Common use of CONDUCT OF BUSINESS OF THE COMPANY PENDING CLOSING Clause in Contracts

CONDUCT OF BUSINESS OF THE COMPANY PENDING CLOSING. The Company covenants and agrees that between the date hereof and the Closing Date: 5.1. Business in the Ordinary Course. Except as set forth in Schedule 5.1, the business of the Company shall be conducted only in the ordinary course, and consistent with past practice. Without limiting the generality of the foregoing, and except as set forth in Schedule 5.1 or as otherwise approved by Buyer: (a) Except for the transaction contemplated hereby, the Company shall not enter into any contract, agreement or other arrangement which would constitute a Material Contract, except for contracts to sell or supply goods or services to customers in the ordinary course of business at prices and on terms substantially consistent with the prior operating practices of the Company; (b) except for sales of personal property in the ordinary course of its business, the Company shall not sell, assign, transfer, mortgage, convey, encumber or otherwise dispose of, or cause the sale, assignment, transfer, mortgage, conveyance, encumbrance or other disposition of any of the assets or properties of the Company or any interest therein; (c) the Company shall not acquire any material assets, except expenditures made in the ordinary course of business as reasonably necessary to enable the Company to conduct its normal business operations and to maintain its normal inventory of goods and materials, at prices and on terms substantially consistent with current market conditions and prior operating practices; (d) the books, records and accounts of the Company shall be maintained in the usual, regular and ordinary course of business on a basis consistent with prior practices and in accordance with GAAP; (e) the Company shall use its best efforts to preserve its business organization, to preserve the good will of its suppliers, customers and others having business relations with the Company, and to retain the services of key employees and agents of the Company; (f) except as it may terminate in accordance with the terms of this Agreement, the Company shall keep in full force and effect, and not cause a default of any of its obligations under, each of their contracts and commitments; (g) the Company shall duly comply in all material respects with all laws applicable to it and to the conduct of its business; (h) the Company shall not create, incur or assume any liability or indebtedness, except in the ordinary course of business consistent with past practices; (i) other than as contemplated in this Agreement, the Company shall not apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of any shareholder or any Related Party; and (j) the Company shall not take or omit to take any action which would render any of the representations or warranties untrue or misleading, or which would be a breach of any of the covenants.

CONDUCT OF BUSINESS OF THE COMPANY PENDING CLOSING. The Company covenants and agrees that between the date hereof and the Closing Date: 5.16.1. Business in the Ordinary Course. Except as set forth in Schedule 5.1the SEC Documents, the business of the Company shall be conducted only in the ordinary course, and consistent with past practice. Without limiting the generality of the foregoing, and except as set forth in Schedule 5.1 the SEC Documents or as otherwise approved by Buyer: (a) Except for the transaction contemplated hereby, the Company shall not enter into any contract, agreement or other arrangement which would constitute a Material Contract, except for contracts to sell or supply goods or services to customers in the ordinary course of business at prices and on terms substantially consistent with the prior operating practices of the Company; (b) except for sales of personal property in the ordinary course of its business, the Company shall not sell, assign, transfer, mortgage, convey, encumber or otherwise dispose of, or cause the sale, assignment, transfer, mortgage, conveyance, encumbrance or other disposition of any of the assets or properties of the Company or any interest therein; (c) the Company shall not acquire any material assets, except expenditures made in the ordinary course of business as reasonably necessary to enable the Company to conduct its normal business operations and to maintain its normal inventory of goods and materials, at prices and on terms substantially consistent with current market conditions and prior operating practices; (d) the books, records and accounts of the Company shall be maintained in the usual, regular and ordinary course of business on a basis consistent with prior practices and in accordance with GAAP; (e) the Company shall use its best efforts to preserve its business organization, to preserve the good will of its suppliers, customers and others having business relations with the Company, and to retain the services of key employees and agents of the Company; (f) except as it may terminate in accordance with the terms of this Agreement, the Company shall keep in full force and effect, and not cause a default of any of its obligations under, each of their contracts and commitments; (g) the Company shall duly comply in all material respects with all laws applicable to it and to the conduct of its business; (h) the Company shall not create, incur or assume any liability or indebtedness, except in the ordinary course of business consistent with past practices; (i) other than as contemplated in this Agreement, the Company shall not apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of any shareholder or any Related Party; and (j) the Company shall not take or omit to take any action which would render any of the representations or warranties untrue or misleading, or which would be a breach of any of the covenants.

CONDUCT OF BUSINESS OF THE COMPANY PENDING CLOSING. The 5.1 Conduct of Business of the Company covenants and agrees that between Pending Closing. During the period from the date hereof to the earlier of the termination of this Agreement pursuant to Section 8.1 hereof and the Closing Date: 5.1. Business in the Ordinary Course. Except Closing, except as set forth on Schedule 5.1 hereto or unless Purchaser shall otherwise agree in Schedule 5.1writing in advance, the business businesses of the Company and the Subsidiaries shall be conducted only in the ordinary coursein, and consistent with past practice. Without limiting the generality of the foregoing, and except as set forth in Schedule 5.1 or as otherwise approved by Buyer: (a) Except for the transaction contemplated hereby, the Company and the Subsidiaries shall not enter into take any contractaction except in, agreement or other arrangement which would constitute a Material Contract, except for contracts to sell or supply goods or services to customers in the ordinary course of business at prices and on terms substantially in a manner consistent with past practice and in compliance with applicable laws; and the prior operating practices Company and its Subsidiaries each shall use commercially reasonable efforts to preserve substantially intact the business organization of the CompanyCompany and the Subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and the Subsidiaries and to preserve the present relationships of the Company and the Subsidiaries with customers, suppliers, merchants and other Persons with which the Company or any Subsidiary has significant business relations. By way of amplification and not limitation, except as set forth on Schedule 5.1 hereto or unless Purchaser shall otherwise agree in writing in advance, neither the Company nor any Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose or commit to do, any of the following (other than any transfer, pledge, assignment, hypothecation, mortgage or encumbrance of Rights to Receive pursuant to and in accordance with the terms of the Securitization Documents, which actions shall not require Purchaser's consent): (a) amend its Organizational Documents; (b) except for sales of personal property in the ordinary course of its businessissue, the Company shall not deliver, sell, assignpledge, transferdispose of or encumber, mortgageor authorize or commit to the issuance, conveysale, encumber pledge, disposition or otherwise dispose encumbrance of, or cause the sale, assignment, transfer, mortgage, conveyance, encumbrance or other disposition of (A) any of the assets or properties Equity Securities of the Company or any interest thereinSubsidiary, or (B) any assets of the Company or any Subsidiary with an individual value in excess of $100,000 or an aggregate value as to all such assets of $500,000; (c) the Company shall not acquire declare, set aside, make or pay any material assetsdividend or other distribution, except expenditures made payable in the ordinary course cash, stock, property or otherwise, with respect to any of business as reasonably necessary to enable the Company to conduct its normal business operations and to maintain its normal inventory capital stock, other than semi-annual cash dividends of goods and materials, at prices and $.02 per share on terms substantially outstanding Common Stock consistent with current market conditions and prior operating past practices; (d) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock; (i) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or (except for the books, records and accounts purchase of the Company shall be maintained Rights to Receive in the usual, regular and ordinary course of business on a basis consistent with prior practices and in accordance with GAAP; business) any assets, except for such transactions which involve aggregate consideration of less than $100,000; (eii) the Company shall use its best efforts sell, transfer, lease, mortgage, pledge, encumber or otherwise dispose of or subject to preserve its business organization, to preserve the good will of its suppliers, customers and others having business relations with the Company, and to retain the services of key employees and agents of the Company; (f) except as it may terminate in accordance with the terms of this Agreement, the Company shall keep in full force and effect, and not cause a default of any Lien any of its obligations under, each assets (including capital stock of their contracts and commitments; (g) the Company shall duly comply in all material respects with all laws applicable to it and to the conduct of its business; (h) the Company shall not create, incur or assume any liability or indebtednessSubsidiaries), except for such transactions which involve aggregate consideration of less than $100,000; (iii) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans, advances or capital contributions to, or investments in, any other Person except for such transactions which involve aggregate consideration of less than $500,000; (iv) enter into, amend or terminate any Contract other than in the ordinary course of business consistent with past practicespractice; (v) enter into any commitments or transactions material, individually or in the aggregate, to the Company and the Subsidiaries taken as a whole; (vi) authorize any capital expenditure in excess of $100,000, individually, or $500,000 in the aggregate; or (vii) enter into or amend any Contract obligating it to take any of the actions set forth in this Section 5.1(e); (i) other than except to the extent required under existing Employment, Consulting or Severance Agreements as contemplated in effect on the date of this Agreement, Agreement and described in Schedule 3.7 hereto: (A) increase the Company shall not apply compensation or fringe benefits of any of its assets present or former directors, officers, employees, consultants or independent contractors except for increases in salary or wages of employees of the Company or the Subsidiaries who are not officers of the Company in all cases to the direct extent in the ordinary course of business in accordance with past practice, (B) grant any severance, termination or indirect paymentsimilar payments or benefits, discharge(C) enter into, satisfaction or reduction of amend, any amount payable directly Employment, Consulting or indirectly to Severance Agreements, or (D) establish, adopt, enter into or amend or terminate any bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, or other plan, agreement, trust, fund, policy or arrangement for the benefit of any shareholder present or former directors, officers, employees, consultants, independent contractors or other agents of the Company or any Related PartySubsidiary; andand (ii) a participant or beneficiary of, or otherwise covered by, the Company's Senior Executive Severance Plan, any successor thereto or any similar plan. (g) except as may be required as a result of a change in law or in generally accepted accounting principles, change any of the accounting practices or principles used by it; (h) settle or compromise any pending or threatened suits, actions or claims in a manner obligating the Company or any Subsidiary thereof to pay, or waiving amounts claimed by the Company or any Subsidiary, in an aggregate amount (with respect to all such obligations and waivers) in excess of $100,000; (i) authorize, recommend, propose, announce or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization (other than the transactions contemplated by the Transaction Documents) or other reorganization; (j) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in the financial statements of the Company shall not take or omit to take incurred in the ordinary course of business and consistent with past practice; (k) enter into any action which would render any Contract providing for the acceleration of the representations payment or warranties untrue performance or misleading, or which would be other consequences as a breach result of any of the covenants.transactions contemplated by any Transaction Document; (l) enter into any new lines of business or otherwise make material changes to the operation of its business; (m) effectuate a "plant closing" or "mass layoff", as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company or any Subsidiary; or (n) take, or offer or propose to take, or agree to any of the actions described in this Article V.

CONDUCT OF BUSINESS OF THE COMPANY PENDING CLOSING. The Company covenants and agrees that between the date hereof and the Closing Date: 5.11. Business in the Ordinary Course. Except as set forth in Schedule 5.1the SEC Documents, the business of the Company shall be conducted only in the ordinary course, and consistent with past practice. Without limiting the generality of the foregoing, and except as set forth in Schedule 5.1 the SEC Documents or as otherwise approved by the Buyer: (a) 7.1.1. Except for the transaction contemplated hereby, the Company shall not enter into any contract, agreement or other arrangement which would constitute a Material Contract, except for contracts to sell or supply goods or services to customers in the ordinary course of business at prices and on terms substantially consistent with the prior operating practices of the Company; (b) 7.1.2. except for sales of personal property in the ordinary course of its business, the Company shall not sell, assign, transfer, mortgage, convey, encumber or otherwise dispose of, or cause the sale, assignment, transfer, mortgage, conveyance, encumbrance or other disposition of any of the assets or properties of the Company or any interest therein; (c) 7.1.3. the Company shall not acquire any material assets, except expenditures made in the ordinary course of business as reasonably necessary to enable the Company to conduct its normal business operations and to maintain its normal inventory of goods and materials, at prices and on terms substantially consistent with current market conditions and prior operating practices; (d) 7.1.4. the books, records and accounts of the Company shall be maintained in the usual, regular and ordinary course of business on a basis consistent with prior practices and in accordance with GAAP; (e) 7.1.5. the Company shall use its best efforts to preserve its business organization, to preserve the good will of its suppliers, customers and others having business relations with the Company, and to retain the services of key employees and agents of the Company; (f) 7.1.6. except as it may terminate in accordance with the terms of this Agreement, the Company shall keep in full force and effect, and not cause a default of any of its obligations under, each of their contracts and commitments; (g) 7.1.7. the Company shall duly comply in all material respects with all laws applicable to it and to the conduct of its business; (h) 7.1.8. the Company shall not create, incur or assume any liability or indebtedness, except in the ordinary rdinary course of business consistent with past practices; (i) 7.1.9. other than as contemplated in this Agreement, the Company shall not apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of any shareholder or any Related Party; and (j) 7.1.10. the Company shall not take or omit to take any action which would render any of the representations or warranties untrue or misleading, or which would be a breach of any of the covenants.

CONDUCT OF BUSINESS OF THE COMPANY PENDING CLOSING. The Company covenants and agrees that between the date hereof and the Closing Date: 5.1. Business in the Ordinary Course. Except as set forth in Schedule 5.1, the business of the Company shall be conducted only in the ordinary course, and consistent with past practicepractices and trends. Without limiting the generality of the foregoingforegoing (and without implication that any of the following matters are outside of the ordinary course of business), and except as set forth in Schedule 5.1 or as otherwise approved in writing by BuyerParent: (a) Except for the transaction contemplated hereby, the Company shall not enter into any contract, agreement or other arrangement which would constitute a Material Contract, except for contracts to sell or supply goods or services to customers in the ordinary course of business at prices and on terms substantially consistent with the prior operating practices of the CompanyCompany or its business plans; (b) except for sales of personal property or non-exclusive licenses of technology in the ordinary course of its business, the Company shall not sell, assign, transfer, mortgage, convey, encumber or otherwise dispose of, or cause the sale, assignment, transfer, mortgage, conveyance, encumbrance or other disposition of any of the assets or properties of the Company or any interest therein; (c) the Company shall not acquire any material assets, except expenditures made in the ordinary course of business as reasonably necessary to enable the Company to conduct its normal business operations and to maintain its normal inventory of goods and materials, at prices and on terms substantially consistent with current market conditions and prior operating practicespractices of the Company or its business plans; (d) the Company shall maintain in full force and effect all insurance policies referred to in Section 3.17 hereof or other insurance equivalent thereto; (e) the books, records and accounts of the Company shall be maintained in the usual, regular and ordinary course of business on a basis consistent with prior practices and in accordance with GAAP; (ef) the Company shall use its best reasonable efforts to preserve its business organization, to preserve the good will of its suppliers, customers and others having business relations with the Company, and to retain the services of key employees and agents of the Company; (fg) except as it they may terminate in accordance with the terms of this Agreement, the Company shall use reasonable efforts to keep in full force and effect, and not cause use reasonable efforts to avoid a default of any of its obligations under, each of their contracts and commitmentsits Material Contracts; (gh) the Company shall duly comply in all material respects with all laws applicable to it and to the conduct of its business, the violation of which would have a material adverse effect on the Company; (hi) the Company shall not create, incur or assume any liability or indebtedness, except in the ordinary course of business consistent with past practicespractices or trends; (ij) the Company shall not make or commit to make any capital expenditures in excess of ten thousand dollars ($10,000) in the aggregate; and (k) other than as contemplated in this Agreement, and except for the payment of compensation to officers and employees of the Company, the Company shall not apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of any shareholder the Shareholders or any Related Party; and (j) the Company shall not take or omit to take any action which would render any of the representations or warranties untrue or misleading, or which would be a breach of any of the covenants.

CONDUCT OF BUSINESS OF THE COMPANY PENDING CLOSING. The Company covenants Shareholders covenant and agrees that agree that, except as may otherwise be provided herein, without the prior written consent of Apple South, between the date hereof and the Closing Datedate of the Closing: 5.17.1. Business in the Ordinary Course. Except as set forth in Schedule 5.1, Shareholders shall ensure that the business of the Company shall be Companies and Subsidiaries is conducted only in the ordinary course, course and consistent with past practiceits prior practices. Without limiting the generality of the foregoing, and except as set forth in Schedule 5.1 or as otherwise approved by Buyer: (a) Except for the transaction contemplated hereby, the Company shall not enter into any contract, agreement or other arrangement which would constitute a Material Contract, except for contracts to sell or supply goods or services to customers in the ordinary course of business at prices and on terms substantially consistent with the prior operating practices of the Company; (b) except for sales of personal property in the ordinary course of its businessbusiness and consistent with prior practices, the no Company nor any Subsidiary shall not sell, assign, transfer, convey, pledge, mortgage, conveyencumber, encumber or otherwise dispose of, or cause the sale, assignment, transfer, conveyance, pledge, mortgage, conveyanceencumbrance, encumbrance or other disposition of of, any of asset or property. (b) Each Company shall protect, preserve, and maintain all its assets in good condition, except for ordinary wear and tear; and shall use commercially reasonable efforts to maintain in full force and effect all insurance coverage described in the assets or properties of the Company or any interest therein;Disclosure Memorandum. (c) the Company shall not acquire any material assets, except expenditures made in the ordinary course of business as reasonably necessary to enable the Company to conduct its normal business operations and to maintain its normal inventory of goods and materials, at prices and on terms substantially consistent with current market conditions and prior operating practices; (d) the The books, records records, and accounts of the Company Companies shall be maintained in the usual, regular and ordinary course of business on a basis consistent with prior practices and in accordance with GAAP;. (ed) the Company The Companies shall use its best efforts their commercially reasonable efforts, and shall cause the Subsidiaries to preserve its business organizationuse respective commercially reasonable efforts, to preserve their business and assets, including, without limitation, the good will Company Contracts (subject to any expiration date contained in any such Company Contract), and the goodwill of its suppliers, customers customers, and others having business relations with the Companythem which relate to their business, and subject to existing performance standards applied by the Companies and Subsidiaries, to retain the services of key employees the employees, agents, and agents contractors of Companies and Subsidiaries. (e) The Companies and Subsidiaries shall continue to replenish inventories in the Company;ordinary course and consistent with prior practices. (f) except Shareholders and Companies shall not take, or agree to take, any action that would make any representation or warranty of them contained herein, untrue, incorrect, or misleading in any material respect as it may terminate in accordance with of the terms of this Agreementdate when made or at any time through Closing, the Company shall keep in full force and effect, and not or that would cause a default of any covenant by them or any of its obligations under, each of their contracts and commitments; (g) the Company shall duly comply them contained herein not to be fulfilled in all any material respects with all laws applicable to it and to the conduct of its business; (h) the Company shall not create, incur or assume any liability or indebtedness, except in the ordinary course of business consistent with past practices; (i) other than as contemplated in this Agreement, the Company shall not apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of any shareholder or any Related Party; and (j) the Company shall not take or omit to take any action which would render any of the representations or warranties untrue or misleading, or which would be a breach of any of the covenantsrespect.

CONDUCT OF BUSINESS OF THE COMPANY PENDING CLOSING. The Company covenants and agrees that between the date hereof and the Closing Date: 5.1. Business in the Ordinary Course. Except as set forth in Schedule 5.1the SEC Documents, the business of the Company shall be conducted only in the ordinary course, and consistent with past practice. Without limiting the generality of the foregoing, and except as set forth in Schedule 5.1 the SEC Documents or as otherwise approved by Buyer: (a) Except for the transaction contemplated hereby, the Company shall not enter into any contract, agreement or other arrangement which would constitute a Material Contract, except for contracts to sell or supply goods or services to customers in the ordinary course of business at prices and on terms substantially consistent with the prior operating practices of the Company; (b) except for sales of personal property in the ordinary course of its business, the Company shall not sell, assign, transfer, mortgage, convey, encumber or otherwise dispose of, or cause the sale, assignment, transfer, mortgage, conveyance, encumbrance or other disposition of any of the assets or properties of the Company or any interest therein; (c) the Company shall not acquire any material assets, except expenditures made in the ordinary course of business as reasonably necessary to enable the Company to conduct its normal business operations and to maintain its normal inventory of goods and materials, at prices and on terms substantially consistent with current market conditions and prior operating practices; (d) the books, records and accounts of the Company shall be maintained in the usual, regular and ordinary course of business on a basis consistent with prior practices and in accordance with GAAP; (e) the Company shall use its best efforts to preserve its business organization, to preserve the good will of its suppliers, customers and others having business relations with the Company, and to retain the services of key employees and agents of the Company; (f) except as it may terminate in accordance with the terms of this Agreement, the Company shall keep in full force and effect, and not cause a default of any of its obligations under, each of their contracts and commitments; (g) the Company shall duly comply in all material respects with all laws applicable to it and to the conduct of its business; (h) the Company shall not create, incur or assume any liability or indebtedness, except in the ordinary course of business consistent with past practices; (i) other than as contemplated in this Agreement, the Company shall not apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of any shareholder or any Related Party; and (j) the Company shall not take or omit to take any action which would render any of the representations or warranties untrue or misleading, or which would be a breach of any of the covenants.

CONDUCT OF BUSINESS OF THE COMPANY PENDING CLOSING. The Company covenants and agrees the Shareholders covenant and agree that between the date hereof and the Closing Date: 5.1. Business in the Ordinary Course. Except as set forth in Schedule 5.1, the business of the Company shall be conducted only in the ordinary course, and consistent with past practice. Without limiting the generality of the foregoing, and except as set forth in Schedule 5.1 or as otherwise approved in writing by BuyerParent: (a) Except for the transaction contemplated hereby, 5.1.1.1. the Company shall not enter into any contract, agreement or other arrangement which would constitute entail the receipt or expenditure of ten thousand dollars ($10,000) or more (each a "Material Contract"), except for contracts to sell or supply goods or services to customers in the ordinary course of business at prices and on terms substantially consistent with the prior operating practices of the Company; (b) 5.1.1.2. except for sales of personal property in the ordinary course of its business, the Company shall not sell, assign, transfer, mortgage, convey, encumber or otherwise dispose of, or cause the sale, assignment, transfer, mortgage, conveyance, encumbrance or other disposition of any of the assets or properties of the Company or any interest therein; (c) 5.1.1.3. the Company shall not acquire any material assets, except expenditures made in the ordinary course of business as reasonably necessary to enable the Company to conduct its normal business operations and to maintain its normal inventory of goods and materials, at prices and on terms substantially consistent with current market conditions and prior operating practices; (d) 5.1.1.4. the Company shall maintain in full force and effect all insurance policies referred to in Section 3.17 hereof or other insurance equivalent thereto; 5.1.1.5. the books, records and accounts of the Company shall be maintained in the usual, regular and ordinary course of business on a basis consistent with prior practices and in accordance with GAAP; (e) 5.1.1.6. the Company shall use its reasonable best efforts to preserve its business organization, to preserve the good will of its suppliers, customers and others having business relations with the Company, and to retain the services of key employees and agents of the CompanyCompany after the Closing Date on terms acceptable to Parent; (f) 5.1.1.7. except as it they may terminate in accordance with the terms of this Agreement, the Company shall keep in full force and effect, and not cause a default of any of its obligations under, each of their contracts and commitmentsits Material Contracts; (g) 5.1.1.8. the Company shall duly comply in all material respects with all laws applicable to it and to the conduct of its business; (h) 5.1.1.9. the Company shall not create, incur or assume any liability or indebtedness, except in the ordinary course of business consistent with past practices; 5.1.1.10. the Company shall not make or commit to make any capital expenditures in excess of ten thousand dollars (i$10,000) in the aggregate; 5.1.1.11. other than as contemplated in this Agreement, the Company shall not apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of any shareholder the Shareholder or any Related Party; and (j) 5.1.1.12. neither the Company nor the Shareholders shall not take or omit to take any action which would render any of the Shareholders' representations or warranties untrue or misleading, or which would be a breach of any of the Shareholders' covenants.

CONDUCT OF BUSINESS OF THE COMPANY PENDING CLOSING. The Company covenants and agrees that between the date hereof and the Closing Date: 5.1. 7.1 Business in the Ordinary Course. Except as set forth in Schedule 5.1the SEC Documents, the business of the Company shall be conducted only in the ordinary course, and consistent with past practice. Without limiting the generality of the foregoing, and except as set forth in Schedule 5.1 the SEC Documents or as otherwise approved by Buyerthe Buyers: (a) Except for the transaction contemplated hereby, the Company shall not enter into any contract, agreement or other arrangement which would constitute a Material Contract, except for contracts to sell or supply goods or services to customers in the ordinary course of business at prices and on terms substantially consistent with the prior operating practices of the Company; (b) except for sales of personal property in the ordinary course of its business, the Company shall not sell, assign, transfer, mortgage, convey, encumber or otherwise dispose of, or cause the sale, assignment, transfer, mortgage, conveyance, encumbrance or other disposition of any of the assets or properties of the Company or any interest therein; (c) the Company shall not acquire any material assets, except expenditures made in the ordinary course of business as reasonably necessary to enable the Company to conduct its normal business operations and to maintain its normal inventory of goods and materials, at prices and on terms substantially consistent with current market conditions and prior operating practices; (d) the books, records and accounts of the Company shall be maintained in the usual, regular and ordinary course of business on a basis consistent with prior practices and in accordance with GAAP; (e) the Company shall use its best efforts to preserve its business organization, to preserve the good will of its suppliers, customers and others having business relations with the Company, and to retain the services of key employees and agents of the Company; (f) except as it may terminate in accordance with the terms of this Agreement, the Company shall keep in full force and effect, and not cause a default of any of its obligations under, each of their contracts and commitments; (g) the Company shall duly comply in all material respects with all laws applicable to it and to the conduct of its business; (h) the Company shall not create, incur or assume any liability or indebtedness, except in the ordinary course of business consistent with past practices; (i) other than as contemplated in this Agreement, the Company shall not apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of any shareholder or any Related Party; and (j) the Company shall not take or omit to take any action which would render any of the representations or warranties untrue or misleading, or which would be a breach of any of the covenants.

CONDUCT OF BUSINESS OF THE COMPANY PENDING CLOSING. The Company covenants and agrees the Shareholders covenant and agree that between the date hereof and the Closing Date: 5.1. Business in the Ordinary Course. Except as set forth in Schedule 5.1, the business of the Company shall be conducted only in the ordinary course, and consistent with past practice. Without limiting the generality of the foregoing, and except as set forth in Schedule 5.1 or as otherwise approved in writing by BuyerParent: (a) Except for the transaction contemplated hereby, the Company shall not enter into any contract, agreement or other arrangement which would constitute a Material Contract, except for contracts to sell or supply goods or services to customers in the ordinary course of business at prices and on terms substantially consistent with the prior operating practices of the Company; (b) except for sales of personal property in the ordinary course of its business, the Company shall not sell, assign, transfer, mortgage, convey, encumber or otherwise dispose of, or cause the sale, assignment, transfer, mortgage, conveyance, encumbrance or other disposition of any of the assets or properties of the Company or any interest therein; (c) the Company shall not acquire any material assets, except expenditures made in the ordinary course of business as reasonably necessary to enable the Company to conduct its normal business operations and to maintain its normal inventory of goods and materials, at prices and on terms substantially consistent with current market conditions and prior operating practices; (d) the Company shall maintain in full force and effect all insurance policies referred to in Section 3.17 hereof or other insurance equivalent thereto; (e) the books, records and accounts of the Company shall be maintained in the usual, regular and ordinary course of business on a basis consistent with prior practices and in accordance with GAAP; (ef) the Company shall use its best efforts to preserve its business organization, to preserve the good will of its suppliers, customers and others having business relations with the Company, and to retain the services of key employees and agents of the CompanyCompany after the Closing Date on terms acceptable to Parent; (fg) except as it they may terminate in accordance with the terms of this Agreement, the Company shall keep in full force and effect, and not cause a default of any of its obligations under, each of their its contracts and commitments; (gh) the Company shall duly comply in all material respects with all laws applicable to it and to the conduct of its business; (hi) the Company shall not create, incur or assume any liability or indebtedness, except in the ordinary course of business consistent with past practices; (ij) the Company shall not make or commit to make any capital expenditures in excess of ten thousand dollars ($10,000) in the aggregate; (k) other than as contemplated in this Agreement, the Company shall not apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of any shareholder the Shareholder or any Related Party; and (jl) neither the Company nor the Shareholders shall not take or omit to take any action which would render any of the Shareholders' representations or warranties untrue or misleading, or which would be a breach of any of the Shareholders' covenants.