle or compromise any pending or threatened suit, action or claim with respect to the operation of the EDP Business (i) trade accounts receivable and for an amount in excess of $100,000 or (ii) loans the settlement or compromise of which would (x) provide for any admission of liability by any EDP Company or Quintiles Asia (solely with respect to the EDP Asia Business), (y) contain covenants that materially restrict the EDP Companies’ or the EDP Asia Business’ right to operate or compete, or (z) have a Material Adverse Effect on the EDP Companies and advances to Employees the EDP Asia Business, taken as a whole; (10) (i) revalue for accounting purposes in any material respect any of the assets of the EDP Companies or the Singapore Assets, including writing down the value of inventory or writing-off notes or accounts receivable other than in the ordinary course of business consistent or as may be required by Law or GAAP, (ii) cancel any Indebtedness owing to the EDP Companies or Quintiles Asia (solely with past practicerespect to the EDP Asia Business) or (iii) waive or assign any claims or rights of substantial value; (xi11) except as contemplated by this Agreement or the Transaction Documents, permit to occur or amend any transaction with, or for the benefit of, any Seller or any Affiliate of any Seller, other than payments of wages and salaries to officers and employees of the EDP Companies or the EDP Asia Business in the ordinary course of business, other than pursuant to Contracts disclosed on Section 4.18 of the Sellers’ Disclosure Schedule; (12) amend, modify, terminate (partially or completely), extend, surrender, grant any waiver under or give any consent with respect to any Material Contract or real property lease, other than in the ordinary course of business; (13) enter into any settlement Contract which would have been required to be disclosed in Section 4.18 of the Sellers’ Disclosure Schedule had it been entered into prior to the date hereof other than Contracts for EDP Business projects entered into in the ordinary course of business; (14) (i) acquire any business or Person, by merger or consolidation, purchase of substantial assets or equity interests related to the conduct of the EDP Business, or any other manner, in a single transaction or a series of related transactions, or (ii) enter into any Contract, letter of intent or similar arrangement with respect to the foregoing; (15) enter into any Action Contract that materially restricts the EDP Companies’ or Governmental Order applicable the EDP Asia Business’ right to operate or compete; (16) with respect to the EDP Companies, make or change any Transferred Company election concerning Taxes or Returns, change an annual accounting period, adopt or change any accounting method except as required by GAAP, file any amended Return, enter into any closing agreement with respect to Taxes, settle any Tax claim or assessment or surrender any right to claim a refund of Taxes or obtain or enter into any Tax ruling, agreement, contract, understanding, arrangement or plan with a taxing authority if such action might reasonably be expected to change materially and adversely the Tax liability of Purchaser for any taxable period; (except for claims under policies 17) permit the EDP Companies to hire any employees who are employees of any Seller or contracts any of insurance their respective subsidiaries; or (18) agree in writing or reinsurance otherwise to take any of the actions described in the foregoing clauses. (b) Notwithstanding anything contained in this Agreement to the contrary, (i) the EDP Companies and Sellers shall be permitted to maintain Sellers’ and their respective Affiliates’ cash management system and procedures related to the EDP Business as currently conducted through the Closing Date, (ii) the EDP Companies shall be permitted to (1) borrow funds from each Seller or its respective Affiliates as is necessary to operate the EDP Business in the ordinary course of business consistent with past practice), unless and (2) repay such settlement contemplates only the payment of an amount of money not exceeding $25,000 without ongoing material limits on the conduct or operations borrowings and (iii) Sellers shall be permitted to withdraw all Cash of the Business;EDP Companies and the EDP Business up to the Closing Date, by dividend, distribution or otherwise in their sole discretion. (xiic) abandonAt or prior to Closing, modify, waive, terminate all intercompany receivables or allow to lapse any material Permit of any Transferred Company to the extent relating to the Business; (xiii) enter into any Contracts payables and Indebtedness then existing between Seller Sellers and its their Affiliates (other than the Transferred CompaniesEDP Companies and Quintiles Asia (solely with respect to the EDP Asia Business)), on the one hand, and any of the Transferred Companies, EDP Companies and Quintiles Asia (solely with respect to the EDP Asia Business) on the other hand;, shall be settled, except for the Intercompany Note, which Purchaser shall cause to be repaid immediately after the Closing as set forth in Section 2.4. (xivd) makeNotwithstanding anything contained in this Agreement to the contrary, change between the date hereof and the Closing, Sellers and the EDP Companies may sell, transfer or revoke otherwise dispose of any election related to Taxes, settle or compromise any Tax liability (other than settlements or compromises of Tax liabilities the assets used in the ordinary course of businessEDP Business described in Annex E (the “Excluded Assets”) or surrender any right to claim a Tax refund, offset or other reduction in Tax liability, enter into any closing agreement related to Tax (other than in the ordinary course of business consistent with past practice), file or amend any Tax Return (but excluding any Consolidated Tax Return), consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, or change any taxable period or any Tax accounting method; or (xv) enter into a Contract to their respective Affiliates and otherwise take any of the foregoing actionsactions contemplated by the Reorganization Agreements. As soon as practicable after the Closing Date, but in any event within fifteen (15) Business Days after the Closing Date, except as otherwise provided by the Transition Services Agreement, Purchaser shall deliver to Sellers the Excluded Assets described in Annex E that have been identified by Sellers to Purchaser as such prior to the Closing but which for operational or other reasons were not transferred from the EDP Companies prior to the Closing Date.

Conduct of Business of the Companies. (a) Except Until the Closing Date, except as specifically contemplated or permitted by this Agreement, as required by Applicable Law, as set forth in Section 4.1 of the Disclosure Schedule or as Buyer otherwise consents in advance (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Closing Date, Seller Sellers shall cause each of the Companies to carry on the Business only their respective businesses in the ordinary course of business consistent with past practice and to shall use their commercially reasonable best efforts consistent with good business judgment to maintain the preserve intact their current business relationships organizations, keep available the services of their current officers and goodwill of the Business with Governmental Entities and GSEs (if any), key employees and third Personspreserve their relationships consistent with past practice with producers, brokers, insureds, suppliers, distributors, customers and others having business dealings with them. Without limiting the generality of the foregoing, from the date of each Seller covenants and agrees that, except (x) as expressly contemplated by this Agreement or (y) as previously consented to the Closing Datein writing by Parent, except as contemplated or permitted by this Agreement, as required by Applicable Law or as set forth in Section 4.1 of the Disclosure Schedule, Seller shall not permit the Companies, without the prior consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed)the Sellers will not, and will not permit any of the Companies, to: (i) (A) amend, assign, transfer or waive any rights under any Material Contract, (B) enter into or, other than pursuant to its current terms, extend or terminate any Material Contract outside the ordinary course of business consistent with past practice; (ii) acquire, dispose of or transfer any asset of the Companies with a value in excess of $100,000 in the aggregate; (iii) (A) split, combine or reclassify any of the Companies’ outstanding Shares, capital stock or equity securities or issue or authorize the issuance of any other stock or securities in respect of, in lieu of or in substitution for Shares, shares or other interests representing any of the Companies’ outstanding equity interests, capital stock or equity securities, (B) whether directly or indirectly, purchase, redeem or otherwise acquire any shares or other interests representing outstanding Shares, equity interests, capital stock or equity securities of the Companies or any rights, warrants or options to acquire any such shares or interests or (C) amend the Organizational Documents, or adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, Documents of any of the Companies; (ivii) (x)(A) declare, set aside for payment or pay any dividend or other distribution payable in cash, stock or property with respect to the capital stock of any of the Companies or (B) redeem, purchase or otherwise acquire directly or indirectly any of the capital stock of any of the Companies; (y) issue, sell, grant, pledge deliver or otherwise encumber authorize the issuance of any shares or other interests representing the of capital stock of or equity interests in the Companies, any other voting securities or interests or any securities convertible into or exchangeable for any such shares or interestsfor, or issueoptions, sellwarrants, grant calls, commitments or enter into any subscription, warrant, option, conversion or other right, agreement, commitment, arrangement or understanding rights of any kindkind to acquire, contingent any shares of capital stock of any of the Companies or otherwise(z) split, to purchase combine or otherwise acquire reclassify the outstanding capital stock of any such shares or interests in any Company, or any securities convertible into or exchangeable for any such shares or interestsof the Companies; (viii) acquire (by mergera) create, consolidationincur, acquisition assume, maintain or permit to exist any long-term debt or any short-term debt for borrowed money, except pursuant to existing credit agreements in the ordinary course of stock business, (b) assume, guarantee, endorse or assetsotherwise become liable or responsible (whether directly, reinsurance contingently or otherwise) any other Person or substantially all for the business or assets or any division obligations of any other Person; (vi) (A) increase the compensation (including bonuses) payable or benefits provided on or after the date hereof to any Employee, person except as required by any Benefit Plans in effect on the date hereof or Applicable Law, (B) establish or adopt any employment, severance, retention, change in control, deferred compensation, bonus, equity, pension or other compensation or benefit plan or arrangement which, upon its establishment or adoption, would constitute a Benefit Plan, (C) terminate or amend any Benefit Plan, (D) accelerate the vesting or payment of, or fund or in any other way secure payment of compensation or benefits under any Benefit Plan except as required by such Benefit Plan or Applicable Law, (E) hire, engage, promote or terminate any Employee (or any individual who, if hired or engaged, would constitute an Employee) (other than any termination of an Employee for cause as defined in the employment agreement ordinary course of such Employee in effect as its insurance and reinsurance business, consistent with past practices (except customary letters of the date hereof), or (F) enter into a collective bargaining or similar agreement; (vii) make any material change in the accounting policies, practices or principles of the Companies, in each case except as may be required by GAAP or Applicable Law; (viii) make or authorize any capital expenditures that have not been disclosed to Buyer prior to the date of this Agreement, and that are, in the aggregate, in excess of $50,000; (ix) other than intercompany payables incurred credit issued in the ordinary course of business consistent with past practicepractices), incur, assume or guarantee any indebtedness for borrowed money or guarantee the obligations of another Person, in the aggregate no more than $50,000; (xc) make any loans, advances or capital contributions to, or investments in, any other Person, other than (i) trade accounts receivable and (ii) loans and advances to Employees in the ordinary course of business consistent with past practiceperson; (xiiv) except as required by this Agreement, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or, enter into into, any settlement agreement in principle or any agreement with respect to any Action plan of liquidation or Governmental Order applicable to dissolution, any Transferred Company (except for claims under policies acquisition of a material amount of assets or contracts securities, any sale, transfer, lease, license, pledge, mortgage, or other disposition or encumbrance of insurance any assets or reinsurance securities or any change in the ordinary course capitalization of business consistent with past practice), unless such settlement contemplates only the payment of an amount of money not exceeding $25,000 without ongoing material limits on the conduct or operations of the Business; (xii) abandon, modify, waive, terminate or allow to lapse any material Permit of any Transferred Company to the extent relating to the Business; (xiii) enter into any Contracts between Seller and its Affiliates (other than the Transferred Companies), on the one hand, and any of the Transferred Companies, on the other hand; (xiv) make, change or revoke any election related to Taxes, settle or compromise any Tax liability (other than settlements or compromises of Tax liabilities except for insurance and reinsurance agreements entered into in the ordinary course of business) or surrender any right to claim a Tax refund, offset or other reduction in Tax liability, enter into any closing agreement related to Tax (other than in the ordinary course of business consistent with past practice), file (x) any other material agreements, commitments or amend contracts, (y) any Tax Return amendment or modification thereof or (but excluding z) any Consolidated Tax Return), consent to release or relinquishment of any extension or waiver of the limitations period applicable to any Tax claim or assessment, or change any taxable period or any Tax accounting method; or (xv) enter into a Contract to take any of the foregoing actions.material rights thereunder;

Conduct of Business of the Companies. (a) Except as contemplated or permitted by this Agreement, as required by Applicable Law, as set forth provided in Section 4.1 of the Disclosure Schedule or as Buyer otherwise consents in advance (which consent shall not be unreasonably withheld, conditioned or delayed6.2(b), from during the date of this Agreement to the Pre-Closing DatePeriod, Seller shall cause (i) the Companies to carry on the Business only shall conduct their business in the ordinary and usual course of business consistent with past practice and to (ii) the Companies shall use commercially reasonable their best efforts to maintain and preserve intact their business organizations, to keep available the current services of their officers and employees and to maintain satisfactory relations with lessors, suppliers, contractors, distributors, customers and others having business relationships and goodwill of the Business with Governmental Entities and GSEs (if any), employees and third Persons. Without limiting the generality of the foregoing, from the date of this Agreement to the Closing Date, except as contemplated or permitted by this Agreement, as required by Applicable Law or as set forth in Section 4.1 of the Disclosure Schedule, Seller shall not permit the Companies, without . (b) During the prior consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), to:Pre-Closing Period, (i) the Companies shall keep in full force all insurance policies identified in the Disclosure Schedule; (ii) the Companies shall (to the extent requested by ADAC) cause its officers to report regularly (but in no event less frequently than weekly) to ADAC concerning the status of the Companies' businesses; (iii) the Companies shall not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock, and shall not repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; (iv) the Companies shall not sell, issue or authorize the issuance of (A) amend, assign, transfer any capital stock or waive any rights under any Material Contractother security, (B) any option, call, warrant or right to acquire, or relating to, any capital stock or other security, or (C) any instrument convertible into or exchangeable for any capital stock or other security; (v) none of the Companies nor any of the Shareholders shall amend or permit the adoption of any amendment to the Companies' articles of incorporation or bylaws, or effect or permit the Companies to become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (vi) the Companies shall not form any subsidiary or acquire any equity interest or other interest in any other entity; (vii) the Companies shall not make any capital expenditure, except for capital expenditures that, when added to all other capital expenditures made on behalf of the Companies during the Pre-Closing Period, do not exceed $5,000 in the aggregate (for purposes hereof, purchases of equipment held for sale shall not be deemed capital expenditures); (viii) the Companies shall not (i) enter into oror become bound by, other than pursuant or permit any of the Assets to its current termsbecome bound by, extend or terminate any Material Contract or (ii) amend or prematurely terminate, or waive any material right or remedy under, any Material Contract; (ix) the Companies shall not (A) acquire, lease or license any right or other asset from any other Person, (B) sell or otherwise dispose of, or lease or license, any right or other asset to any other Person, or (C) waive or relinquish any right, except for immaterial assets acquired, leased, licensed or disposed of by the Companies pursuant to Contracts that are not Material Contracts; (x) the Companies shall not (A) lend money to any person or entity, or (B) incur or guarantee any indebtedness; (xi) the Companies shall not (A) establish, adopt or amend any Employee Benefit Plan, (B) pay any bonus or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees, or (C) hire more any new employees. (xii) the Companies shall not change any of their methods of accounting or accounting practices in any respect; (xiii) the Companies shall not make any Tax election; (xiv) the Companies shall not commence or settle any Legal Proceeding, which could have an adverse effect on the businesses being acquired or on ADAC, or its business, properties or assets; (xv) the Companies shall not enter into any material transaction or take any other material action outside the ordinary course of business consistent or inconsistent with its past practice;practices; and (iixvi) acquire, dispose of or transfer any asset of the Companies with a value in excess of $100,000 in the aggregate; (iii) (A) split, combine shall not agree or reclassify any of the Companies’ outstanding Shares, capital stock or equity securities or issue or authorize the issuance of any other stock or securities in respect of, in lieu of or in substitution for Shares, shares or other interests representing any of the Companies’ outstanding equity interests, capital stock or equity securities, (B) whether directly or indirectly, purchase, redeem or otherwise acquire any shares or other interests representing outstanding Shares, equity interests, capital stock or equity securities of the Companies or any rights, warrants or options to acquire any such shares or interests or (C) amend the Organizational Documents, or adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, of any of the Companies; (iv) issue, sell, grant, pledge or otherwise encumber any shares or other interests representing the capital stock of or equity interests in the Companies, any other voting securities or interests or any securities convertible into or exchangeable for any such shares or interests, or issue, sell, grant or enter into any subscription, warrant, option, conversion or other right, agreement, commitment, arrangement or understanding of any kind, contingent or otherwise, to purchase or otherwise acquire any such shares or interests in any Company, or any securities convertible into or exchangeable for any such shares or interests; (v) acquire (by merger, consolidation, acquisition of stock or assets, reinsurance or otherwise) any other Person or substantially all the business or assets or any division of any other Person; (vi) (A) increase the compensation (including bonuses) payable or benefits provided on or after the date hereof to any Employee, except as required by any Benefit Plans in effect on the date hereof or Applicable Law, (B) establish or adopt any employment, severance, retention, change in control, deferred compensation, bonus, equity, pension or other compensation or benefit plan or arrangement which, upon its establishment or adoption, would constitute a Benefit Plan, (C) terminate or amend any Benefit Plan, (D) accelerate the vesting or payment of, or fund or in any other way secure payment of compensation or benefits under any Benefit Plan except as required by such Benefit Plan or Applicable Law, (E) hire, engage, promote or terminate any Employee (or any individual who, if hired or engaged, would constitute an Employee) (other than any termination of an Employee for cause as defined in the employment agreement of such Employee in effect as of the date hereof), or (F) enter into a collective bargaining or similar agreement; (vii) make any material change in the accounting policies, practices or principles of the Companies, in each case except as may be required by GAAP or Applicable Law; (viii) make or authorize any capital expenditures that have not been disclosed to Buyer prior to the date of this Agreement, and that are, in the aggregate, in excess of $50,000; (ix) other than intercompany payables incurred in the ordinary course of business consistent with past practice, incur, assume or guarantee any indebtedness for borrowed money or guarantee the obligations of another Person, in the aggregate no more than $50,000; (x) make any loans, advances or capital contributions to, or investments in, any other Person, other than (i) trade accounts receivable and (ii) loans and advances to Employees in the ordinary course of business consistent with past practice; (xi) enter into any settlement with respect to any Action or Governmental Order applicable to any Transferred Company (except for claims under policies or contracts of insurance or reinsurance in the ordinary course of business consistent with past practice), unless such settlement contemplates only the payment of an amount of money not exceeding $25,000 without ongoing material limits on the conduct or operations of the Business; (xii) abandon, modify, waive, terminate or allow to lapse any material Permit of any Transferred Company to the extent relating to the Business; (xiii) enter into any Contracts between Seller and its Affiliates (other than the Transferred Companies), on the one hand, and any of the Transferred Companies, on the other hand; (xiv) make, change or revoke any election related to Taxes, settle or compromise any Tax liability (other than settlements or compromises of Tax liabilities in the ordinary course of business) or surrender any right to claim a Tax refund, offset or other reduction in Tax liability, enter into any closing agreement related to Tax (other than in the ordinary course of business consistent with past practice), file or amend any Tax Return (but excluding any Consolidated Tax Return), consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, or change any taxable period or any Tax accounting method; or (xv) enter into a Contract commit to take any of the foregoing actionsactions described in clauses "(iii)" through "(xv)" of this Section 6.2.

Conduct of Business of the Companies. (a) Except as contemplated or Unless permitted by otherwise in this Agreement, as required by Applicable Law, as set forth Agreement and in Section 4.1 of the Disclosure Schedule or as Buyer otherwise consents in advance (which consent shall not be unreasonably withheld, conditioned or delayedparticular subject to Article 6.1.1(c), from between the date of this Agreement to and the Closing Date, Seller the Sellers shall cause procure that, except with the prior consent of the Purchaser, such consent not to be unreasonably withheld or delayed, the business of the Companies shall be carried on in the ordinary course and in a prudent and appropriate manner consistent with past practice and that the current relationship of the Companies with their employees, officers, customers, suppliers and business partners shall be preserved and maintained on a satisfactory basis; and in particular, the Sellers shall procure that: (i) there shall be no modification of the share capital or other change in the by-laws of any of the Companies, and that no rights to carry on a future capital increase or rights in shares of any of the Business only Companies shall be granted to any person; (ii) there shall be no acquisition, sale, lease, transfer, pledge or encumbrance of any material tangible or intangible assets (other than the sale of items of stock in the ordinary course of business consistent with past practice and to use commercially reasonable efforts to maintain the current business relationships and goodwill business) nor any cancellation or waiver of the Business with Governmental Entities and GSEs (if any), employees and third Persons. Without limiting the generality of the foregoing, from the date of this Agreement to the Closing Date, except as contemplated or permitted by this Agreement, as required by Applicable Law or as set forth in Section 4.1 of the Disclosure Schedule, Seller shall not permit the Companies, without the prior consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), to: (i) (A) amend, assign, transfer or waive any rights under any Material Contract, (B) enter into or, other than pursuant to its current terms, extend or terminate any Material Contract outside the ordinary course of business consistent with past practice; (ii) acquire, dispose of or transfer any asset of the Companies with a value in excess of $100,000 in the aggregatematerial receivables; (iii) (A) splitno guarantee, combine surety, indemnity or reclassify any letter of comfort in respect of the Companies’ outstanding Shares, capital stock or equity securities or issue or authorize the issuance obligations of any other stock or securities in respect of, in lieu of or in substitution for Shares, shares or other interests representing any of the Companies’ outstanding equity interests, capital stock or equity securities, (B) whether directly or indirectly, purchase, redeem or otherwise acquire any shares or other interests representing outstanding Shares, equity interests, capital stock or equity securities of the Companies or any rights, warrants or options to acquire any such shares or interests or (C) amend the Organizational Documents, or adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, of any of the Companies; (iv) issue, sell, grant, pledge or otherwise encumber any shares or other interests representing the capital stock of or equity interests in the Companies, any other voting securities or interests or any securities convertible into or exchangeable for any such shares or interests, or issue, sell, grant or enter into any subscription, warrant, option, conversion or other right, agreement, commitment, arrangement or understanding of any kind, contingent or otherwise, to purchase or otherwise acquire any such shares or interests in third parties shall be granted by any Company, or any securities convertible into or exchangeable for any such shares or interests; (v) acquire (by merger, consolidation, acquisition of stock or assets, reinsurance or otherwise) any other Person or substantially all the business or assets or any division of any other Person; (vi) (A) increase the compensation (including bonuses) payable or benefits provided on or after the date hereof to any Employee, except as required by any Benefit Plans in effect on the date hereof or Applicable Law, (B) establish or adopt any employment, severance, retention, change in control, deferred compensation, bonus, equity, pension or other compensation or benefit plan or arrangement which, upon its establishment or adoption, would constitute a Benefit Plan, (C) terminate or amend any Benefit Plan, (D) accelerate the vesting or payment of, or fund or in any other way secure payment of compensation or benefits under any Benefit Plan except as required by such Benefit Plan or Applicable Law, (E) hire, engage, promote or terminate any Employee (or any individual who, if hired or engaged, would constitute an Employee) (other than any termination of an Employee for cause as defined in the employment agreement of such Employee in effect as of the date hereof), or (F) enter into a collective bargaining or similar agreement; (vii) make any material change in the accounting policies, practices or principles of the Companies, in each case except as may be required by GAAP or Applicable Law; (viii) make or authorize any capital expenditures that have not been disclosed to Buyer prior to the date of this Agreement, and that are, in the aggregate, in excess of $50,000; (ix) other than intercompany payables incurred in the ordinary course of business consistent with past practice, incur, assume or guarantee any indebtedness for borrowed money or guarantee the obligations of another Person, in the aggregate no more than $50,000; (x) make any loans, advances or capital contributions to, or investments in, any other Person, other than (i) trade accounts receivable and (ii) loans and advances to Employees in the ordinary course of business consistent with past practice; (xiiv) enter into any settlement with respect to any Action no lien, security interest, pledge, mortgage, easement, or Governmental Order applicable to any Transferred Company (except for claims under policies other charge shall be granted or contracts of insurance or reinsurance in the ordinary course of business consistent with past practice), unless such settlement contemplates only the payment of an amount of money not exceeding $25,000 without ongoing material limits on the conduct or operations of the Business; (xii) abandon, modify, waive, terminate or allow to lapse any material Permit of any Transferred Company to the extent relating to the Business; (xiii) enter into any Contracts between Seller and its Affiliates created (other than the Transferred Companies), on the one hand, and statutory liens) over any material tangible or intangible assets of the Transferred Companies, on the other hand; (xiv) make, change or revoke any election related to Taxes, settle or compromise any Tax liability (other than settlements or compromises of Tax liabilities in the ordinary course of business) or surrender any right to claim a Tax refund, offset or other reduction in Tax liability, enter into any closing agreement related to Tax (other than in the ordinary course of business consistent with past practice; (v) there shall be no new financial indebtedness of the Companies (other than the CHF 16'000'000 mortgage loan shown in the Financial Statements), file including no new loan, issue of bonds, notes, debentures, loan stock or amend any Tax Return similar instrument; Colgate / GABA Share Purchase Agreement (but excluding vi) no declaration or payment of any Consolidated Tax Return), consent to dividend or any extension other distribution of profits or waiver reserves shall be made by GABA Holding; (vii) none of the limitations period applicable to any Tax claim Companies shall terminate, discontinue, materially vary or assessmentamend, or change withdraw from any taxable period material agreement, arrangement, partnership, consortium, joint venture or any Tax accounting method; orother incorporated association; (xvviii) enter into a Contract to take no litigation, administrative or arbitration proceedings involving any of the foregoing actions.Companies shall be initiated, discontinued or settled by the Companies other than immaterial litigation or in the ordinary course of business, including in respect of taxes, and no material tax election shall be made by any of the Companies; (ix) the terms of employment of any director, officer or employee of any of the Companies shall not be changed, except as required by law or agreements existing on the date hereof and previously disclosed to the Purchaser, and, except as expressly provided for in this Agreement, none of the pension, welfare, benefit or incentive schemes or plans of any of the Companies shall be amended or changed, and no new such schemes or plans shall be established or individual commitments be made; (x) the Companies shall only enter into an obligation, pay, discharge or satisfy any claim, liability or obligation or make any capital expenditures