Common use of CONDUCT OF BUSINESS PENDING Clause in Contracts

CONDUCT OF BUSINESS PENDING. THE MERGER 1. Conduct of Business by LQ. During the period from the date of this Agreement until the earlier of the termination of this Agreement or the Effective Time, unless Dynabazaar shall otherwise agree in writing, LQ shall conduct its business and the businesses of its subsidiaries only in the ordinary course of business and consistent with past practice; and LQ shall use reasonable commercial efforts to preserve substantially intact the business organization of LQ and its subsidiaries, to keep available the services of the present officers, employees and consultants of LQ and its subsidiaries and to preserve the present relationships of LQ and its subsidiaries with customers, suppliers and other persons with which LQ or any of its subsidiaries has significant business relations. During such period, neither LQ nor any of its subsidiaries shall, directly or indirectly, without the prior written consent of Dynabazaar: (a) amend LQ Charter Documents; (b) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest (including, without limitation, any phantom interest) in LQ or any of its subsidiaries (except for the issuance of shares of LQ Common Stock issuable pursuant to LQ Stock Options outstanding on the date hereof); (c) sell, pledge, dispose of or encumber any assets (except for sales of immaterial assets not in excess of $100,000 in the aggregate); (d) (i) declare, make or pay any dividend or other distribution in respect of any of its capital stock, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or (iii) amend the terms or change the period of exercisability of any option, warrant or right, directly or indirectly, to acquire any such securities; (e) incur any indebtedness for borrowed money (other than in the ordinary course of business and consistent with past practice under any existing lines of credit) or issue any debt securities; (f) increase the compensation (including bonus) or severance payable to its directors, officers, employees or consultants; (g) fail to comply in all material respects with applicable laws and regulations or to timely file such documents or make such disclosures as may be required by applicable law or regulation; or (h) take any action which would make any of the representations or warranties of LQ contained in this Agreement untrue or incorrect or prevent LQ from performing its covenants hereunder or cause any condition to LQ's obligations to consummate the transactions contemplated hereby not to be satisfied.

CONDUCT OF BUSINESS PENDING. THE MERGERMERGER -------------------------------------- 1. Section 5.01 Conduct of Business by LQthe Company Pending the Merger. During the period from The Company agrees that, between the date of this Agreement until and the earlier Effective Time, except as expressly contemplated by this Agreement or as set forth in Section 5.01 of the termination Company Disclosure Letter, without the prior written consent of Parent and Merger Sub (which consent shall not be unreasonably withheld, conditioned or delayed, provided, that with respect to Section 5.01(l), such consent shall be in Parent's sole discretion), the businesses of the Company and the Company Subsidiaries shall be conducted in all material respects in the ordinary course of business and in a manner consistent with past practice, and the Company shall, and shall cause each of the Company Subsidiaries to, use its reasonable best efforts consistent with past practice to preserve in all material respects its business organization, to preserve its assets and properties in good repair and condition, to maintain capital expenditure levels consistent with past practices, to keep available the services of its present officers and to preserve in all material respects its current relationships with customers, suppliers, employees and other Persons with which the Company or any Company Subsidiary has material business relations, in each case in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, except as contemplated by any other provision of this Agreement or as set forth in Section 5.01 of the Company Disclosure Letter, the Company agrees that neither it nor any Company Subsidiary shall, between the date of this Agreement and the Effective Time, unless Dynabazaar directly or indirectly, do any of the following, except with the prior written consent of Parent and Merger Sub (which consent shall not be unreasonably withheld, conditioned or delayed, provided, that with respect to Section 5.01(l), such consent shall be in Parent's sole discretion): (a) amend or otherwise agree in writingchange the certificate of incorporation or bylaws of the Company, LQ shall conduct its business and or such similar organization or governing documents of the businesses Company Subsidiaries; (b) issue, deliver, sell, transfer, dispose of, pledge or encumber any shares of its subsidiaries only capital stock or equity interests, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares of capital stock or equity interests, voting securities or convertible securities, other than the issuance of shares of Company Common Stock issuable pursuant to Company Stock Options outstanding on the date hereof and set forth in Section 3.03(a)(i) of the Company Disclosure Letter or as required pursuant to any agreements set forth in Section 3.03(a) or Section 3.03(b) of the Company Disclosure Letter; (c) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock or equity interests, except for dividends by any wholly-owned Company Subsidiary to the Company or any other wholly-owned Company Subsidiary; (d) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any capital stock or equity interests of the Company or any Company Subsidiary; (e) (i) acquire (including by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership, other business or business organization, any division or business unit thereof or any material assets; (ii) incur, create, assume, issue, guarantee or otherwise become liable for any Indebtedness, or permit the creation of any Lien (other than Permitted Liens) on any of their respective assets or other material Liability or issue any debt securities or any right to acquire debt securities or assume, guarantee, endorse or otherwise become responsible or liable for the obligations of any other Person; (iii) enter into any new line of business; (iv) other than in the ordinary course of business, make any loans, advances or capital contributions to, or investments in, Persons other than wholly-owned Company Subsidiaries; or (v) other than licenses granted in the ordinary course of business and consistent with past practice; and LQ shall use reasonable commercial efforts to preserve substantially intact the business organization , sell, lease, license, encumber or otherwise dispose of LQ and its subsidiariesor transfer (by merger, to keep available the services consolidation, sale of the present officers, employees and consultants of LQ and its subsidiaries and to preserve the present relationships of LQ and its subsidiaries with customers, suppliers and other persons with which LQ stock or assets or otherwise) any of its subsidiaries has significant business relations. During such periodassets; (f) make or commit to make any capital expenditure, neither LQ nor other than in respect of those capital expenditure projects that are incurred in the ordinary course of business; (g) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary (other than the Merger); (h) (i) increase the salary, wages, benefits, bonuses or other compensation payable or to become payable to its current or former directors, officers or employees, except for increases required under employment agreements or collective bargaining agreements existing on the date hereof and disclosed to Parent, (ii) enter into or amend or otherwise alter any employment, change of its subsidiaries shall, directly control or indirectly, without the prior written consent of Dynabazaar: (a) amend LQ Charter Documents; (b) issue, sell, pledge, dispose of or encumberseverance agreement with, or authorize establish, adopt, enter into or amend any Plan, bonus, profit sharing, thrift, stock option, restricted stock, pension, retirement, welfare, deferred compensation, employment, change of control, termination, severance or other benefit plan, agreement, policy or arrangement for the issuance, sale, pledge, disposition or encumbrance benefit of, any shares current or former director, officer or employee, (iii) exercise any discretion to accelerate the vesting or payment of capital stockany compensation or benefit under any Plan, (iv) except as required pursuant to any agreements set forth in Section 3.03(a) or Section 3.03(b) of the Company Disclosure Letter, grant any new awards under any Plan, or (v) take any optionsaction to fund the payment of compensation or benefits under any Plan except, warrantsin the case of clauses (i), convertible securities (ii) and (v), in the ordinary course of business, consistent with past practices with respect to employees that are not officers or other rights directors, or as may be required by the terms of any kind to acquire any shares of capital stocksuch plan, agreement, policy or any other ownership interest (including, without limitation, any phantom interest) arrangement in LQ or any of its subsidiaries (except for the issuance of shares of LQ Common Stock issuable pursuant to LQ Stock Options outstanding effect on the date hereof); (c) sell, pledge, dispose of hereof or encumber any assets (except for sales of immaterial assets not in excess of $100,000 in the aggregate); (d)disclosed to Parent or to comply with applicable Law; (i) declaremake any change to its methods of accounting in effect as of June 30, 2006, except as required by changes in GAAP; (j) make or pay change any dividend material Tax election, settle or compromise any material Tax Liability, change in any material respect any accounting method in respect of Taxes, file any amendment to, an income or other distribution material Tax Return, enter into any closing agreement with respect to, or settle, any material claim or material assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, except, in each case, in the ordinary course of business consistent with past practice; (k) write up, write down or write off the book value of any of its capital stockassets, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or (iii) amend the terms or change the period of exercisability of any option, warrant or right, directly or indirectly, to acquire any such securities; (e) incur any indebtedness for borrowed money (other than (i) in the ordinary course of business and consistent with past practice under any existing lines of creditor (ii) or issue any debt securities; (f) increase the compensation (including bonus) or severance payable to its directors, officers, employees or consultants; (g) fail to comply in all material respects with applicable laws and regulations or to timely file such documents or make such disclosures as may be required by applicable law GAAP; (l) waive, settle, satisfy or regulationcompromise any material Action (which shall in any event include, but not be limited to, any pending or threatened Action and any legal proceedings arising out of or related to the termination of the Prior Agreement, this Agreement or the transactions contemplated thereby), including any claim related to the matters set forth in Section 5.01(l) of the Company Disclosure Letter; (m) enter into any agreement that restricts the ability of the Company or any of the Company Subsidiaries or any Affiliate of the Company to engage or compete in any line of business or any market; (n) other than in the ordinary course of business and on terms not materially adverse to the Company and the Company Subsidiaries taken as a whole, enter into, amend, modify, cancel or consent to the termination of any Specified Contract, Government Contract or any Contract that would be a Specified Contract or Government Contract if in effect on the date of this Agreement; (o) enter into, renew or amend in any material respect any transaction, agreement, arrangement or understanding (i) between (A) the Company or any Company Subsidiaries, on the one hand, and (B) any Affiliate of the Company (other than any of the Company Subsidiaries), on the other hand, of the type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act, or (ii) that is set forth (or of the type required to be set forth) on Section 3.08 of the Company Disclosure Letter; (p) (i) assign, transfer, license or sublicense, mortgage, pledge or otherwise similarly encumber (except for Permitted Liens) or dispose of any material Intellectual Property, except for non-exclusive licenses or non-exclusive sublicenses of Owned Intellectual Property in the ordinary course of business, (ii) fail to pay any fee, take any reasonable action or make any filing necessary to maintain its ownership of the Owned Intellectual Property or that is reasonably likely to result in the forgoing being invalidated, abandoned, unmaintained, unenforceable or dedicated to the public domain; or (hiii) fail to notify Parent promptly if (A) it knows or is advised that any Owned Intellectual Property is reasonably likely to become abandoned or dedicated to the public domain, or (B) it or any of the Company Subsidiaries receives notice of any adverse determination or development regarding Owned Intellectual Property (including the institution of, or any such determination or development in, any proceeding in the PTO, Copyright Office or any other Governmental Authority); (q) engage in any "listed transaction," within the meaning of Treasury Regulation Section 1.6011-4(b)(2); (r) take any action which that would make or would reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect; (s) take any action or omit to take any action that would or would reasonably be likely to result in the breach of or inaccuracy in any material respect of any of the representations and warranties set forth in ARTICLE III; (t) except in the ordinary course of business and as would not, or warranties would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, cancel, surrender, allow to expire or fail to renew, any Company Permits; (u) fail to use reasonable best efforts to prevent any material insurance policy naming it as a beneficiary or loss-payable payee to be cancelled or terminated, except for ordinary course terminations and cancellations of LQ contained such policies that are being replaced with policies providing for substantially equivalent coverage; or (v) announce an intention, enter into any formal or informal agreement or otherwise make a commitment or offer, to do any of the foregoing. Nothing set forth in this Agreement untrue Section 5.01 shall give Parent or incorrect Merger Sub, directly or prevent LQ from performing its covenants hereunder indirectly, the right to control or cause direct the business or operations of the Company or any condition of the Company Subsidiaries prior to LQ's obligations the Effective Time. Prior to consummate the transactions contemplated hereby not to be satisfiedEffective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over the business and operations of the Company and the Company Subsidiaries.

CONDUCT OF BUSINESS PENDING. THE MERGER 1. MERGER 7.1 Conduct of Business by LQ. During the period from OCG and CMPI Pending the Merger From the date of this Agreement hereof until the earlier of the termination of this Agreement or the Effective Time, unless Dynabazaar OCG and CMPI shall otherwise agree in writing, LQ and expect as otherwise contemplated by this Agreement, OCG and CMPI and their respective Subsidiaries shall conduct its their business in the ordinary course consistent with past practice. Except as otherwise provided in this Agreement, and without limiting the businesses generality of the foregoing, from the date hereof until the Effective Time, without the written consent of OCG and CMPI, which consent shall not be unreasonably withheld: (a) Neither OCG nor CMPI will adopt or propose any change to their respective certificate or articles of incorporation or bylaws; (b) Neither OCG nor CMPI will (i) declare, set aside or pay any dividend or other distribution with respect to any shares of capital stock of the respective OCG and CMPI, or (ii) repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other securities of, or other ownership interests in, OCG or CMPI, as the case may be; (c) Neither OCG nor CMPI will, nor permit any of its Subsidiaries to, merge or consolidate with any other person or acquire assets of any other person except in the ordinary course of business or pursuant to transactions among wholly-owned subsidiaries only of OCG or CMPI, as the case may be; (d) Neither OCG nor CMPI will, nor permit any of its Subsidiaries to, sell, lease, license or otherwise surrender, relinquish or dispose of any material assets or properties except in the ordinary course of business; (e) Neither OCG nor CMPI will (i) issue any securities (whether through the issuance or granting of options, warrants, rights or otherwise, (ii) enter into any amendment of any term of any outstanding security of such company or of any of its Subsidiaries, (iii) incur any indebtedness, except trade debt in the ordinary course of business and consistent with past practice; and LQ shall use reasonable commercial efforts debt pursuant to preserve substantially intact the business organization of LQ and its subsidiariesexisting or previously disclosed contemplated credit facilities or arrangements, to keep available the services of the present officers(iv) increase in any material respect compensation, employees and consultants of LQ and its subsidiaries and to preserve the present relationships of LQ and its subsidiaries with customers, suppliers and bonus or other persons with which LQ or any of its subsidiaries has significant business relations. During such period, neither LQ nor any of its subsidiaries shall, directly or indirectly, without the prior written consent of Dynabazaar: (a) amend LQ Charter Documents; (b) issue, sell, pledge, dispose of or encumberbenefits payable to, or authorize the issuance, sale, pledge, disposition modify or encumbrance ofamend any employment agreements or severance agreements with, any shares of capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest (including, without limitation, any phantom interest) in LQ or any of its subsidiaries (except for the issuance of shares of LQ Common Stock issuable pursuant to LQ Stock Options outstanding on the date hereof); (c) sell, pledge, dispose of or encumber any assets (except for sales of immaterial assets not in excess of $100,000 in the aggregate); (d) (i) declare, make or pay any dividend or other distribution in respect of any of its capital stock, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stockexecutive officer, or (iiiv) amend the terms enter into any settlement or change the period of exercisability of consent with respect to any optionpending litigation, warrant or right, directly or indirectly, to acquire any such securities; (e) incur any indebtedness for borrowed money (other than settlements in the ordinary course of business or on terms which are not otherwise materially adverse to such company and consistent with past practice under any existing lines of credit) or issue any debt securities; its Subsidiaries taken as a whole; (f) increase the compensation (including bonus) OCG and CMPI will not change any method of accounting or severance payable to its directorsaccounting practice by OCG and CMPI or any of their Subsidiaries, officers, employees or consultants; except for any such change required by GAAP; (g) fail Neither OCG nor CMPI will, nor permit any of its Subsidiaries to, (i) take, or agree or commit to comply take, any action that would make any representation and warranty of the respective company hereunder inaccurate in all any material respects with applicable laws and regulations respect at, or as of any time prior to, the Effective Time or (ii) omit, or agree or commit to timely file omit, to take any action necessary or appropriate to prevent any such documents representation or make warranty from being inaccurate in any material respect at any such disclosures as may be required by applicable law or regulationtime; or and (h) take Neither OCG nor CMPI will, nor permit any action which would make of its Subsidiaries to, agree or commit to do any of the representations or warranties of LQ contained in this Agreement untrue or incorrect or prevent LQ from performing its covenants hereunder or cause any condition to LQ's obligations to consummate the transactions contemplated hereby not to be satisfiedforegoing.

CONDUCT OF BUSINESS PENDING. THE MERGER 1MERGER SECTION 5.01. Conduct of Business by LQthe Company Pending the Merger. During the period from The Company covenants and agrees that, between the date of this Agreement until the earlier of the termination of this Agreement or and the Effective Time, unless Dynabazaar Merger Sub shall otherwise agree in writinghave consented (which consent shall not be unreasonably withheld), LQ shall neither the Company nor any Company Subsidiary shall: (a) conduct its business and in any manner other than in the businesses ordinary course of business consistent with past practice; (b) amend or propose to amend its certificate of incorporation or by- laws; (c) authorize for issuance, issue, grant, sell, pledge, redeem or acquire for value any of its subsidiaries or their securities, including options, warrants, commitments, stock appreciation rights, subscriptions, rights to purchase or otherwise (other than the issuance of equity securities upon the conversion of outstanding convertible securities or in connection with any dividend reinvestment plan or any Benefit Plan with an employee stock fund or employee stock ownership plan feature, consistent with applicable securities laws, or the exercise of options or warrants outstanding as of the date of this Agreement and in accordance with the terms of such options or warrants in effect on the date of this Agreement); (d) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property, or otherwise, with respect to any of its capital stock or other equity interests, except for (i) the regular semi-annual dividends of $.50 per share which shall be paid consistent with past practice and (ii) dividends and other distributions declared and paid by a Company Subsidiary only to the Company (and also to LAGS (USA) Inc. in the case of Xxxxxx General LLC), or subdivide, reclassify, recapitalize, split, combine or exchange any of its shares of capital stock; (e) take any action, other than reasonable and usual actions in the ordinary course of business and consistent with past practice; , with respect to accounting policies or procedures (including tax accounting policies and LQ shall use reasonable commercial efforts to preserve substantially intact the business organization of LQ and its subsidiaries, to keep available the services of the present officers, employees and consultants of LQ and its subsidiaries and to preserve the present relationships of LQ and its subsidiaries with customers, suppliers and other persons with which LQ or any of its subsidiaries has significant business relations. During such period, neither LQ nor any of its subsidiaries shall, directly or indirectly, without the prior written consent of Dynabazaar: (a) amend LQ Charter Documents; (b) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest (including, without limitation, any phantom interest) in LQ or any of its subsidiaries (except for the issuance of shares of LQ Common Stock issuable pursuant to LQ Stock Options outstanding on the date hereofprocedures); (c) sell, pledge, dispose of or encumber any assets (except for sales of immaterial assets not in excess of $100,000 in the aggregate); (d) (i) declare, make or pay any dividend or other distribution in respect of any of its capital stock, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or (iii) amend the terms or change the period of exercisability of any option, warrant or right, directly or indirectly, to acquire any such securities; (e) incur any indebtedness for borrowed money (other than in the ordinary course of business and consistent with past practice under any existing lines of credit) or issue any debt securities; (f) increase take any action that would, or could reasonably be expected to result in, any of its representations and warranties set forth in this Agreement being untrue or in any of the compensation (including bonus) conditions to the Merger set forth in Article VII not being satisfied; or severance payable to its directors, officers, employees or consultants; (g) fail authorize any of, or commit or agree to comply in all material respects with applicable laws and regulations or to timely file such documents or make such disclosures as may be required by applicable law or regulation; or (h) take any action which would make any of of, the representations or warranties of LQ contained in this Agreement untrue or incorrect or prevent LQ from performing its covenants hereunder or cause any condition to LQ's obligations to consummate the transactions contemplated hereby not to be satisfied.foregoing actions. ARTICLE VI

CONDUCT OF BUSINESS PENDING. THE MERGER 1. MERGER 6.1 Conduct of Business by LQAMI and NPB Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, unless Dynabazaar shall otherwise agree except as agreed to in writing, LQ shall conduct its business and writing by the other party or as set forth in Section 6.1 of the AMI Disclosure Schedule or NPB Disclosure Schedule: (a) the respective businesses of AMI and its subsidiaries shall be conducted only in the ordinary and usual course of business and consistent with past practicepractices; and LQ (b) neither AMI nor its subsidiaries shall use reasonable commercial efforts (i) sell or pledge or agree to preserve substantially intact sell or pledge any stock owned by it in any of its subsidiaries; (ii) amend its Articles of Incorporation or Bylaws; or (iii) split, combine or reclassify any shares of its outstanding capital stock or declare, set aside or pay any dividend or other distribution payable in cash, stock or property in respect of its capital stock, or directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or other securities or shares of the business organization capital stock or other securities of LQ and any of its subsidiaries, other than in connection with the use of shares of capital stock to keep available pay the services exercise price or tax withholdings in connection with its stock-based employee benefit plans in the ordinary course of the present officers, employees and consultants of LQ and its subsidiaries and to preserve the present relationships of LQ and its subsidiaries business in accordance with customers, suppliers and other persons with which LQ or any of its subsidiaries has significant business relations. During such period, past practice; (c) neither LQ AMI nor any of its subsidiaries shallshall (i) authorize for issuance, directly or indirectly, without the prior written consent of Dynabazaar: (a) amend LQ Charter Documents; (b) issue, sell, pledge, dispose of or of, encumber, deliver or authorize the issuanceagree or commit to issue, salesell, pledge, disposition or encumbrance deliver any additional shares of, any shares of capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of, its capital stock of capital stock, any class or exchangeable into shares of stock of any class or any other ownership interest Voting Debt (includingwhether through the issuance or granting of options, without limitationwarrants, any phantom interest) in LQ commitments, subscriptions, rights to purchase or any of its subsidiaries (otherwise), except for the issuance of unissued shares of LQ AMI Common Stock issuable reserved for issuance upon the exercise of the stock options or warrants described in the AMI Disclosure Schedule pursuant to LQ Stock Options outstanding on the date hereof)AMI's employee stock plans; (cii) sell, pledgeacquire, dispose of of, transfer, lease, license, mortgage, pledge or encumber any assets (except for sales of immaterial assets not in excess of $100,000 in the aggregate); (d) (i) declare, make or pay any dividend fixed or other distribution in respect of any of its capital stockassets, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or (iii) amend the terms or change the period of exercisability of any option, warrant or right, directly or indirectly, to acquire any such securities; (e) incur any indebtedness for borrowed money (other than in the ordinary course of business and consistent with past practice under practices; (iii) incur, assume or prepay any existing lines of credit) indebtedness, liability or obligation or any other liabilities or issue any debt securities, other than in the ordinary course of business and consistent with past practices; (iv) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person (other than a wholly-owned subsidiary), other than in the ordinary course of business and consistent with past practices; (v) make any loans, advances or capital contributions to, or investments in, any other person (other than to wholly-owned subsidiaries), other than in the ordinary course of business and consistent with past practices; or (vi) fail to maintain adequate insurance consistent with past practices for their businesses and properties; (d) AMI shall use its best efforts to preserve intact the business organization of AMI and its subsidiaries to keep available the services of its and its subsidiaries' present officers and key employees, and to preserve the goodwill of those having business relationships with it and its subsidiaries; provided, however, that no breach of this representation shall be deemed to have occurred if a failure to comply with this Section 6.1(d) occurs as a result of any matter arising out of the transactions contemplated by this Agreement or any acquisition proposals made to AMI or the public announcement thereof; (e) neither AMI nor any of its subsidiaries, nor NPB nor any of its subsidiaries shall (i) take, or allow to be taken, any action which would jeopardize the treatment of the Merger as a pooling of interests for accounting purposes or (ii) take, or allow to be taken or fail to take any action which act or omission would jeopardize qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code; (f) increase the compensation (including bonus) AMI shall pay and cause its subsidiaries to pay debts and taxes when due subject to good faith disputes thereof, and pay or severance payable to its directors, officers, employees or consultantsperform other obligations when due; (g) neither AMI nor any of its subsidiaries, nor NPB nor any of its subsidiaries shall fail to comply in use all material respects with applicable laws and regulations reasonable efforts to take or omit to timely file such documents or make such disclosures as may be required by applicable law or regulation; or (h) take any action nor shall they agree, in writing or otherwise, to take or omit to take any action, which would make any representation or warranty of the representations AMI or warranties of LQ contained in this Agreement NPB, respectively, herein untrue or incorrect or prevent LQ from performing its covenants hereunder or cause any condition to LQ's obligations to consummate the transactions contemplated hereby not to be satisfied.incorrect; A-20 26