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

Conduct of Business of the Seller. During the period from the date hereof to the Closing Date, except as (x) contemplated or permitted by this Agreement or (y) otherwise consented to by the Buyer, Trucking or the Buyer's Parent in writing (which consent shall not be unreasonably withheld with respect to capital expenditures designed to expand the Business), the Seller will, and the Shareholder will cause the Seller to: (a) conduct the Business in the usual, regular and ordinary course, in substantially the same manner as conducted before the date of this Agreement; (b) pay accounts payable in a manner consistent with past practice and pay other obligations when they become due and payable in the ordinary course of business (except for any accounts payable or other obligations disputed in good faith); (c) perform in all material respects its obligations under the Contracts; (d) maintain its books of account and records in a manner consistent with prior practice; (e) comply in all respects with all Applicable Laws; (f) not merge or consolidate with (or agree to merge or consolidate with), buy substantially all of the assets of, or otherwise acquire a business, corporation, partnership, association or other business organization or division; (g) not incur any indebtedness for borrowed money or agree to cancel debts owing, except in the ordinary course of business consistent with prior practice; (h) not incur any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities for trade or business obligations incurred in connection with the purchase of goods or services in the ordinary course of business consistent with prior practice; (i) not discharge or satisfy any Lien other than those required to be discharged or satisfied, or pay any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, other than current liabilities shown on the June 30 Balance Sheet and current liabilities incurred after June 30, 2002 in the ordinary course of business consistent with prior practice; (j) not sell, transfer, lease to others or otherwise dispose of any of its property or assets (except for inventory sold in the ordinary course of business); (k) not assign, mortgage, pledge or otherwise subject to Lien, any property or assets, whether tangible or intangible; (l) not forgive, cancel or compromise any material debt or claim, or waive or release any material right; (m) not enter into, terminate, modify or breach any Contract, Lease or other agreement or commitment; (n) not transfer or grant any rights or licenses under, or enter into any settlement regarding the breach or infringement of, any Intellectual Property, or modify any existing rights with respect thereto; (o) not make any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or pay or agree or orally promise to pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of any shareholder, director, officer, employee, salesman, distributor or agent of the Seller; (p) not make any cash distributions to (i) the Shareholder, his spouse or widow, children, any trust established primarily for the benefit of any of the foregoing Persons, (ii) any of the officers or directors of the Seller (iii) or any Affiliate of any of the foregoing Persons; (q) replenish its inventories and supplies in a normal and customary manner consistent with its prior practice and prudent business practices prevailing in the catfish processing and distribution industry, not make any purchase commitment in excess of the normal, ordinary and usual requirements of the Business or at any price in excess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry, and not make any change in its selling, pricing, advertising or personnel practices inconsistent with its prior practice and prudent business practices prevailing in the industry; (i) not purchase or make a commitment to purchase at a premium above the market price (applied consistently to other vendors) any amount of Glover Catfish in excess of an average amount of 350,000 pounds per xxlendar month; (ii) not increase the purchase price at which Glover Catfish has been purchased prior to the date of this Agrexxxxx; and (iii) not purchase any Glover Catfish that does not meet the quality standards that havx xxxx consistently applied by the Seller to other vendors prior to the date of this Agreement; (s) not make any capital expenditures or capital additions or improvements in excess of an aggregate of $100,000; (t) not institute, settle or agree to settle any litigation, action or proceeding before any court or Governmental Authority relating to the Business, the Acquired Assets or the Assumed Liabilities (other than in the ordinary course of business consistent with past practices, but in each case not involving amounts in excess of $100,000); (u) not make any material changes in policies or practices relating to selling practices, returns, discounts or other terms of sale or accounting therefor or in policies of employment; (v) use best efforts to keep in full force and effect insurance, including product liability insurance, comparable in amount and scope of coverage to insurance now carried in connection with the Business.

Conduct of Business of the Seller. During the period from the date hereof to of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date, the Seller agrees to operate the business of the Seller, except to the extent that Buyer shall otherwise consent in writing, in the usual, regular and ordinary course in substantially the same manner as (x) heretofore conducted, to pay the debts and Taxes of the Seller when due, to pay or perform other obligations when due, and use its commercially reasonable efforts to preserve intact the Seller’s present business organizations, keep available the services of the Seller’s present officers and key employees and preserve the Seller’s relationships with content owners, online music stores and others having business dealings with it, all with the goal of preserving unimpaired the Seller’s goodwill and ongoing businesses at the Closing Date. The Seller shall promptly notify Buyer of any material event or occurrence not in the ordinary course of business of the Seller. Except as expressly contemplated or permitted by this Agreement Agreement, or (y) otherwise consented for the purpose of acquiring digital rights to by music content, the BuyerSeller shall not, Trucking or without the Buyer's Parent in writing prior written consent of Buyer (which consent shall not be unreasonably withheld with respect to capital expenditures designed to expand the Business)withheld, the Seller will, and the Shareholder will cause the Seller to:conditioned or delayed): (a) conduct the Business make any expenditures, other than for legal expenses, payroll, payroll taxes, benefits and rent in the usual, regular ordinary course of the business and ordinary course, in substantially the same manner as conducted before the date of this Agreementconsistent with past practices; (b) pay accounts payable in a manner consistent with past practice and pay sell, license or transfer to any person or entity any rights to any music content other obligations when they become due and payable than for the sale and/or distribution of the Seller’s music content in the ordinary course of business (except for any accounts payable or other obligations disputed in good faith)the Seller’s business; (c) perform in all enter into or amend (or agree to amend), or violate the terms of, any material respects its obligations under the ContractsContract; (d) maintain its books of account and records in a manner consistent with prior practicecommence or settle any litigation; (e) comply declare, set aside, or pay any dividends on or make any other distributions (whether in all respects with all Applicable Lawscash, membership interest or property) in respect of any Seller’s membership interest, or split, combine or reclassify any Seller’s membership interest or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any of Seller’s membership interest, or repurchase, redeem or otherwise acquire, directly or indirectly, any of Seller’s membership interest (or options, warrants or other rights exercisable therefor); (f) not merge issue, grant, deliver or consolidate with sell or authorize or propose the issuance, grant, delivery or sale of, or purchase or propose the purchase of, any membership interest of the Seller or any securities convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue or purchase any such shares or other convertible securities; (g) cause or permit any amendments to Seller’s operating agreement; (h) acquire or agree to merge acquire by merging or consolidate consolidating with), buy substantially all of the or by purchasing any assets or equity securities of, or otherwise acquire a businessby any other manner, any business or any corporation, partnership, association or other business organization or division; (g) not incur any indebtedness for borrowed money division thereof, or otherwise acquire or agree to cancel debts owingacquire any assets which are material, except individually or in the ordinary course of business consistent with prior practice; (h) not incur any obligation or liabilityaggregate, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities for trade or business obligations incurred in connection with the purchase of goods or services in the ordinary course of business consistent with prior practiceAcquired Assets; (i) not discharge or satisfy any Lien other than those required to be discharged or satisfied, or pay any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, other than current liabilities shown on the June 30 Balance Sheet and current liabilities incurred after June 30, 2002 in the ordinary course of business consistent with prior practice; (j) not sell, transferlease, lease to others license or otherwise dispose of any of the Acquired Assets, except that the Seller may offer its property or assets (except music content for inventory sold digital download in the ordinary course of business); (j) incur any indebtedness or guarantee any indebtedness or issue or sell any debt securities or guarantee any debt securities of others; (k) not assign, mortgage, pledge grant any loans to others or otherwise subject to Lien, purchase debt securities of others or amend the terms of any property or assets, whether tangible or intangibleoutstanding loan agreement; (l) not forgivegrant any severance or termination pay (in cash or otherwise) to any Employee, cancel or compromise including any material debt or claimofficer, or waive or release any material rightexcept payments made pursuant to standard written agreements outstanding on the date hereof; (m) not enter into, terminate, modify adopt or breach amend any Contract, Lease option plan or other agreement or commitmentemployee severance plan; (n) not transfer or grant any rights or licenses under, or enter into any settlement regarding the breach or infringement of, any Intellectual Property, or modify any existing rights with respect thereto; (o) not make any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or pay or agree or orally promise to pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of any shareholder, director, officer, employee, salesman, distributor or agent of the Seller; (p) not make any cash distributions to (i) the Shareholder, his spouse or widow, children, any trust established primarily for the benefit of revalue any of its assets (whether tangible or intangible), including writing down the foregoing Persons, (ii) any value of the officers inventory or directors of the Seller (iii) writing off notes or any Affiliate of any of the foregoing Persons; (q) replenish its inventories and supplies in a normal and customary manner consistent with its prior practice and prudent business practices prevailing in the catfish processing and distribution industry, not make any purchase commitment in excess of the normal, ordinary and usual requirements of the Business or at any price in excess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry, and not make any change in its selling, pricing, advertising or personnel practices inconsistent with its prior practice and prudent business practices prevailing in the industry; (i) not purchase or make a commitment to purchase at a premium above the market price (applied consistently to other vendors) any amount of Glover Catfish in excess of an average amount of 350,000 pounds per xxlendar month; (ii) not increase the purchase price at which Glover Catfish has been purchased prior to the date of this Agrexxxxx; and (iii) not purchase any Glover Catfish that does not meet the quality standards that havx xxxx consistently applied by the Seller to other vendors prior to the date of this Agreement; (s) not make any capital expenditures or capital additions or improvements in excess of an aggregate of $100,000; (t) not institute, settle or agree to settle any litigation, action or proceeding before any court or Governmental Authority relating to the Business, the Acquired Assets or the Assumed Liabilities (accounts receivable other than in the ordinary course of business consistent with past practices, but in each case not involving amounts in excess of $100,000)business; (uo) not make or change any material changes election in policies respect of Taxes, adopt or practices relating change any accounting method in respect of Taxes, enter into any closing agreement, settle any claim or assessment in respect of Taxes, or consent to selling practicesany extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, returns, discounts or other terms of sale or accounting therefor or in policies of employmentexcept as otherwise required by law; (vp) use best efforts enter into any material licensing, distribution, joint venture, strategic alliance or joint marketing or any similar arrangement or agreement, except that the Seller may make its music content available for digital download; or (q) take, or agree in writing or otherwise to keep take, any of the actions described in full force Sections 5.1(a) through 5.1(p), or any other action that would (i) prevent the Seller from performing, or cause the Seller not to perform, its covenants hereunder or (ii) cause or result in any of its representations and effect insurance, including product liability insurance, comparable in amount and scope of coverage to insurance now carried in connection with the Businesswarranties contained herein being untrue or incorrect.

Conduct of Business of the Seller. During Except as otherwise contemplated by this Agreement, during the period from the date hereof of this Agreement to the Closing Date, except as (x) contemplated or permitted by this Agreement or (y) otherwise consented to by the Buyer, Trucking or the Buyer's Parent in writing (which consent shall not be unreasonably withheld with respect to capital expenditures designed to expand the Business)Effective Time, the Seller will, and the Shareholder will cause the Nonwovens Subsidiaries to, (1) conduct the Nonwovens Business only in the ordinary and usual course of business consistent with past practice, (2) use its reasonable best efforts to preserve intact all rights, privileges, franchises and other authority adequate for the conduct of the Nonwovens Business as currently conducted, (3) keep available the services of the Nonwovens Employees who are directors, managers or vice presidents, and (4) use its best efforts to maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, customers and others having significant business relationships with the Nonwovens Business. Without limiting the generality of the foregoing and, except as otherwise expressly provided in this Agreement, prior to the Effective Time without the prior written consent of the Buyer which will not be unreasonably withheld or delayed the Seller will not permit either the Nonwovens Business or any Nonwovens Subsidiary to: (a) conduct the Business (i) create, incur or assume any long-term debt (including obligations in the usual, regular and ordinary course, in substantially the same manner as conducted before the date respect of this Agreement; (b) pay accounts payable in a manner consistent with past practice and pay other obligations when they become due and payable in the ordinary course of business (except for any accounts payable or other obligations disputed in good faith); (c) perform in all material respects its obligations under the Contracts; (d) maintain its books of account and records in a manner consistent with prior practice; (e) comply in all respects with all Applicable Laws; (f) not merge or consolidate with (or agree to merge or consolidate withcapital leases), buy substantially all of the assets of, or otherwise acquire a business, corporation, partnership, association or other business organization or division; (g) not incur any indebtedness for borrowed money or agree to cancel debts owingor, except in the ordinary course of business consistent with prior practice; past practice of the Nonwovens Business under existing lines of credit, create, incur or assume any short-term debt if, in either such case, such long-term debt or short-term debt, would constitute a Nonwovens Liability; (hii) not incur any obligation assume, guarantee, endorse or liabilityotherwise become liable or responsible (whether directly, absolute, accrued, contingent contingently or otherwise) for the obligations of any other person if such assumption, whether due guarantee, endorsement or to become due, except current liabilities for trade or business obligations incurred in connection with other liability would constitute a Nonwovens Liability; provided that the purchase of goods or services Nonwovens Subsidiaries may endorse negotiable instruments in the ordinary course of business the Nonwovens Business consistent with prior past practice; (b) (i) not discharge or satisfy increase in any Lien other than those required to be discharged or satisfiedmanner the compensation of any of the Nonwovens Employees, or pay any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, other than current liabilities shown on the June 30 Balance Sheet and current liabilities incurred after June 30, 2002 except such increases as are granted in the ordinary course of business consistent the Nonwovens Business in accordance with prior practiceits customary practices (which shall include normal periodic performance reviews and related compensation and benefit increases but not any general across-the-board increases); (ii) pay or agree to pay any pension, retirement allowance or other employee benefit not required by any existing Plan; or (iii) commit itself to any additional Plans or, except as otherwise expressly required or permitted by Article VI, to amend or terminate any of such Plans or any of such agreements in existence on the date hereof; (jc) not permit any of its current insurance (or reinsurance) policies to be cancelled or terminated or any of the coverage thereunder to lapse if such policy covers Nonwovens Assets or insures risks, contingencies or liabilities which could result in a Nonwovens Liability, unless simultaneously with such termination, cancellation or lapse, replacement policies providing coverage equal to or greater than the coverage remaining under those cancelled, terminated or lapsed are in full force and effect (it being understood that there shall be no obligation to extend such insurance policies after the Effective Time); (d) except in the ordinary course of the Nonwovens Business consistent with past practice, (i) sell, transfer, lease or otherwise dispose of or agree to others sell, transfer, or otherwise dispose of, any Nonwovens Assets which have a sales price in excess of $50,000, individually or in the aggregate, or (ii) mortgage, pledge or otherwise encumber any Nonwovens Assets except for such mortgages or encumbrances which constitute Permitted Exceptions; (e) sell, transfer, license or otherwise dispose of, or agree to sell, transfer, license or otherwise dispose of any of its property the Nonwovens Intellectual Property; (f) enter into any agreements, commitments or assets (contracts relating to the Nonwovens Business, except for inventory sold agreements, commitments or contracts made in the ordinary course of business)the Nonwovens Business consistent with past practice; (kg) not assignvoluntarily consent to the termination of, mortgage, pledge or otherwise subject to Lienterminate by its own actions, any property Nonwovens Contract or assetsNonwovens Lease by any other party thereto, whether tangible or intangiblevoluntarily withdraw any application for any Nonwovens Intellectual Property; (lh) not forgive, cancel or compromise any material debt or claim, or waive or release any material right; (m) not enter into, terminate, modify or breach any Contract, Lease or other agreement or commitment; (n) not transfer or grant any rights or licenses under, or enter into any settlement regarding the breach or infringement of, any Intellectual Property, or modify any existing rights with respect thereto; (o) not make any change capital expenditures of $400,000 or more other than as contemplated by the Dexter Nonwovens Capital Plan, a copy of which is attached as Schedule 5.1(h), individually or in the rate of compensationaggregate, commission, bonus or other direct or indirect remuneration payable, or pay or agree or orally promise to pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of any shareholder, director, officer, employee, salesman, distributor or agent without the prior written consent of the Seller; (p) not make any cash distributions to (i) the Shareholder, his spouse or widow, children, any trust established primarily for the benefit of any of the foregoing Persons, (ii) any of the officers or directors of the Seller (iii) or any Affiliate of any of the foregoing Persons; (q) replenish its inventories and supplies in a normal and customary manner consistent with its prior practice and prudent business practices prevailing in the catfish processing and distribution industry, not make any purchase commitment in excess of the normal, ordinary and usual requirements of the Business or at any price in excess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry, and not make any change in its selling, pricing, advertising or personnel practices inconsistent with its prior practice and prudent business practices prevailing in the industryBuyer; (i) amend its charter documents in a manner that adversely affects the transactions contemplated hereby; (j) change the accounting principles used in connection with the Nonwovens Business unless required by GAAP; and (k) enter into any agreement, contract, commitment, understanding undertaking or arrangement to do any of the foregoing. Notwithstanding the provisions of the Section 5.1, nothing in this Agreement shall be construed or interpreted to prevent the Seller or any Nonwovens Subsidiary from (i) paying or making regular or special dividends or other distributions consisting of cash, marketable securities or property that is not purchase a Nonwovens Asset or make a commitment to purchase at a premium above the market price (applied consistently to other vendors) any amount of Glover Catfish in excess of an average amount of 350,000 pounds per xxlendar monthcombination thereof; (ii) not increase the purchase price at which Glover Catfish has been purchased prior to the date of this Agrexxxxx; and making, accepting or settling intercompany loans or advances or (iii) not purchase engaging in any Glover Catfish that does not meet other transaction incident to the quality standards that havx xxxx consistently applied by normal cash management procedures of the Seller to other vendors prior to the date of this Agreement; (s) not make any capital expenditures and its subsidiaries, including short-term investments in time-deposits, certificates or capital additions or improvements in excess of an aggregate of $100,000; (t) not institute, settle or agree to settle any litigation, action or proceeding before any court or Governmental Authority relating to the Business, the Acquired Assets or the Assumed Liabilities (other than deposit and banker's acceptances made in the ordinary course of business consistent with past practices, but in each case not involving amounts in excess of $100,000); (u) not make any material changes in policies or practices relating to selling practices, returns, discounts or other terms of sale or accounting therefor or in policies of employment; (v) use best efforts to keep in full force and effect insurance, including product liability insurance, comparable in amount and scope of coverage to insurance now carried in connection with the Nonwovens Business.

Conduct of Business of the Seller. During With respect to the Business and the Purchased Assets, during the period from the date hereof of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to the Closing Date, except as (x) contemplated or permitted by this Agreement or (y) otherwise consented to by the Buyer, Trucking or the Buyer's Parent in writing (which consent shall not be unreasonably withheld with respect to capital expenditures designed to expand the Business), the Seller will, terms hereof and the Shareholder will cause the Seller toClosing: (a) the Seller shall conduct the Business solely in the usual, regular and ordinary course, course in substantially the same manner as heretofore conducted before (except to the date of extent expressly provided otherwise in this AgreementAgreement or as consented to in writing by Purchaser) and in compliance with all applicable Legal Requirements; (b) the Seller shall (i) pay accounts payable in a manner all of its debts and all Taxes when due, subject to good faith disputes over such debts or Taxes, (ii) pay or perform its other obligations when due, (iii) use commercially reasonable efforts consistent with past practice and pay other obligations policies to collect accounts receivable when they become due and payable in the ordinary course not extend credit outside of business (except for any accounts payable or other obligations disputed in good faith); (c) perform in all material respects its obligations under the Contracts; (d) maintain its books of account and records in a manner consistent with prior practice; (e) comply in all respects with all Applicable Laws; (f) not merge or consolidate with (or agree to merge or consolidate with), buy substantially all of the assets of, or otherwise acquire a business, corporation, partnership, association or other business organization or division; (g) not incur any indebtedness for borrowed money or agree to cancel debts owing, except in the ordinary course of business consistent with prior practice; (h) not incur any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities for trade or business obligations incurred in connection with the purchase of goods or services in the ordinary course of business consistent with prior practice; (i) not discharge or satisfy any Lien other than those required to be discharged or satisfied, or pay any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, other than current liabilities shown on the June 30 Balance Sheet and current liabilities incurred after June 30, 2002 in the ordinary course of business consistent with prior practice; (j) not sell, transfer, lease to others or otherwise dispose of any of its property or assets (except for inventory sold in the ordinary course of business); (k) not assign, mortgage, pledge or otherwise subject to Lien, any property or assets, whether tangible or intangible; (l) not forgive, cancel or compromise any material debt or claim, or waive or release any material right; (m) not enter into, terminate, modify or breach any Contract, Lease or other agreement or commitment; (n) not transfer or grant any rights or licenses under, or enter into any settlement regarding the breach or infringement of, any Intellectual Property, or modify any existing rights with respect thereto; (o) not make any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or pay or agree or orally promise to pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of any shareholder, director, officer, employee, salesman, distributor or agent of the Seller; (p) not make any cash distributions to (i) the Shareholder, his spouse or widow, children, any trust established primarily for the benefit of any of the foregoing Persons, (ii) any of the officers or directors of the Seller (iii) or any Affiliate of any of the foregoing Persons; (q) replenish its inventories and supplies in a normal and customary manner consistent with its prior practice and prudent business practices prevailing in the catfish processing and distribution industry, not make any purchase commitment in excess of the normal, ordinary and usual requirements of the Business or at any price in excess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry, and not make any change in its selling, pricing, advertising or personnel practices inconsistent with its prior practice and prudent business practices prevailing in the industry; (i) not purchase or make a commitment to purchase at a premium above the market price (applied consistently to other vendors) any amount of Glover Catfish in excess of an average amount of 350,000 pounds per xxlendar month; (ii) not increase the purchase price at which Glover Catfish has been purchased prior to the date of this Agrexxxxx; and (iii) not purchase any Glover Catfish that does not meet the quality standards that havx xxxx consistently applied by the Seller to other vendors prior to the date of this Agreement; (s) not make any capital expenditures or capital additions or improvements in excess of an aggregate of $100,000; (t) not institute, settle or agree to settle any litigation, action or proceeding before any court or Governmental Authority relating to the Business, the Acquired Assets or the Assumed Liabilities (other than in the ordinary course of business consistent with past practices, but (iv) sell Company Products consistent with past practices as to license, service and maintenance terms, incentive programs, and in each case not involving amounts in excess of $100,000); (u) not make any material changes in policies or practices relating accordance with GAAP requirements as to selling practices, returns, discounts or other terms of sale or accounting therefor or in policies of employment; revenue recognition and (v) use best its commercially reasonable efforts consistent with past practice and policies to preserve intact its present business organizations, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing businesses shall be unimpaired at the Closing; (c) the Seller shall promptly notify the Purchaser of any change, occurrence or event not in full force the ordinary course of its business, or of any change, occurrence or event which, individually or in the aggregate with any other changes, occurrences and effect insuranceevents, including product liability insurancewould reasonably be expected to cause any of the conditions to Closing set forth in Section 3.1 not to be satisfied; (d) the Seller shall assure that each of its Contracts (other than with Purchaser) entered into after the date of this Agreement will not require the procurement of any consent, comparable waiver or novation or provide for any change in amount and scope the obligations of coverage to insurance now carried any party in connection with with, or terminate as a result of the Businessconsummation of the transactions contemplated by this Agreement, and shall give reasonable advance notice to Purchaser prior to allowing any material Contract to lapse or terminate by its terms.

Conduct of Business of the Seller. During Except as contemplated by this Agreement or disclosed in the Disclosure Schedule, during the period from the date hereof of this Agreement to the Closing Date, the Seller will conduct its operations according to its ordinary and usual course of business and consistent with past practice. Without limiting the generality of the foregoing, and except as (x) contemplated or permitted by otherwise expressly provided in this Agreement or (y) otherwise consented to by disclosed in the Buyer, Trucking or the Buyer's Parent in writing (which consent shall not be unreasonably withheld with respect to capital expenditures designed to expand the Business)Disclosure Schedule, the Seller willwill not, and prior to the Shareholder will cause Closing Date, without the Seller to: prior written consent of Purchaser (a) conduct authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into an agreement in principle or an agreement with respect to, any merger, consolidation or business combination (other than the Business in the usual, regular and ordinary course, in substantially the same manner as conducted before the date of this Agreement; (b) pay accounts payable in a manner consistent with past practice and pay other obligations when they become due and payable in the ordinary course of business (except for any accounts payable or other obligations disputed in good faith); (c) perform in all material respects its obligations under the Contracts; (d) maintain its books of account and records in a manner consistent with prior practice; (e) comply in all respects with all Applicable Laws; (f) not merge or consolidate with (or agree to merge or consolidate withsale hereby), buy substantially all any acquisition of the a material amount of assets ofor securities, any disposition of a material amount of assets or securities or any material change in its capitalization, or otherwise acquire any entry into a business, corporation, partnership, association material contract or other business organization any release or division; (g) not incur any indebtedness for borrowed money or agree to cancel debts owing, except in the ordinary course of business consistent with prior practice; (h) not incur any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities for trade or business obligations incurred in connection with the purchase of goods or services in the ordinary course of business consistent with prior practice; (i) not discharge or satisfy any Lien other than those required to be discharged or satisfied, or pay any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, other than current liabilities shown on the June 30 Balance Sheet and current liabilities incurred after June 30, 2002 in the ordinary course of business consistent with prior practice; (j) not sell, transfer, lease to others or otherwise dispose relinquishment of any of its property or assets (except for inventory sold material contract rights, not in the ordinary course of business); ; (kb) not assign, mortgage, pledge propose or otherwise subject adopt any amendments to Lien, any property its charter or assets, whether tangible or intangible; by-laws; (lc) not forgive, cancel or compromise any material debt or claim, or waive or release any material right; (m) not enter into, assign or terminate, modify or breach amend in any Contract, Lease or other agreement or commitment; (n) not transfer or grant any rights or licenses under, or enter into any settlement regarding the breach or infringement ofmaterial respect, any Intellectual Property, or modify any existing rights with respect thereto; (o) not make any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or pay or agree or orally promise to pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of any shareholder, director, officer, employee, salesman, distributor or agent of the Seller; (p) not make any cash distributions to (i) the Shareholder, his spouse or widow, children, any trust established primarily for the benefit of any of the foregoing Persons, (ii) any of the officers or directors of the Seller (iii) or any Affiliate of any of the foregoing Persons; (q) replenish its inventories and supplies in a normal and customary manner consistent with its prior practice and prudent business practices prevailing in the catfish processing and distribution industry, not make any purchase commitment in excess of the normal, ordinary and usual requirements of the Business or at any price in excess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry, and not make any change in its selling, pricing, advertising or personnel practices inconsistent with its prior practice and prudent business practices prevailing in the industry; (i) not purchase or make a commitment to purchase at a premium above the market price (applied consistently to other vendors) any amount of Glover Catfish in excess of an average amount of 350,000 pounds per xxlendar month; (ii) not increase the purchase price at which Glover Catfish has been purchased prior to the date of this Agrexxxxx; and (iii) not purchase any Glover Catfish that does not meet the quality standards that havx xxxx consistently applied by the Seller to other vendors prior to the date of this Agreement; (s) not make any capital expenditures or capital additions or improvements in excess of an aggregate of $100,000; (t) not institute, settle or agree to settle any litigation, action or proceeding before any court or Governmental Authority relating to the Business, the Acquired Assets or the Assumed Liabilities (Contract other than in the ordinary course of business consistent with past practicesbusiness; (d) acquire, but in each case not involving amounts in excess dispose of, encumber or relinquish any material asset; (e) waive, compromise or settle any right or claim that would adversely affect the ownership, operation or value of $100,000); any Asset; (uf) not make any material changes capital expenditures other than pursuant to existing capital expenditure programs that are disclosed in the Disclosure Schedule; (g) allow or permit the expiration, termination or cancellation at any time prior to the Closing Date of any insurance policies or practices relating to selling practicescoverages or surety bonds currently maintained by or on behalf of the Seller unless replaced with a policy, returnscoverage or bond having substantially the same coverage and similar terms and conditions; (h) increase, discounts directly or indirectly, the salary or other terms compensation of sale any officer or accounting therefor member of management of Seller or enter into any employment agreement with any person or pay or enter into any agreement to pay any bonuses or other extraordinary compensation to any officer of the Seller to any member of management or other employees, or institute any general increase in policies rates of employment; compensation for its employees, or increase, directly or indirectly, any provisions or other benefits of any of such persons; or (vi) use best efforts waive, settle or compromise any material litigation or other claim on a basis materially adverse to keep in full force and effect insurance, including product liability insurance, comparable in amount and scope of coverage to insurance now carried in connection with the BusinessSeller.

Conduct of Business of the Seller. During the period from On and after the date hereof and to and including the Closing Date, except as (x) contemplated or permitted by otherwise required in this Agreement or (y) otherwise consented to by the Buyer, Trucking or the Buyer's Parent in writing (which consent shall not be unreasonably withheld with respect to capital expenditures designed to expand the Business)any Ancillary Agreement, the Seller will, : (i) operate its Replacement Vehicle Business and utilize the Shareholder will cause the Seller to: (a) conduct the Business Assets only in the usual, regular and ordinary coursemanner and will use its reasonable efforts to preserve its present business organization intact, keep available the services of its present managers and employees and preserve its present relationships with third parties having business dealings with it, (ii) confer with the Purchaser's designated representatives to keep the Purchaser informed with respect to operational matters of a material nature and report the general status of ongoing operations of the Replacement Vehicle Business; (iii) maintain the Assets and all properties relating to the Replacement Vehicle Business in substantially good repair, order and condition, reasonable wear and tear excepted, and will maintain insurance upon all of such Assets and properties relating to the same manner as conducted before Replacement Vehicle Business and with respect to the conduct of its Replacement Vehicle Business in amounts and kinds comparable to that in effect on the date hereof; (iv) not grant any increase in the salary or other compensation of this Agreement; any of the Specified Employees or any employee to perform duties under the Interim Services Agreement other than (bA) pay accounts payable in a manner consistent with past practice and pay other obligations when they become due and payable in the ordinary course of business (except for any accounts payable or other obligations disputed in good faith); (c) perform in all material respects its obligations under the Contracts; (d) maintain its books of account and records in a manner consistent with prior practice; past practice as to the amount and nature thereof or (eB) comply in all respects with all Applicable Laws; as previously consented to by the Purchaser; (fv) not merge make or consolidate amend any bonus, pension, retirement or insurance plan, payment or arrangement to or with (or agree to merge or consolidate with), buy substantially all of the assets of, or otherwise acquire a business, corporation, partnership, association or other business organization or division; (g) not incur any indebtedness for borrowed money or agree to cancel debts owing, such employees except in the ordinary course of business consistent with prior past practice; ; (hvi) not incur permit any obligation of the Rental Vehicles or liabilityAssets to be subjected to any mortgage, absolutepledge, accruedlien, contingent security interest, encumbrance, restriction or otherwise, whether due or to become due, except current liabilities for trade or business obligations incurred in connection with the purchase charge of goods or services in the ordinary course of business consistent with prior practice; any kind (iother than Permitted Liens); (vii) not discharge sell or satisfy any Lien other than those required to be discharged or satisfied, or pay any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, other than current liabilities shown on the June 30 Balance Sheet and current liabilities incurred after June 30, 2002 in the ordinary course of business consistent with prior practice; (j) not sell, transfer, lease to others or otherwise dispose of any (without the prior consent of its property or assets (the Purchaser and except for inventory sold in the ordinary course of business); (k) not assign, mortgage, pledge or otherwise subject to Lien, any property or assets, whether tangible or intangible; (l) not forgive, cancel or compromise any material debt or claim, or waive or release any material right; (m) not enter into, terminate, modify or breach any Contract, Lease or other agreement or commitment; (n) not transfer or grant any rights or licenses under, or enter into any settlement regarding the breach or infringement of, any Intellectual Property, or modify any existing rights with respect thereto; (o) not make any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or pay or agree or orally promise to pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of any shareholder, director, officer, employee, salesman, distributor or agent of the Seller; (p) not make any cash distributions to (i) the Shareholder, his spouse or widow, children, any trust established primarily for the benefit of any of the foregoing Persons, (ii) any of the officers or directors of the Seller (iii) Support Vehicle or any Affiliate of any of Rental Vehicle eligible to be leased under the foregoing Persons; (q) replenish its inventories and supplies in a normal and customary manner consistent with its prior practice and prudent business practices prevailing in the catfish processing and distribution industry, not make any purchase commitment in excess of the normal, ordinary and usual requirements of the Business or at any price in excess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry, and not make any change in its selling, pricing, advertising or personnel practices inconsistent with its prior practice and prudent business practices prevailing in the industry; (i) not purchase or make a commitment to purchase at a premium above the market price (applied consistently to other vendors) any amount of Glover Catfish in excess of an average amount of 350,000 pounds per xxlendar monthVehicle Lease Agreement; (ii) not increase the purchase price at which Glover Catfish has been purchased prior to the date of this Agrexxxxx; and (iii) not purchase any Glover Catfish that does not meet the quality standards that havx xxxx consistently applied by the Seller to other vendors prior to the date of this Agreement; (sviii) not make any capital expenditures expenditure or capital additions or improvements in excess of an aggregate of $100,000; (t) not institute, settle or agree to settle any litigation, action or proceeding before any court or Governmental Authority commitment therefor relating to the Business, the Acquired Assets or the Assumed Liabilities (other than Replacement Vehicle Business except in the ordinary course of business consistent with past practices, but in each case not involving amounts in excess of $100,000); practice; (uix) not make cancel or waive any substantial claims or rights relating to the Replacement Vehicle Business or the Assets (including any right of coverage under its existing insurance policies, including its current excess coverage insurance); (x) not terminate or modify, and refrain from doing any act or from omitting to do any act which will cause a material breach or violation of, any lease, license, permit, contract or other agreement listed in any Schedule attached hereto; (xi) not change the character of its Replacement Vehicle Business in any material changes manner; (xii) not terminate or cease to control (by agreement, lease or otherwise) any telephone number (including all Telephone Numbers) used on the date hereof with respect to any Seller Property and/or the Replacement Vehicle Business (whether or not used by any operating Site Lease location); (xiii) not reduce or cease its purchase and placement in policies a timely manner of Yellow Pages advertising with respect to the Replacement Vehicle Business (and to each Seller Property); and (xiv) not agree, whether or practices relating not in writing, to selling practices, returns, discounts or other terms do any of sale or accounting therefor or in policies of employment; (v) use best efforts to keep in full force and effect insurance, including product liability insurance, comparable in amount and scope of coverage to insurance now carried in connection with the Businessforegoing.

Conduct of Business of the Seller. During Except as described in Schedule 7.1, during the period from the date hereof of this Agreement to the Closing Date, the Seller shall, and shall cause the Seller Subsidiaries to, operate and maintain the Purchased Assets according to Seller's ordinary and usual course of business consistent with Good Utility Practices. Without limiting the generality of the foregoing, and, except as (x) contemplated or permitted by in this Agreement or as described in Schedule 7.1, prior to the Closing Date, without the prior written consent of the Buyer (yunless such consent would be prohibited by Law), the Seller shall not, and shall not permit any of the Seller Subsidiaries to, with respect to the Purchased Assets: (1) (i) create, incur or assume any material amount of indebtedness for money borrowed other than in the ordinary course of business including obligations in respect of capital leases but excluding purchase money mortgages granted in connection with the acquisition of property; or (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; (2) make any material change in the operations of the Purchased Assets including, without limitation, the quality or levels of Fuel Inventory and materials and supplies customarily maintained by the Seller; (3) except as set forth in Schedule 1.1(41), make any capital expenditures with respect to the Purchased Assets or enter into any contract or commitment therefor, except that the Seller shall make any capital expenditures (i) requested by the Buyer, provided that the Buyer shall reimburse the Seller for such capital expenditures as part of the Adjustment Amount and (ii) deemed necessary by the Seller and consented to by the Buyer, Trucking or the Buyer's Parent in writing (which whose consent shall not be unreasonably withheld ("Necessary Capital Expenditures"); provided, however, that if the Buyer requests that the Seller make enhancements with respect to capital expenditures designed to expand a cost in excess of the Business)cost of any Necessary Capital Expenditure, the Seller will, and the Shareholder will cause Buyer shall reimburse the Seller to: (a) conduct for the Business in cost of such enhancement to the usual, regular and ordinary course, in substantially extent that the same manner cost of such enhancement exceeds the cost of the Necessary Capital Expenditures as conducted before part of the date of this AgreementAdjustment Amount; (b4) pay accounts payable in a manner consistent with past practice and pay other obligations when they become due and payable in the ordinary course of business sell, lease (except for any accounts payable or other obligations disputed in good faith); (c) perform in all material respects its obligations under the Contracts; (d) maintain its books of account and records in a manner consistent with prior practice; (e) comply in all respects with all Applicable Laws; (f) not merge or consolidate with (or agree to merge or consolidate withas lessor), buy substantially all transfer or otherwise dispose of, any of the Purchased Assets, other than assets ofused, consumed or otherwise acquire a business, corporation, partnership, association or other business organization or division; (g) not incur any indebtedness for borrowed money or agree to cancel debts owing, except replaced in the ordinary course of business consistent with prior practiceGood Utility Practices and not mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of the Purchased Assets other than Permitted Encumbrances; (h5) not incur except as set forth in Schedule 1.1(41), make any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become duemaintenance expenditures, except current liabilities that the Seller shall make any maintenance expenditures (i) requested by the Buyer, provided that the Buyer shall reimburse the Seller for trade or business obligations incurred such maintenance expenditures as part of the Adjustment Amount and (ii) deemed necessary by the Seller and consented to by the Buyer, whose consent shall not be unreasonably withheld ("Necessary Maintenance Expenditures"); provided, however, that if the Buyer requests that the Seller make enhancements/upgrades with a cost in connection with excess of the purchase cost of goods or services in any Necessary Maintenance Expenditure, the ordinary course Buyer shall reimburse the Seller for the cost of business consistent with prior practicesuch enhancements/upgrades to the extent the cost of such enhancements/upgrades exceeds the cost of the Necessary Maintenance Expenditure as part of the Adjustment Amount; (i6) not discharge or satisfy any Lien other than those required to be discharged or satisfiedamend, or pay any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, other than current liabilities shown on the June 30 Balance Sheet and current liabilities incurred after June 30, 2002 in the ordinary course of business consistent with prior practice; (j) not sell, transfer, lease to others or otherwise dispose of any of its property or assets (except for inventory sold in the ordinary course of business); (k) not assign, mortgage, pledge or otherwise subject to Lien, any property or assets, whether tangible or intangible; (l) not forgive, cancel or compromise any material debt or claim, or waive or release any material right; (m) not enter into, terminate, modify or breach any Contract, Lease or other agreement or commitment; (n) not transfer terminate or grant any rights or licenses under, or enter into any settlement regarding the breach or infringement of, any Intellectual Property, or modify any existing rights with respect thereto; (o) not make any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or pay or agree or orally promise to pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, retirement, welfare, fringe or severance benefit or vacation pay, to or waiver in respect of any shareholder, director, officer, employee, salesman, distributor or agent of the Seller; (p) not make any cash distributions to (i) the Shareholder, his spouse or widow, children, any trust established primarily for the benefit of any of the foregoing Persons, (ii) any of the officers or directors of the Seller (iii) Agreements or any Affiliate of any of the foregoing PersonsLeases; (q) replenish its inventories and supplies in a normal and customary manner consistent with its prior practice and prudent business practices prevailing in the catfish processing and distribution industry, not make any purchase commitment in excess of the normal, ordinary and usual requirements of the Business or at any price in excess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry, and not make any change in its selling, pricing, advertising or personnel practices inconsistent with its prior practice and prudent business practices prevailing in the industry; (i) not purchase or make a commitment to purchase at a premium above the market price (applied consistently to other vendors) any amount of Glover Catfish in excess of an average amount of 350,000 pounds per xxlendar month; (ii) not increase the purchase price at which Glover Catfish has been purchased prior to the date of this Agrexxxxx; and (iii) not purchase any Glover Catfish that does not meet the quality standards that havx xxxx consistently applied by the Seller to other vendors prior to the date of this Agreement; (s) not make any capital expenditures or capital additions or improvements in excess of an aggregate of $100,000; (t) not institute, settle or agree to settle any litigation, action or proceeding before any court or Governmental Authority relating to the Business, the Acquired Assets or the Assumed Liabilities (other than in the ordinary course of business consistent with past practices, but in each case not involving amounts in excess of $100,000); (u) not make any material changes in policies or practices relating to selling practices, returns, discounts or other terms of sale or accounting therefor or in policies of employment; (v) use best efforts to keep in full force and effect insurance, including product liability insurance, comparable in amount and scope of coverage to insurance now carried in connection with the Business.

Conduct of Business of the Seller. During Except as contemplated by this Agreement or disclosed in the Disclosure Schedule, during the period from the date hereof of this Agreement to the Closing Date, the Seller will conduct its operations according to its ordinary and usual course of business and consistent with past practice. Without limiting the generality of the foregoing, and except as (x) contemplated or permitted by otherwise expressly provided in this Agreement or (y) otherwise consented to by disclosed in the Buyer, Trucking or the Buyer's Parent in writing (which consent shall not be unreasonably withheld with respect to capital expenditures designed to expand the Business)Disclosure Schedule, the Seller willwill not, and prior to the Shareholder will cause Closing Date, without the Seller to: prior written consent of Purchaser (a) conduct authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into an agreement in principle or an agreement with respect to, any merger, consolidation or business combination (other than the Business in the usual, regular and ordinary course, in substantially the same manner as conducted before the date of this Agreement; (b) pay accounts payable in a manner consistent with past practice and pay other obligations when they become due and payable in the ordinary course of business (except for any accounts payable or other obligations disputed in good faith); (c) perform in all material respects its obligations under the Contracts; (d) maintain its books of account and records in a manner consistent with prior practice; (e) comply in all respects with all Applicable Laws; (f) not merge or consolidate with (or agree to merge or consolidate withsale hereby), buy substantially all any acquisition of the a material amount of assets ofor securities, any disposition of a material amount of assets or securities or any material change in its capitalization, or otherwise acquire any entry into a business, corporation, partnership, association material contract or other business organization any release or division; (g) not incur any indebtedness for borrowed money or agree to cancel debts owing, except in the ordinary course of business consistent with prior practice; (h) not incur any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities for trade or business obligations incurred in connection with the purchase of goods or services in the ordinary course of business consistent with prior practice; (i) not discharge or satisfy any Lien other than those required to be discharged or satisfied, or pay any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, other than current liabilities shown on the June 30 Balance Sheet and current liabilities incurred after June 30, 2002 in the ordinary course of business consistent with prior practice; (j) not sell, transfer, lease to others or otherwise dispose relinquishment of any of its property or assets (except for inventory sold material contract rights, not in the ordinary course of business); ; (kb) not assign, mortgage, pledge propose or otherwise subject adopt any amendments to Lien, any property its charter or assets, whether tangible or intangible; by-laws; (lc) not forgive, cancel or compromise any material debt or claim, or waive or release any material right; (m) not enter into, assign or terminate, modify or breach amend in any Contract, Lease or other agreement or commitment; (n) not transfer or grant any rights or licenses under, or enter into any settlement regarding the breach or infringement ofmaterial respect, any Intellectual Property, or modify any existing rights with respect thereto; (o) not make any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or pay or agree or orally promise to pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of any shareholder, director, officer, employee, salesman, distributor or agent of the Seller; (p) not make any cash distributions to (i) the Shareholder, his spouse or widow, children, any trust established primarily for the benefit of any of the foregoing Persons, (ii) any of the officers or directors of the Seller (iii) or any Affiliate of any of the foregoing Persons; (q) replenish its inventories and supplies in a normal and customary manner consistent with its prior practice and prudent business practices prevailing in the catfish processing and distribution industry, not make any purchase commitment in excess of the normal, ordinary and usual requirements of the Business or at any price in excess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry, and not make any change in its selling, pricing, advertising or personnel practices inconsistent with its prior practice and prudent business practices prevailing in the industry; (i) not purchase or make a commitment to purchase at a premium above the market price (applied consistently to other vendors) any amount of Glover Catfish in excess of an average amount of 350,000 pounds per xxlendar month; (ii) not increase the purchase price at which Glover Catfish has been purchased prior to the date of this Agrexxxxx; and (iii) not purchase any Glover Catfish that does not meet the quality standards that havx xxxx consistently applied by the Seller to other vendors prior to the date of this Agreement; (s) not make any capital expenditures or capital additions or improvements in excess of an aggregate of $100,000; (t) not institute, settle or agree to settle any litigation, action or proceeding before any court or Governmental Authority relating to the Business, the Acquired Assets or the Assumed Liabilities (Contract other than in the ordinary course of business consistent with past practicesbusiness; (d) acquire, but in each case not involving amounts in excess dispose of, encumber or relinquish any material asset; (e) waive, compromise or settle any right or claim that would adversely affect the ownership, operation or value of $100,000); any Asset; (uf) not make any material changes capital expenditures other than pursuant to existing capital expenditure programs that are disclosed in the Disclosure Schedule; (g) allow or permit the expiration, termination or cancellation at any time prior to the Closing Date of any insurance policies or practices relating to selling practicescoverages or surety bonds currently maintained by or on behalf of the Seller unless replaced with a policy, returnscoverage or bond having substantially the same coverage and similar terms and conditions; (h) increase, discounts directly or indirectly, the salary or other terms compensation of sale any officer or accounting therefor Owner of management of Seller or enter into any employment agreement with any person or pay or enter into any agreement to pay any bonuses or other extraordinary compensation to any officer of the Seller to any Owner of management or other employees, or institute any general increase in policies rates of employment; compensation for its employees, or increase, directly or indirectly, any provisions or other benefits of any of such persons; or (vi) use best efforts waive, settle or compromise any material litigation or other claim on a basis materially adverse to keep in full force and effect insurance, including product liability insurance, comparable in amount and scope of coverage to insurance now carried in connection with the BusinessSeller.

Conduct of Business of the Seller. During the period from the date hereof of this Agreement to the Closing Date, Effective Time (unless Buyers shall otherwise agree in writing and except as (x) otherwise contemplated or permitted by this Agreement or (y) otherwise consented to by the Buyer, Trucking or the Buyer's Parent in writing (which consent shall not be unreasonably withheld with respect to capital expenditures designed to expand the BusinessAgreement), the Seller willand Parent on behalf of Seller will conduct Seller's operations in accordance with its ordinary and usual course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, preserve intact its current business organizations, keep available the service of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise permitted in this Agreement, prior to the Shareholder will cause Effective Time, the Seller towill not, without the prior written consent of Buyers: (a) conduct the Business in the usualadopt a plan of complete or partial liquidation, regular and ordinary coursedissolution, in substantially the same manner as conducted before the date of this Agreement; (b) pay accounts payable in a manner consistent with past practice and pay other obligations when they become due and payable in the ordinary course of business (except for any accounts payable merger, consolidation, restructuring, recapitalization or other obligations disputed in good faith); (c) perform in all material respects its obligations under the Contracts; (d) maintain its books of account and records in a manner consistent with prior practice; (e) comply in all respects with all Applicable Laws; (f) not merge or consolidate with (or agree to merge or consolidate with), buy substantially all of the assets of, or otherwise acquire a business, corporation, partnership, association or other business organization or division; (g) not incur any indebtedness for borrowed money or agree to cancel debts owing, except in the ordinary course of business consistent with prior practice; (h) not incur any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities for trade or business obligations incurred in connection with the purchase of goods or services in the ordinary course of business consistent with prior practice; (i) not discharge or satisfy any Lien other than those required to be discharged or satisfied, or pay any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, other than current liabilities shown on the June 30 Balance Sheet and current liabilities incurred after June 30, 2002 in the ordinary course of business consistent with prior practice; (j) not sell, transfer, lease to others or otherwise dispose of any of its property or assets (except for inventory sold in the ordinary course of business); (k) not assign, mortgage, pledge or otherwise subject to Lien, any property or assets, whether tangible or intangible; (l) not forgive, cancel or compromise any material debt or claim, or waive or release any material right; (m) not enter into, terminate, modify or breach any Contract, Lease or other agreement or commitment; (n) not transfer or grant any rights or licenses under, or enter into any settlement regarding the breach or infringement of, any Intellectual Property, or modify any existing rights with respect thereto; (o) not make any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or pay or agree or orally promise to pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of any shareholder, director, officer, employee, salesman, distributor or agent of the Seller; (p) not make any cash distributions to (i) the Shareholder, his spouse or widow, children, any trust established primarily for the benefit reorganization of any of the foregoing Persons, (ii) any of the officers or directors of the Seller (iii) or any Affiliate of any of the foregoing Persons; (q) replenish its inventories and supplies in a normal and customary manner consistent with its prior practice and prudent business practices prevailing in the catfish processing and distribution industry, not Seller; make any purchase commitment in excess acquisition, by means of the normalmerger, ordinary and usual requirements consolidation or otherwise, or disposition, of the Business or at any price in excess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry, and not make any change in its selling, pricing, advertising or personnel practices inconsistent with its prior practice and prudent business practices prevailing in the industry; (i) not purchase or make a commitment to purchase at a premium above the market price (applied consistently to other vendors) any amount of Glover Catfish in excess of an average amount of 350,000 pounds per xxlendar month; (ii) not increase the purchase price at which Glover Catfish has been purchased prior to the date of this Agrexxxxx; and (iii) not purchase any Glover Catfish that does not meet the quality standards that havx xxxx consistently applied by the Seller to other vendors prior to the date of this Agreement; (s) not make any capital expenditures or capital additions or improvements in excess of an aggregate of $100,000; (t) not institute, settle or agree to settle any litigation, action or proceeding before any court or Governmental Authority relating to the Business, the Acquired Assets or the Assumed Liabilities (other than in the ordinary course of business consistent with past practicespractice or as required by this Agreement; grant any bonuses or any increases in the compensation of any of its directors, but in each case not involving amounts in excess of $100,000); (u) not officers or employees or make any material changes to wage scales or severance agreements, other than annual raises consistent with past practice; pay or agree to pay any pension, retirement allowance or other employee benefit not required or contemplated by any of the existing benefit, severance, termination, pension or employment plans, agreements or arrangements as in effect as of December 31, 2008 to any director or officer or employee, whether past or present or enter into any deferred compensation benefits; enter into any new or materially amend any existing employment or severance or termination agreement with any director, officer or key employee; except in the ordinary course of business consistent with past practice or as may be required to comply with applicable law, become obligated under any new pension plan, welfare plan, Multiemployer Plan, employee benefit plan, severance plan, benefit arrangement, or similar plan or arrangement, which was not in existence on the date hereof, or amend any such plan or arrangement in existence on the date hereof if such amendment would have the effect of materially enhancing any benefits thereunder; enter into any collective bargaining agreement; except as contemplated under this Agreement make any distributions of Assets to its member or otherwise; cancel or terminate its current insurance policies or practices relating allow any of the coverage thereunder to selling practiceslapse, returnsunless simultaneously with such termination, discounts cancellation or other terms of sale lapse replacement policies providing coverage equal to or accounting therefor greater than the coverage under the canceled, terminated or in lapsed policies of employment; (v) use best efforts to keep for substantially similar premiums are in full force and effect insuranceeffect; (i) dispose of or acquire any Assets except in the Ordinary Course of Business or (ii) otherwise transfer any Asset, including product liability insurancecash, comparable in amount and scope among any Subsidiary that is not a party to this Agreement; authorize, recommend, propose or announce an intention to do any of coverage the foregoing, or enter into any contract, agreement, commitment or arrangement to insurance now carried in connection with do any of the Businessforegoing.

Conduct of Business of the Seller. During Except as contemplated by this Agreement, during the period from the date hereof of this Agreement to the Closing Date, the Seller will conduct its business and operations according to its ordinary and usual course of business, use its best efforts to preserve substantially intact its business organizations and to use its best efforts to preserve its current relationships with customers, employees, suppliers and other persons with which it has significant business relations. Without limiting the generality of the foregoing, and, except as (x) contemplated or permitted by otherwise expressly provided in this Agreement or (y) otherwise consented Agreement, prior to by the BuyerClosing Date, Trucking or without the Buyer's Parent in writing (which prior written consent shall not be unreasonably withheld with respect to capital expenditures designed to expand of the Business)Purchaser, the Seller will, and the Shareholder will cause the Seller tonot: (a) conduct amend its articles of organization, limited partnership agreement or other charter documents; (b) issue, reissue, sell, deliver or pledge or authorize or propose the Business issuance, reissuance, sale, delivery or pledge of partnership interests or securities convertible into partnership interests, or any rights, warrants or options to acquire any partnership interests in the usualSeller; (c) redeem, regular purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any partnership interests of the Seller; (d) declare, set aside or pay any distribution (whether in cash, limited or general partnership interests or property or any combination thereof) in respect of the Seller's partnership interests or redeem or otherwise acquire any partnership interests, except that the Seller will be permitted to make distributions to each of the Owners for their respective federal and ordinary coursestate income tax liabilities on account of net taxable income, gain and earnings of the Seller from January 1, 1999 up to and including the Closing Date, computed at the highest combined federal and Massachusetts individual tax rates in effect during the applicable period as though, in substantially the same case of the period from January 1, 1999 through the Closing Date the books of the Seller had closed on the Closing Date, provided that prior to such distribution, the Owners provide to the Purchaser a detailed calculation of the amount of such distribution, including supporting financial statements; (e) increase in any manner the compensation of any of the Seller's directors, officers, partners other than as conducted before required by written agreements set forth in Exhibit 2.16 as in effect on the date of this Agreement or, except in the ordinary course of business, and consistent with past practice, other employees; pay or agree to pay any pension, retirement allowance or other employee benefit not required or permitted by any existing plan, agreement or arrangement to any such director, officer, partner or employee, whether past or present of the Seller; or except in connection with any written arrangement approved by the Purchaser, commit the Seller to any additional pension, profit-sharing, bonus, incentive, deferred compensation, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or to any employment agreement or consulting agreement (arising out of prior employment) with or for the benefit of any person, or, except to the extent required to comply with applicable law, amend any of such plans or any of such agreements in existence on the date of this Agreement; (bf) pay accounts payable except in the ordinary course of business, incur, assume, suffer or become subject to, whether directly or by way of guarantee or otherwise, any Liabilities which, individually or in the aggregate, are material to the conduct of the businesses of the Seller or would have a manner consistent with past practice and pay Material Adverse Effect on the Seller; (g) pay, discharge or satisfy any Liabilities of the Seller other obligations when they become due and payable than the payment, discharge or satisfaction in the ordinary course of business (except for any accounts payable or other obligations disputed in good faith); (c) perform in all material respects its obligations under the Contracts; (d) maintain its books of account and records in a manner consistent with prior past practice; (eh) comply sell, transfer, or otherwise dispose of any of the Seller's properties or assets (real, personal or mixed, tangible or intangible), other than inventory in all respects the ordinary course of business and consistent with all Applicable Lawspast practice; (fi) not merge except as set forth on the Disclosure Schedule, permit or consolidate with (or agree to merge or consolidate with), buy substantially all allow any of the Seller's property or assets of(real, personal or otherwise acquire a mixed, tangible or intangible) to be subjected to any Lien, except for Permitted Liens; (j) write down the value of any Inventory (including write-downs by reason of shrinkage or xxxx-down) or write off as uncollectible any of the Seller's notes or accounts receivable, except for immaterial write-downs and write-offs in the ordinary course of business and consistent with past practice; (k) cancel any of the Seller's debts or waive any of their claims or rights, in each case, of substantial value; (l) dispose of or permit to lapse any rights to the use of any of the Seller's Intellectual Property Rights (except as necessary in the conduct of its business) to any individual, corporation, partnership, association or joint venture, association, trust, unincorporated organization or, as applicable, any other business organization or divisionentity other than representatives of the Purchaser; (gm) not incur make or enter into any indebtedness commitment of the Seller for borrowed money capital expenditures for additions to property, plant, equipment or agree intangible capital assets; (n) lend or advance any amount to, or sell, transfer or lease any of the Seller's properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any agreement or arrangement with, any of its officers, directors, partners, employees or any affiliate or associate of any of their officers, directors, partners or employees; (o) terminate, enter into or amend in any material respect any contract, agreement, lease, license or commitment identified in the Disclosure Schedule, or take any action or omit to cancel debts owingtake any action which will cause a breach, violation or default (however defined) under any such items, except in the ordinary course of business and consistent with prior past practice; (hp) acquire any of the business or assets of any other person or entity; (q) permit any of the Seller's current insurance (or reinsurance) policies to be canceled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies providing coverage equal to or greater than coverage remaining under those canceled, terminated or lapsed are in full force and effect; (r) take any action which would cause an adverse change in the Seller's relationship with any customer, including the loss of any such customer; (s) enter into other agreements, commitments or contracts not incur any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities for trade or business obligations incurred in connection with the purchase of goods or services in the ordinary course of business consistent with prior practiceor in excess of current requirements; (it) not discharge modify, amend or satisfy terminate any Lien other than those required to be discharged or satisfiedAssumed Contract, or pay waive, release, relinquish or assign any obligation Assumed Contract or liability, absolute, accrued, contingent other right or otherwise, whether due claim if such modification amendment or to become due, other than current liabilities shown on the June 30 Balance Sheet and current liabilities incurred after June 30, 2002 in the ordinary course of business consistent with prior practicetermination would have a Material Adverse Effect; (ju) not sell, transfer, lease to others or otherwise dispose of any of its property or assets (except for inventory sold in the ordinary course of business); (k) not assign, mortgage, pledge or otherwise subject to Lien, any property or assets, whether tangible or intangible; (l) not forgive, cancel settle or compromise any material debt suit, claim or claimdispute or threatened material suit, claim or waive or release any material rightdispute other than the Jain Lawsuit; (mv) not enter into, terminate, modify or breach any Contract, Lease or other agreement or commitment; (n) not transfer or grant any rights or licenses under, or enter into any settlement regarding the breach or infringement of, any Intellectual Property, or modify any existing rights with respect thereto; (o) not make any change in the rate of compensationSeller's accounting methods, commission, bonus principles or other direct or indirect remuneration payable, or pay or agree or orally promise to pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of any shareholder, director, officer, employee, salesman, distributor or agent of the Seller;practices except as required by GAAP; or (pw) not make any cash distributions agree in writing or otherwise to (i) the Shareholder, his spouse or widow, children, any trust established primarily for the benefit of take any of the foregoing Persons, (ii) any of the officers or directors of the Seller (iii) actions or any Affiliate of any of the foregoing Persons; (q) replenish its inventories and supplies in a normal and customary manner consistent with its prior practice and prudent business practices prevailing in the catfish processing and distribution industry, not action which would make any purchase commitment representation or warranty in excess of the normal, ordinary and usual requirements of the Business this Agreement untrue or at any price incorrect in excess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry, and not make any change in its selling, pricing, advertising or personnel practices inconsistent with its prior practice and prudent business practices prevailing in the industry; (i) not purchase or make a commitment to purchase at a premium above the market price (applied consistently to other vendors) any amount of Glover Catfish in excess of an average amount of 350,000 pounds per xxlendar month; (ii) not increase the purchase price at which Glover Catfish has been purchased prior to the date of this Agrexxxxx; and (iii) not purchase any Glover Catfish that does not meet the quality standards that havx xxxx consistently applied by the Seller to other vendors prior to the date of this Agreement; (s) not make any capital expenditures or capital additions or improvements in excess of an aggregate of $100,000; (t) not institute, settle or agree to settle any litigation, action or proceeding before any court or Governmental Authority relating to the Business, the Acquired Assets or the Assumed Liabilities (other than in the ordinary course of business consistent with past practices, but in each case not involving amounts in excess of $100,000); (u) not make any material changes in policies or practices relating to selling practices, returns, discounts or other terms of sale or accounting therefor or in policies of employment; (v) use best efforts to keep in full force and effect insurance, including product liability insurance, comparable in amount and scope of coverage to insurance now carried in connection with the Businessrespect.