Common use of Conduct of Business Prior to Closing Clause in Contracts

Conduct of Business Prior to Closing. Except as IGU may otherwise consent, from the Effective Date until the Closing: (a) Except as otherwise provided in Sections 5.3(b), (c), and (d), AIDEA shall cause the Acquired Companies to: (1) conduct the Operations in the ordinary course of business and consistent with prior practice, and subject to their existing contractual obligations, so long as such action does not result in a Material Adverse Effect; (2) not alter Inventory levels in any material way from their usual and customary amounts; (3) not sell, lease (as lessor), transfer, license (as licensor), or voluntarily dispose of, any assets material to the Operations, other than Inventory sold in the ordinary course; and (4) not amend or voluntarily terminate any Material Contract. (b) AIDEA shall not allow any Encumbrance to be placed against any of the assets of any of the Acquired Companies after the Effective Date. (c) AIDEA shall not allow the Acquired Companies to enter into any agreement having a term of more than six months or any agreement reasonably expected to require expenses or expenditures of more than $50,000. (d) AIDEA shall cause the Acquired Companies to use reasonable efforts to preserve their business organizations and relations with their customers, suppliers, and employees. (e) AIDEA shall not allow the Acquired Companies to increase salaries, wages, or benefits for any of the Acquired Companies’ employees or to pay or promise any bonuses to employees, except in the ordinary course of business and consistent with past practices and so long as the cumulative effect of such increases or bonuses is not greater than $50,000 per year. (f) AIDEA shall cause the Acquired Companies to use reasonable efforts to cause there to be no less than Four Million Dollars ($4,000,000) in cash among the consolidated assets of Pentex and the Subsidiaries at the time of Closing. (g) AIDEA shall cause the Acquired Companies to notify IGU in writing within five days after AIDEA or any of the Acquired Companies has Knowledge of any matter or event which will have a Material Adverse Effect and to report quarterly to IGU, not later than the 15th day after the end of any quarter, concerning the status of the businesses and finances of the Acquired Companies.

Conduct of Business Prior to Closing. Except as IGU AIDEA may otherwise consent, from the Effective Date date of this Agreement until the Closing: (a) Except as otherwise provided in Sections 5.3(b), (c), and (d), AIDEA Sellers shall cause the Acquired Companies to: (1) to conduct the Operations in the ordinary course of business and consistent with prior practice, and subject to their existing contractual obligations, and subject to Sellers’ right to replace Xxxxxxx Transportation Systems, Inc. as the trucking service provider for the Acquired Companies, on commercially reasonable terms, as may be required pursuant to the expiration or termination of existing agreements, so long as such action does not result in a Material Adverse Effect; (2) . Sellers shall cause the Acquired Companies to not alter Inventory levels in any material way from their usual and customary amounts; (3) . Sellers shall cause the Acquired Companies to not sell, lease (as lessor), transfer, license (as licensor), or voluntarily dispose of, any assets material to the Operations, other than Inventory sold in the ordinary course; , and (4) except as contemplated pursuant the Harvest Alaska Contracts. Sellers shall cause the Acquired Companies to not amend or voluntarily terminate any Material Contract. (b) AIDEA . Sellers shall not allow any Encumbrance to be placed against any of the assets of any of the Acquired Companies after the Effective Datedate of this Agreement. (cb) AIDEA Sellers shall not allow cause the Acquired Companies to not enter into any agreement having a term of more than six months months, or any agreement reasonably expected to require expenses or expenditures of more than $50,000; provided, however, that with respect to agreements for the capital expenditures contemplated in the loan agreement between AIDEA and Fairbanks Natural Gas, LLC dated May 19, 2014, Fairbanks Natural Gas, LLC may enter into such agreements without the prior approval of AIDEA. (dc) AIDEA Sellers shall cause the Acquired Companies to use reasonable efforts to preserve their business organizations and relations with their customers, suppliers, suppliers and employees. (e) AIDEA . Sellers shall not allow cause the Acquired Companies to not increase salaries, wages, wages or benefits for any of the Acquired Companies’ employees or and to not pay or promise any bonuses to employees, except in the ordinary course of business and consistent with past practices and so long as the cumulative effect of such increases or bonuses is not greater than $50,000 per year. (fd) AIDEA Sellers shall cause the Acquired Companies to use reasonable efforts to cause there to be no less than Four Million Dollars ($4,000,000) in cash among confer with AIDEA on any material matters affecting the consolidated assets of Pentex and the Subsidiaries at the time of Closing. (g) AIDEA shall cause the Acquired Companies to notify IGU in writing within five days after AIDEA or any of the Acquired Companies has Knowledge of any matter or event which will have a Material Adverse Effect Operations and to report quarterly periodically to IGU, not later than the 15th day after the end of any quarter, AIDEA concerning the status of the their businesses and finances of the Acquired Companiesfinances.

Conduct of Business Prior to Closing. Except as IGU may otherwise consent, from the Effective Date until the Closing: (a) Seller shall continue to maintain, repair, manage, and operate the property in the same manner as it is now conducted, reasonable wear and tear and casualty excepted, and shall perform all obligations under the Lease until closing and, subject to the terms of the Lease Assignment, deliver possession of the property to Purchaser. Except as otherwise provided in Sections 5.3(b)subparagraph (b) of this paragraph, (c)Purchaser shall have no rights with respect to the management, and (d), AIDEA shall cause the Acquired Companies to: (1) conduct the Operations in the ordinary course of business and consistent with prior practice, and subject to their existing contractual obligations, so long as such action does not result in a Material Adverse Effect; (2) not alter Inventory levels in any material way from their usual and customary amounts; (3) not sell, lease (as lessor), transfer, license (as licensor)operation, or voluntarily dispose of, any assets material to conduct of the Operations, other than Inventory sold in the ordinary course; and (4) not amend or voluntarily terminate any Material Contractproperty until closing. (b) AIDEA Seller shall submit to Purchaser, for his approval, after the execution hereof, any service contract or lease relating to the property which Seller contemplates executing. Seller shall not allow execute any Encumbrance such service contract or lease until it is first approved in writing by Purchaser. Seller, however, shall not be required to execute a service contract or lease because it has been submitted to Purchaser for approval and approved by him. Purchaser will not unreasonably withhold approval of any service contracts or leases submitted to Purchaser for approval by Seller. Seller shall not modify, extend, renew, cancel, or surrender the Lease without Purchaser's written consent in each instance, such consent not to be placed against any of the assets of any of the Acquired Companies after the Effective Dateunreasonably withheld, conditioned or delayed. (c) AIDEA shall not allow the Acquired Companies to enter into If Purchaser approves any agreement having a term of more than six months such contract or any agreement reasonably expected to require expenses or expenditures of more than $50,000. (d) AIDEA shall cause the Acquired Companies to use reasonable efforts to preserve their business organizations and relations with their customerslease, suppliersin writing, and employees. it is subsequently executed by Seller, an executed copy of the contract or lease shall be deposited by Seller into the escrow. Purchaser shall accept and assume all of the terms, provisions, covenants and conditions which Seller is required to observe, perform and keep in each service contract or lease that Purchaser approves under subparagraph (ec) AIDEA of this paragraph, and which is executed by Seller. Purchaser shall not allow the Acquired Companies to increase salariesindemnify and hold Seller harmless from and against any claim, wagesdemand, or benefits for cause of action asserted against Seller arising from a breach, violation, or failure to perform any of the Acquired Companies’ employees or to pay or promise any bonuses to employees, except in the ordinary course of business and consistent with past practices and so long as the cumulative effect of such increases or bonuses is not greater than $50,000 per year. (f) AIDEA shall cause the Acquired Companies to use reasonable efforts to cause there to be no less than Four Million Dollars ($4,000,000) in cash among the consolidated assets of Pentex and the Subsidiaries at the time of Closing. (g) AIDEA shall cause the Acquired Companies to notify IGU in writing within five days after AIDEA or any of the Acquired Companies has Knowledge provision of any matter such contract or event which will have a Material Adverse Effect and lease that allegedly occurs after closing. Seller shall hold Purchaser harmless from any claim, demand, or cause of action asserted against him arising from any breach, violation, or failure to report quarterly to IGU, not later than the 15th day after the end perform any provision of any quarter, concerning the status of the businesses and finances of the Acquired Companiessuch contract or lease that allegedly occurs before closing.

Conduct of Business Prior to Closing. Except as IGU may otherwise consent, from the Effective Date until the Closing: (a) Except as otherwise provided in Sections 5.3(b)The Sellers covenant and agree that, (c)between the date hereof and the Closing Date, and (d), AIDEA they shall cause the Acquired Companies to operate in the ordinary course of business, consistent with past practice, except as otherwise provided in this Agreement and except: (i) as otherwise contemplated by this Agreement; (ii) as permitted by Section 4.1(b), that the Acquired Companies may not distribute cash and cash equivalents to one or more of the Sellers on or prior to the Closing Date; and (iii) that the rights (if any) of REITCO in and to, and the obligations under or arising from, (x) the tradename "Cobblestone" and (y) that certain license agreement by and among REITCO, as successor by merger to Cobblestone Holdings, Inc., MGG and Cobblestone, pursuant to which REITCO and MGG currently license certain rights in and to the tradename "Cobblestone" will be assigned by REITCO to MGG prior to the Closing and (iv) that the Sellers or their Affiliates (including the Acquired Companies) may transfer shares of capital stock of the Acquired Companies so long as (A) the Sellers transfer to the Buyer pursuant to Article I hereof, all of the issued and outstanding Acquired Shares, and (B) the Companies own all of the issued and outstanding capital stock of their Subsidiaries, except as disclosed on the Schedules hereto. Without limiting the generality of the foregoing, from the date hereof until the Closing, except as required by this Agreement and except for transactions expressly approved in writing by Buyer, which approval shall not be unreasonably withheld, Sellers shall use commercially reasonable efforts to: (1A) conduct Maintain inventories and pre-paid expenses at current levels, except for purchases and/or sales in the Operations ordinary course of business, and maintain the properties and assets of the Acquired Companies in good repair, order and condition, reasonable wear and tear and involuntary casualty and condemnation excepted; (B) Maintain and keep in full force and effect (I) all insurance on the Acquired Companies' assets and property, (II) the insurance for the benefit of employees of the Acquired Companies, (III) all liability and other casualty insurance, and (IV) all bonds on personnel, which, in each case, are currently in effect, or commercially reasonable substitutions therefor; (C) Maintain and operate the Acquired Companies and the properties and assets of the Acquired Companies in compliance in all material respects with all applicable Laws, including, without limitation and subject to the rights set forth in Section 4.12 hereunder, all applicable Environmental Laws; (D) Manage and administer all pending and threatened litigation matters in a manner consistent with commercially reasonable business practice, giving due regard to recommendations of legal counsel; (E) Maintain all liquor (or beer and wine, as applicable) licenses, permits and authorizations required by Law for the continued sale of alcohol by the Acquired Companies at those Properties at which alcohol is presently served; (F) Maintain all current insurance or reinsurance policies the absence of which would have a Material Adverse Effect, unless simultaneously with any cancellation, termination, or lapse, replacement policies providing coverage equal to or greater than the coverage so canceled, terminated, or lapsed are in full force and effect and written copies thereof have been provided to Buyer; and (G) Continue all capital projects, including without limitation, the construction and development of the Blackstone Golf Club in Frisco, Texas and the Whitestone Golf Club in Benbrook, Texas as set forth in the capital expenditure budget attached as Schedule 4.1(c). (b) The Sellers and the Buyer agree that all intercompany accounts (if any) between the Sellers or any affiliate of the Sellers (other than an Acquired Company) on the one hand and any of the Acquired Companies on the other hand shall be settled by the Sellers and the Acquired Companies, at or prior to the Closing. (c) In furtherance and not in limitation of the foregoing, the Sellers covenant and agree that, except as described in Schedule 4.1(c), the Acquired Companies will not, prior to the Closing, without the consent of the Buyer, which consent shall not be unreasonably withheld (except as set forth in subsections (iv) and (vii) below): (i) Make any purchase, sale or disposition of any asset or property with a purchase price in excess of $75,000 individually or $100,000 in the aggregate, except as provided in the Acquired Companies existing capital budget, or mortgage, pledge, subject to a voluntary lien or otherwise voluntarily encumber (except for mechanics', carriers', suppliers' workmen's or repairmen's liens) any of its properties or assets, except for any such mortgage, pledge, lien or encumbrance which, by its terms, will be terminated or otherwise be extinguished at or prior to the Closing; (ii) Incur any material contingent liability as a guarantor or otherwise with respect to the obligations of others, or incur any other material contingent or fixed obligations or liabilities in excess of $75,000 individually or $100,000 in the aggregate; (iii) Make any change or incur any obligation to make a change in its articles or certificate of incorporation, by-laws or authorized or issued capital stock, except for the release of any pledge of the Acquired Shares made by or on behalf of the Sellers to REITCO's senior lenders; (iv) Declare, set aside or pay any dividend, make any other distribution in respect of its capital stock or make any direct or indirect redemption, purchase or other acquisition of its capital stock, except for any transfer of the Acquired Shares by and between the Sellers and/or their respective Subsidiaries on or prior to the Closing Date and provided, however, that, from and after March 31, 1999 (provided that Sellers shall have extended the Closing Date in accordance with Section 1.4 hereof) in no event shall the Acquired Companies pay any dividend, make any distribution in respect of its capital stock, issue any capital stock or make any direct or indirect redemption, purchase or other acquisition of its capital stock, make payments to any Affiliates (other than any other Acquired Company and its Subsidiaries) except only for payments permitted under Sections 4.1(b) and 4.1(c)(vi) hereof except (x) for any transfer of the Acquired Shares by and between the Sellers and/or their respective Subsidiaries on or prior to the Closing Date, as extended, and (y) the Acquired Companies shall be entitled to distribute or otherwise pay to the Sellers amounts contributed, loaned or otherwise paid by Sellers after March 31, 1999 in connection with capital projects; (v) Make any change in the compensation payable or to become payable (A) to any of the officers, employees, agents or independent contractors who receive total annual compensation of $50,000 or less other than in the ordinary course of business and consistent with prior past practice; or (B) to any of its officers, employees, agents or independent contractors who receive total annual compensation in excess of $50,000; (vi) Prepay any loans (if any) from its shareholders, officers or directors, other than as required by their respective terms and as required by Section 4.1(b) hereof, or make any change in its borrowing arrangements; (vii) Amend, modify or terminate any contract or agreement disclosed pursuant to Section 2.12(a) hereof or execute or otherwise enter into or amend or modify any contract or agreement with the Sellers or their Affiliates (except for the Acquired Companies) except as otherwise contemplated by this Agreement; (viii) Change any material accounting principles, policies or practices used by its relating to the Acquired Companies, except for (A) the write-off (if any) of goodwill, and (B) any change required by reason of a concurrent change in generally accepted accounting principals and notice of which is given in writing by Sellers to Buyer; (ix) Amend the membership by-laws for any club (each a "Club", and collectively, the "Clubs") owned or operated by any of the Acquired Companies; (x) Sell, assign or create any life or equivalent membership in any Club; (a) sell or create individual memberships at discounts in excess of 10% off stated initiation fees or deposits; (b) sell or create individual memberships with dues discounted by more than 10% off stated dues or the price of goods or services (provided, Sellers may offer up to two (2) months free dues or equivalent dollar club credit as a sale closing incentive); (c) sell multiple membership units (up to five (5) units) at discounts in excess of 33% off stated initiation fees or deposits (plus an additional 10% discount for all cash purchases); or (d) sell more than six (6) memberships to any one (1) party; (xii) initiate any marketing practices or programs that are not consistent with each club's prior practices; or materially change the membership commission structures at any club; (xiii) Create or issue any honorary membership at any Club; (xiv) Collect any monthly or quarterly dues (in excess of de minimis amounts) more than 1 collection period in advance; (xv) Merge or consolidate with or agree to merge or consolidate with, nor purchase or agree to purchase all or substantially all of the assets of, or otherwise acquire, any other party (subject to their the terms of Section 4.8 hereof); (xvi) Authorize for issuance, issue, sell or deliver any additional stock of any class of any Acquired Company or any securities or obligations convertible into stock of any class of any Acquired Company or issue or grant any option, warrant or other right to purchase any stock of any class of any Acquired Company; (xvii) Except for the transfer of capital stock of MGG II from OPCO to REITCO, assign, transfer, convey, pledge or transfer any shares of any Acquired Company's capital stock; (xviii) Modify, amend or alter any existing contractual obligationscredit facilities, so long the obligations with respect to which will remain with the Acquired Company after the Closing Date; (xix) Cause a default by an Acquired Company under any existing material agreement or contract of such Acquired Company, which default, if not willful, could have a Material Adverse Effect; (xx) Execute or otherwise enter into any construction or development agreement requiring a payment in excess of $100,000 except as such action does not otherwise provided in the Acquired Companies' capital budget attached as Schedule 4.1(c) hereto; (xxi) Cause or suffer any act or omission from and after the date of this Agreement which would cause or result in the breach of the representations and warranties contained in Section 2.14, which breach would have a Material Adverse Effect; provided, however, that the disclosure of items by the Buyer pursuant to Section 4.12 hereof shall not be deemed to be an act or omission resulting in a breach of the representations and warranties contained in Section 2.14; (2xxii) not alter Inventory levels in Take any material way from their usual and customary amounts; (3) not sell, lease (as lessor), transfer, license (as licensor)affirmative action, or voluntarily dispose ofaffirmatively fail to take any action, any assets material necessary to maintain all permits, licenses and authorizations (except as they relate to alcohol) required by Law for the Operations, other than Inventory sold in the ordinary course; and (4) not amend or voluntarily terminate any Material Contract. (b) AIDEA shall not allow any Encumbrance to be placed against any of the assets of any operation of the Acquired Companies after the Effective Date. (c) AIDEA shall not allow the Acquired Companies to enter into any agreement having a term of more than six months or any agreement reasonably expected to require expenses or expenditures of more than $50,000. (d) AIDEA shall cause the Acquired Companies to use reasonable efforts to preserve their business organizations and relations with their customers, suppliers, and employees. (e) AIDEA shall not allow the Acquired Companies to increase salaries, wages, or benefits for any of the Acquired Companies’ employees or to pay or promise any bonuses to employees, except in the ordinary course of business and consistent with past practices and so long as the cumulative effect of such increases or bonuses is not greater than $50,000 per year. (f) AIDEA shall cause the Acquired Companies to use reasonable efforts to cause there to be no less than Four Million Dollars ($4,000,000) in cash among the consolidated assets of Pentex and the Subsidiaries at Properties the time absence of Closing. (g) AIDEA shall cause the Acquired Companies to notify IGU in writing within five days after AIDEA or any of the Acquired Companies has Knowledge of any matter or event which will would have a Material Adverse Effect and Effect; and (xxiii) Agree or make any commitment to report quarterly to IGU, not later than the 15th day after the end of take any quarter, concerning the status of the businesses and finances of the Acquired Companiesactions prohibited by this Section 4.

Conduct of Business Prior to Closing. Except as IGU may otherwise consentFrom the date hereof until Closing, from the Effective Date until the Closing: (a) Except except as otherwise provided in Sections 5.3(bthis Agreement, set forth in Section 5.01 of the Disclosure Schedules or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), (c)the Company shall, and (d), AIDEA shall cause its Subsidiaries to: (a) conduct the business of the Acquired Companies to: (1) conduct the Operations in all material respects in the ordinary course of business and consistent with prior practice, and subject to their existing contractual obligations, so long as such action does not result in a Material Adverse Effect; (2) not alter Inventory levels in any material way from their usual and customary amounts; (3) not sell, lease (as lessor), transfer, license (as licensor), or voluntarily dispose of, any assets material to the Operations, other than Inventory sold in the ordinary coursepast practices; and (4) not amend or voluntarily terminate any Material Contract. (b) AIDEA shall not allow any Encumbrance to be placed against any of the assets of any of the Acquired Companies after the Effective Date. (c) AIDEA shall not allow the Acquired Companies to enter into any agreement having a term of more than six months or any agreement reasonably expected to require expenses or expenditures of more than $50,000. (d) AIDEA shall cause the Acquired Companies to use commercially reasonable efforts to maintain and preserve their intact the current organization, business organizations and relations with their customers, suppliers, and employees. (e) AIDEA shall not allow the Acquired Companies to increase salaries, wages, or benefits for any franchise of the Acquired Companies’ employees or . Notwithstanding the foregoing, the parties hereto hereby agree that the Acquired Companies shall be allowed to use Cash to pay or promise off Indebtedness prior to Closing and to distribute any bonuses and all Cash to employeesits shareholders prior to Closing. From the date hereof until Closing, except as consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), the Company shall not take or cause or permit its Subsidiaries to take any action that would cause any of the changes, events or conditions described in Section 3.12 to occur; provided, however, that any capital expenditures that the Company desires to make during such period that are in addition to the Approved Capital Expenditures shall be presented to Buyer along with documentation supporting the making of such capital expenditure and after receipt of all requested information, Buyer shall have a thirty (30) day period in which to approve such capital expenditure in its discretion. For all such capital expenditures that are approved by Buyer (the “Additional Capital Expenditures”), the Company shall be fully reimbursed for such Additional Capital Expenditures, which shall result in an increase to the Purchase Price and the Closing Payment, as set forth in Section 2.02 and Section 2.03(a), respectively. Without limiting the generality of the foregoing, from the date hereof until Closing, except as consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), no Acquired Company shall: execute (a) any contract that would have been a Material Contract were any Acquired Company a party or subject thereto on the date of this Agreement other than entry into renewals of existing Company Material Contracts in the ordinary course of business and consistent with past practices and so long as (but in no event, for terms of more than twenty-four (24) months); (b) any lease agreement for real property (other than a lease with respect to the cumulative effect of such increases Narrows Theater in Tacoma, Washington); or bonuses is not greater than $50,000 per year. (fc) AIDEA shall cause the Acquired Companies to use reasonable efforts to cause there to be no less than Four Million Dollars ($4,000,000) terminate or amend in cash among the consolidated assets of Pentex and the Subsidiaries at the time of Closing. (g) AIDEA shall cause the Acquired Companies to notify IGU in writing within five days after AIDEA any material respect any Material Contract or waive, release or assign any of the Acquired Companies has Knowledge material right, claims or benefit of any matter Acquired Company thereunder, except for such terminations, amendments, waivers, releases or event which will have a Material Adverse Effect and to report quarterly to IGU, not later than assignments in the 15th day after the end ordinary course of any quarter, concerning the status of the businesses and finances of the Acquired Companiesbusiness consistent with past practices.

Conduct of Business Prior to Closing. Except as IGU may otherwise consentWithout in any way limiting any other obligation of the Company or any Company Subsidiary hereunder, during the period from the Effective Date until date hereof to the time of Closing, each of Sellers, the Company and the Company Subsidiaries covenant and agree as follows: (a) Prior to Closing, each of Sellers, the Company and the Company Subsidiaries shall conduct the Company’s Business only in the Ordinary Course of Business and shall not, without Buyer’s prior written consent, enter into any transaction or refrain from doing any action which, if effected before the date of this Agreement, would constitute a breach of any representation, warranty, covenant or other obligation of the Company, the Company Subsidiaries or Sellers contained herein or have a Material Adverse Effect on the Company. If the Company, the Company Subsidiaries or Sellers consider any material change, alteration or modification to the Company’s Business that is out of the Ordinary Course of Business, the Company and Sellers shall notify Buyer, and such change, alteration or modification shall not be made without consultation with Buyer. If Buyer disagrees with the proposed material change, alteration or modification and the Company implements such proposal notwithstanding Buyer’s disagreement, this Agreement shall be voidable, at Buyer’s option, by written notice to Sellers given not more than ten (10) days following the date Buyer had actual notice of the implementation of such proposal, such right to be without prejudice to any other rights or remedies available to Buyer. The Sellers shall notify Buyer forthwith of the implementation of any such proposal with which Buyer had disagreed. (b) The Company and the Company Subsidiaries shall continue to maintain in full force and effect all policies of insurance or renewals thereof now in effect and shall give all notices and present all claims under all policies of insurance in a due and timely fashion. (c) Sellers shall cause the Company and the Company Subsidiaries to maintain and the Company and the Company Subsidiaries shall maintain the books and records and all other documents, files, and other data, financial or otherwise relating to the Company and the Company Subsidiaries or their business. (d) The Company and the Company Subsidiaries shall not sell, lease, license, transfer or otherwise dispose of any of the assets of the business, except in the Ordinary Course of Business. (e) The Company and the Company Subsidiaries shall not increase the compensation of Sellers or any employee and shall not grant any increased bonuses, benefits or other forms of direct or indirect compensation to any Seller or employee, nor shall the Company nor any Company Subsidiary enter into or amend any severance, termination, notice or change-of-control agreement with any Seller or employee. (f) The Company and the Company Subsidiaries shall not incur any indebtedness for borrowed money, whether under existing credit lines or otherwise, or guarantee any such indebtedness of another Person or issue or sell any debt securities or guarantee any debt securities of another Person. (g) The Company and the Company Subsidiaries shall not, other than in the Ordinary Course of Business, (i) lend any money, other than reasonable and normal advances to employees for bona fide expenses that are incurred in the ordinary course of business consistent with its past practices (provided that no proceeds of any such advances are used directly or indirectly to purchase shares of Company Shares), (ii) make any investments in or capital contributions to, any Person, (iii) forgive or discharge in whole or in part any outstanding loans or advances, or (iv) prepay any indebtedness for borrowed money. (h) The Company and the Company Subsidiaries shall not enter into any contractual arrangements for the business which would be Material Agreements or Contracts, other than in the Ordinary Course of Business, or violate, terminate, amend or otherwise modify or waive any of the material terms of any Material Agreement or Contract, or enter into any material transaction or take any other action, in either case not in the Ordinary Course of Business. (i) The Company and the Company Subsidiaries shall use their best efforts to carry on the business as currently conducted, and Sellers shall each use their respective best efforts to promote and preserve for Buyer the goodwill of suppliers, clients and others having business relations with the Company and the Company Subsidiaries. (j) Except as otherwise provided in Sections 5.3(b)this Agreement, (c)the Company and the Company Subsidiaries shall pay and discharge their respective liabilities in the Ordinary Course of Business, and (d), AIDEA shall cause the Acquired Companies to:except those contested in good faith. (1k) conduct Neither the Operations in Company nor any Company Subsidiary shall adopt any amendment to its Organizational Documents (other than those expressly contemplated by this Agreement and the ordinary course termination of business that certain Shareholder’s Agreement, dated as of June 7, 2000, among the Company and consistent with prior practiceeach of the Sellers). (l) The Company and the Company Subsidiaries shall not issue, and subject to their existing contractual obligationsreissue, so long as such action does not result in a Material Adverse Effect; (2) not alter Inventory levels in any material way from their usual and customary amounts; (3) not sell, lease (as lessor)deliver, transfer, license (as licensor)repurchase, redeem, acquire or pledge or authorize or propose the issuance, reissuance, sale, delivery, Transfer, repurchase, redemption, acquisition or pledge of shares or other voting or equity interest or any securities convertible into stock or other equity or voting interests, or voluntarily any rights, warrants or options to acquire any voting or equity interest. (m) The Company and the Company Subsidiaries will not materially change any of the accounting or Tax principles, practices or methods used by any of them, except as required by changes in applicable Tax laws, nor will the Company or any Company Subsidiary settle or compromise any material Tax liability or agree to any material adjustment of any Tax, or make or change any material election with respect to Taxes. (n) Except as otherwise provided in this Agreement, neither the Company nor any Company Subsidiary will change past practice with respect to the payment of accounts payable or the collection of accounts receivable or change any of its accounting methods, unless required by GAAP. (o) Neither the Company nor any Company Subsidiary will dispose of, permit to lapse, waive, release, or assign any assets rights or settle any claims with respect to, any material to Intellectual Property rights or any material claim of the Operations, other than Inventory sold in Company or the ordinary course; and (4) not amend or voluntarily terminate any Material ContractCompany Subsidiaries. (bp) AIDEA shall not allow Neither the Company nor any Encumbrance Company Subsidiary will declare, set aside or pay any cash or stock dividend or other distribution (whether in cash, stock or property) in respect of its capital stock, or redeem, repurchase or otherwise acquire any of its capital stock or other securities or pay or distribute any cash or property to be placed against any of its securityholders in respect of their securities or make any other cash payment to any of its securityholders in respect of their securities. (q) Neither the Company nor any Company Subsidiary will subdivide, split, combine or reverse split the outstanding shares of its capital stock of any class or series or enter into any recapitalization affecting the number of outstanding shares of its capital stock of any class or series or affecting any other of its securities. (r) Except as otherwise provided in this Agreement, neither the Company nor any Company Subsidiary will merge, consolidate or reorganize with, acquire, or enter into any other business combination with any corporation, partnership, limited liability company or any other entity, acquire a substantial portion of the assets of any of the Acquired Companies after the Effective Datesuch entity, or enter into any negotiations, discussions or agreement for such purpose. (cs) AIDEA shall not allow Neither the Acquired Companies Company nor any Company Subsidiary will (i) initiate any litigation, action, suit, proceeding, claim or arbitration or (ii) settle or agree to enter into settle any agreement having a term of more than six months litigation, action, suit, proceeding, claim or any agreement reasonably expected to require expenses or expenditures of more than $50,000arbitration. (d) AIDEA shall cause the Acquired Companies to use reasonable efforts to preserve their business organizations and relations with their customers, suppliers, and employees. (e) AIDEA shall not allow the Acquired Companies to increase salaries, wages, or benefits for any of the Acquired Companies’ employees or to pay or promise any bonuses to employees, except in the ordinary course of business and consistent with past practices and so long as the cumulative effect of such increases or bonuses is not greater than $50,000 per year. (f) AIDEA shall cause the Acquired Companies to use reasonable efforts to cause there to be no less than Four Million Dollars ($4,000,000) in cash among the consolidated assets of Pentex and the Subsidiaries at the time of Closing. (g) AIDEA shall cause the Acquired Companies to notify IGU in writing within five days after AIDEA or any of the Acquired Companies has Knowledge of any matter or event which will have a Material Adverse Effect and to report quarterly to IGU, not later than the 15th day after the end of any quarter, concerning the status of the businesses and finances of the Acquired Companies.

Conduct of Business Prior to Closing. Except as IGU may From the date hereof to the Closing Date, and except to the extent that Purchaser shall otherwise consentconsent in writing, from Seller and Company, with respect to the Effective Date until the ClosingBusiness, shall: (a) Except operate the Business substantially as otherwise provided in Sections 5.3(b), (c), previously operated and (d), AIDEA shall cause the Acquired Companies to: (1) conduct the Operations only in the ordinary course regular and Ordinary Course of business and Business consistent with prior practice, and subject to their existing contractual obligations, so long as such action does not result in a Material Adverse Effect; (2) not alter Inventory levels in any material way from their usual and customary amounts; (3) not sell, lease (as lessor), transfer, license (as licensor), or voluntarily dispose of, any assets material to the Operations, other than Inventory sold in the ordinary course; and (4) not amend or voluntarily terminate any Material Contract.past practices; (b) AIDEA shall not allow any Encumbrance to be placed against any confer with Purchaser concerning operational matters of the assets of any of the Acquired Companies after the Effective Date.a material nature; (c) AIDEA shall not allow maintain the Acquired Companies Business Assets in their present order and condition, reasonable wear and use excepted, and deliver or cause the delivery of all of the Business Assets to enter into any agreement having a term Purchaser upon Purchaser’s purchase of more than six months or any agreement reasonably expected the Shares on the Closing Date in such condition, and maintain all policies of insurance covering the Business Assets in amounts and on terms substantially equivalent to require expenses or expenditures of more than $50,000.those in effect on the date hereof; (d) AIDEA shall cause take all steps reasonably necessary to maintain Seller’s rights in and to the Acquired Companies Seller Intellectual Property and other intangible assets of Seller related to use reasonable efforts to preserve their business organizations and relations with their customers, suppliers, and employees.the Business; (e) AIDEA shall not allow the Acquired Companies to increase salaries, wages, or benefits for any pay all accounts payable arising out of the Acquired Companies’ employees conduct of the Business in accordance with past practice and collect all Accounts Receivable arising out of the conduct of the Business in accordance with past practice, but not less than in accordance with prudent business practices; (f) comply with all Laws applicable to the conduct of the Business where the failure to so comply would have a Material Adverse Effect on the Business or to pay or promise any bonuses to employees, except the Business Assets; (g) maintain the Books and Records in the usual, regular, and ordinary course of business and manner, on a basis consistent with past practices and so long as prepare and file all Tax Returns and amendments thereto required to be filed by Seller after taking into account any extensions of time granted by any taxing authorities; (h) use best efforts to preserve the cumulative effect goodwill and patronage of the Clients, Employees and suppliers of the Business and others having a business relationship with Seller with respect to the Business; (i) satisfy, terminate and discharge all Liens, including title defects, that are not Permitted Encumbrances and deliver evidence reasonably satisfactory to Purchaser and its counsel of such increases satisfaction, termination and discharge at or bonuses is not greater than $50,000 per year.prior to Closing; (fj) AIDEA shall cause the Acquired Companies otherwise report periodically to use reasonable efforts to cause there to be no less than Four Million Dollars ($4,000,000) in cash among the consolidated assets of Pentex and the Subsidiaries at the time of Closing. (g) AIDEA shall cause the Acquired Companies to notify IGU in writing within five days after AIDEA or any of the Acquired Companies has Knowledge of any matter or event which will have a Material Adverse Effect and to report quarterly to IGU, not later than the 15th day after the end of any quarter, Purchaser concerning the status of the businesses business, operations and finances affairs of the Acquired CompaniesBusiness; and (k) not, except in the Ordinary Course of Business, terminate, amend or modify in any material respect any Trust Instrument or Contract.

Conduct of Business Prior to Closing. Except At or before the Closing, ACDL will cause all necessary steps and corporate proceedings to be taken in order to permit the Purchased Shares to be issued to Pinnacle as IGU may otherwise consentfully paid and non-assessable shares in the capital of ACDL and to be duly recorded on the share registers and corporate records of ACDL as shares issued to and in favour of Pinnacle. At the Closing Time, from a share certificate representing the Effective Date Purchased Shares shall be delivered to Pinnacle without cost. From the date hereof until the Closing: (a) Except earlier of Closing and the termination of this Agreement in accordance with its terms, except as otherwise provided in Sections 5.3(bthis Agreement, the Transaction Agreements, the Share Purchase and Option Agreement, the Supplemental Loan Agreement, or consented to in writing by Pinnacle (which consent shall not be unreasonably withheld or delayed), ACDL (c), which for purposes of this Section 3.1 shall include ACDL and its Subsidiaries) shall (d), AIDEA shall cause the Acquired Companies to: (1w) conduct the Operations its business in the ordinary course of business and consistent with prior past practice, and subject to their existing contractual obligations, so long as such action does not result in a Material Adverse Effect; (2x) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of ACDL and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with ACDL and (y) comply with the covenants set forth in Section 3.2 of this Agreement. Without limiting the foregoing, from the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with its terms, ACDL shall not, without first obtaining the written consent of Pinnacle (which consent shall not alter Inventory levels in any material way from their usual and customary amounts; (3) not sell, lease (as lessorbe unreasonably withheld or delayed), transfertake any of the following actions: (a) enter into any transaction or arrangement to effect a merger, license (as licensor)amalgamation, consolidation, disposal of all or voluntarily dispose ofsubstantially all of ACDL’s assets, restructuring, reorganization or similar corporate transaction or arrangement involving ACDL or any assets material to the Operations, other than Inventory sold in the ordinary course; and (4) not amend or voluntarily terminate any Material Contract.of its Securities; (b) AIDEA shall not allow any Encumbrance to dissolve, liquidate, voluntarily commence bankruptcy proceedings or wind up the operations of ACDL; provided that Asian Coast Development Inc. (Barbados) and Asian Coast Development Inc. (Bahamas) may be placed against any of the assets of any of the Acquired Companies after the Effective Date.wound down, dissolved or otherwise liquidated as represented in Section 2.1(e) hereof; (c) AIDEA shall not allow the Acquired Companies to enter into establish or discontinue any agreement having a term significant line of more than six months or any agreement reasonably expected to require expenses or expenditures of more than $50,000.business; (d) AIDEA shall cause change the Acquired Companies to use reasonable efforts to preserve their business organizations and relations with their customerslegal form or jurisdiction of incorporation of ACDL or amend, suppliersalter or repeal (including by means of a merger, and employees.consolidation or otherwise) any provision of the Articles of Incorporation of ACDL (including, without limitation, the Notice of Articles) or Bylaws of ACDL; (e) AIDEA shall not allow the Acquired Companies to increase salariesdeclare, wagesset aside or pay any dividend or other distribution (whether in cash, stock or property) in respect of ACDL’s capital stock, or benefits for pay or otherwise distribute any cash or property to any of its security holders in their capacity as such, other than stock dividends in respect of Special Shares III and Special Shares Series IV as required by the terms thereof; (f) issue or sell any capital stock of any class or series or any other securities of ACDL (other than security issuances resulting from the exercise of options or warrants outstanding as of the date hereof), or issue or grant any warrants, rights or options, or securities that are exchangeable for, or convertible into, shares of the ACDL’s capital stock, except as permitted under Section 3.1(e) hereof; (g) split, combine, reclassify or redeem or modify any of the Acquired Companies’ employees rights, preferences, restrictions or conditions of any shares of capital stock of ACDL, effect a recapitalization or similar event or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of capital stock of ACDL, or accelerate the vesting of any options, restricted stock, stock appreciation rights or similar rights other than as currently contemplated by any current ACDL option or ACDL plan; (h) redeem, repurchase or otherwise acquire or offer to pay acquire any outstanding warrants, rights, or promise options to acquire shares of capital stock of the ACDL; (i) amend or modify the Existing Shareholders Agreement, other than to terminate it in its entirety; (j) incur or modify any bonuses Debt other than (A) loans by the Harbinger Lending Parties to ACDL in an aggregate amount not to exceed US$1,000,000 in any thirty (30) day period, (B) the BIDV Working Capital Facility; or (C) any increases in the term loan under the BIDV Credit Agreement; (k) make any loans or advances to any other third Person (including any advance of salary to employees), make any investments in or capital contributions to any third Person or forgive or discharge in whole or in part any outstanding loans or advances, or modify any of the foregoing, except for advances to employees for travel and business expenses or in connection with intra company loans or advances made in the ordinary course of business and consistent with past practices and so long as the cumulative effect of such increases or bonuses is not greater than $50,000 per year.practice; (fl) AIDEA shall cause place or allow the Acquired Companies to use reasonable efforts to cause there to be no less than Four Million Dollars ($4,000,000) in cash among the consolidated assets creation of Pentex and the Subsidiaries at the time of Closing. (g) AIDEA shall cause the Acquired Companies to notify IGU in writing within five days after AIDEA or any Liens on any of the Acquired Companies has Knowledge assets or properties of ACDL, except for Permitted Encumbrances and encumbrances pursuant to the BIDV Credit Agreement, the HSBC Charge and the BIDV Working Capital Facility; (m) enter into, assume, amend or modify any Material Contracts outside of the ordinary course of business, including but not limited to any agreement, arrangement or understanding with any other party with respect to the ownership, management or the development of any matter portion of the Ho Tram Project, except for agreements with respect to construction of Xxxxx X-0 or event which will have a Material Adverse Effect agreements that are otherwise permitted to be entered into by this Section 3.1; (n) enter into, assume, amend or modify any agreements, understandings or transactions between ACDL and any of its Affiliates, officers, directors, consultants or key employees or any Affiliate thereof except for payments in connection with the termination of the consulting agreements with certain of the Principal Shareholders (as defined in the Existing Shareholders Agreement) in an amount not to report quarterly exceed US$1,500,000; (o) enter into, assume or modify any material joint venture or partnership agreement, limited liability company agreement or other agreement involving the sharing of profits or losses by ACDL with any other Person; (p) increase the Construction Budget of Phase A-1 by an amount in excess of three percent (3%) of the total amount of such Construction Budget as of the date hereof; (q) materially reduce (A) any element or amenity of the Scope (including, without limitation, any of those elements or amenities identified in clauses (i) — (xi) of the definition of Scope) of Xxxxx X-0, or (B) the Standard of any Scope element or amenity of Phase A-1; (r) make, or commit to IGU, not later than the 15th day make after the end date of this Agreement, any quarterindividual or a series of related capital expenditures in excess of US$1,000,000 in the aggregate except for capital expenditures made in accordance with the approved Construction Budget for Phase A-1; (s) sell, concerning dispose of, transfer, lease, sell and lease back or license any property, tangible asset or interest therein of ACDL, except in the status ordinary course of business consistent with past practice; (t) make any acquisition, disposition of assets in any single transaction or series of related transactions, other than in the ordinary course of business in accordance with the Construction Budget for Xxxxx X-0, for consideration in excess of (A) US$1,000,000, or (B) US$5,000,000 in the aggregate; (u) settle, compromise, discharge or agree to settle any litigation, investigation, arbitration or proceeding in an amount in excess of $500,000 or agree to any settlement providing injunctive relief or other equitable remedy that is not in its favour; or (v) agree or commit to do any of the businesses and finances of the Acquired Companiesforegoing.

Conduct of Business Prior to Closing. Except as IGU may otherwise consent, from the Effective Date until the Closing: (a) Except The Company covenants to the Parent and Merger Sub that, except as otherwise provided may be approved in Sections 5.3(b)writing by the Parent, expressly contemplated by this Agreement or any Related Document, or as set forth on Section 8.1 of the Company’s Disclosure Schedule from and after the date hereof to the Closing Date: the Company and its Subsidiaries (c), and (d), AIDEA shall cause i) will not conduct or operate the Acquired Companies to: (1) conduct the Operations Business other than in the ordinary course of business and consistent with prior practice; (ii) will use commercially reasonable efforts to protect the Business of the Company and its Subsidiaries and maintain the goodwill they each now enjoy; and (iii) to the extent consistent with such operations, shall use commercially reasonable efforts to preserve intact the present business organization of the Company and its Subsidiaries and preserve their relationships with material suppliers, distributors, customers and others having business dealings with them, and subject use their commercially reasonable best efforts to preserve in full force and effect all material contracts (other than those contracts which are scheduled to expire in accordance with their existing contractual obligationsterms and are not otherwise renewable or their renewal would be deemed detrimental to the Company or its Subsidiaries). At or prior to Closing, so long the Company and the Principal Stockholders shall deliver to Parent such additions to or modifications of any sections or subsections of the Company’s Disclosure Schedule and the Stockholders’ Disclosure Schedule, as such action does not result the case may be, as may be necessary to make the information set forth therein true, accurate and complete in all material respects; provided that no addition or modification to the Company’s Disclosure Schedule or the Stockholders’ Disclosure Schedule that constitutes or reflects an event or occurrence that could have a Material Adverse Effect; (2Effect shall be effective unless the Parent consents to such addition or modification. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Section 8.13(a) not alter Inventory levels have been fulfilled and whether the indemnification obligation set forth in any material way from their usual Article 7 arise, the representations and customary amounts; (3) not sellwarranties of the Company set forth in Article 3 and the representations and warranties of the Principal Stockholders set forth in Article 4 shall be deemed to be qualified by the Company’s Disclosure Schedule and the Sellers’ Disclosure Schedule, lease (each as lessor), transfer, license (as licensor), supplemented or voluntarily dispose of, any assets material amended in accordance with this Section 8.1 at or prior to the Operations, other than Inventory sold in the ordinary course; and (4) not amend or voluntarily terminate any Material ContractClosing. (b) AIDEA The Company shall not allow any Encumbrance to be placed against any of the assets of any of the Acquired Companies after the Effective Date. (c) AIDEA shall not allow the Acquired Companies to enter into any agreement having a term of more than six months or any agreement reasonably expected to require expenses or expenditures of more than $50,000. (d) AIDEA shall cause the Acquired Companies to use reasonable efforts to preserve their business organizations and relations with their customers, suppliers, and employees. (e) AIDEA shall not allow the Acquired Companies to increase salaries, wages, or benefits for any of the Acquired Companies’ employees or to pay or promise any bonuses to employees, except in the ordinary course of business and consistent with past practices and so long as the cumulative effect of such increases or bonuses is not greater than $50,000 per year. (f) AIDEA shall cause the Acquired Companies to use commercially reasonable efforts to cause there the business of the Company to be conducted so that no less than Four Million Dollars condition in this Agreement will remain unfulfilled by reason of the actions or omissions of Principal Stockholders. The Company will not take or omit to take any action which action or omission would or might in its reasonable judgment cause any Material Adverse Event to occur in the financial condition, results of operations or business prospects of the Business. Until the Closing Date, Company will promptly advise Parent in a reasonably detailed written notice of any fact or occurrence or any pending or threatened occurrence, which ($4,000,000i) in cash among the consolidated assets of Pentex and the Subsidiaries (if existing at any time prior to or at the time Closing Date) would make the performance by Principal Stockholders of Closing. any covenant contained in this Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, or (gii) AIDEA shall cause is otherwise material to the Acquired Companies to notify IGU in writing within five days after AIDEA condition (financial or any otherwise), results of operations, businesses, properties, assets, future prospects or current or future liabilities of the Acquired Companies has Knowledge of any matter or event which will have a Material Adverse Effect and to report quarterly to IGU, not later than the 15th day after the end of any quarter, concerning the status of the businesses and finances of the Acquired CompaniesBusiness.

Conduct of Business Prior to Closing. Except as IGU may otherwise consentcontemplated hereby, during the period from the Effective Date until date of this Agreement to the ClosingClosing Date, Sellers will operate and maintain the Purchased Assets in the usual, regular and ordinary course of business and in substantially the same manner as they did prior to the date of this Agreement. Sellers will also operate and maintain the water treatment services business of CMS in the usual, regular and ordinary course of business and in substantially the same manner as they did prior to the date of this Agreement, and in particular shall take no action that would cause inventory, receivables, payables or other accounts related to such business to be materially different than as reflected on the October 31, 2004 balance sheet of CMS. Sellers shall use all reasonable efforts to (i) preserve intact the Business, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers and others having dealings with Sellers. Without limiting the generality of the foregoing, and, except as otherwise expressly provided in this Agreement and except as set forth on Schedule 7.10 of Sellers Disclosure Schedule, prior to the Closing Date, without the prior written consent of Purchaser, which will not be unreasonably withheld or delayed, Sellers shall not with respect to the Purchased Assets or the Business: (a) Except create, incur or assume debt that will remain an obligation of Purchaser following the Closing other than trade payables and other applicable operational liabilities incurred in the ordinary course of business; (b) increase the compensation of the Employees or benefits due the Employees under the Seller Plans, except for such increases in compensation or benefits as otherwise are contractually required or granted in the ordinary course of the Business in accordance with its past practice; provided that Sellers may make, prior to the Closing Date, any payment with respect to any such prohibited increase in Sections 5.3(b), compensation of any Employee it so elects and in its sole discretion; (c)) sell, and (d)transfer, AIDEA shall cause or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any material assets constituting to the Acquired Companies to: (1) conduct the Operations Purchased Assets, other than sales, transfers or disposals of, or enter into agreements to sell, transfer or otherwise dispose of, Inventory in the ordinary course of business and consistent in accordance with prior past practice, and subject to their existing contractual obligations, so long as such action does not result in a Material Adverse Effect; (2) not alter Inventory levels in any material way from their usual and customary amounts; (3) not sell, lease (as lessor), transfer, license (as licensor), or voluntarily dispose of, any assets material to the Operations, other than Inventory sold in the ordinary course; and (4) not amend or voluntarily terminate any Material Contract. (b) AIDEA shall not allow any Encumbrance to be placed against any of the assets of any of the Acquired Companies after the Effective Date. (c) AIDEA shall not allow the Acquired Companies to enter into any agreement having a term of more than six months or any agreement reasonably expected to require expenses or expenditures of more than $50,000.; (d) AIDEA shall cause the Acquired Companies to use reasonable efforts to preserve their business organizations and relations with their customersenter into any material agreement that would constitute an Assumed Contract, suppliers, and employees. (e) AIDEA shall not allow the Acquired Companies to increase salaries, wages, or benefits for any of the Acquired Companies’ employees or to pay or promise any bonuses to employees, except other than agreements made in the ordinary course of business and consistent in accordance with past practices and so long as practice; (e) amend or unilaterally terminate any material Assumed Contract, other than in the cumulative effect ordinary course of such increases or bonuses is not greater than $50,000 per year.business in accordance with past practice; or (f) AIDEA shall cause the Acquired Companies to use reasonable efforts to cause there permit to be no less than Four Million Dollars ($4,000,000) in cash among the consolidated incurred any Encumbrance on any assets of Pentex and the Subsidiaries at the time of ClosingBusiness other than Permitted Encumbrances. (g) AIDEA shall cause the Acquired Companies to notify IGU in writing within five days after AIDEA or any of the Acquired Companies has Knowledge of any matter or event which will have a Material Adverse Effect and to report quarterly to IGU, not later than the 15th day after the end of any quarter, concerning the status of the businesses and finances of the Acquired Companies.

Conduct of Business Prior to Closing. Except 1. Seller shall procure (steht dafür ein) that as IGU may otherwise consentsoon as reasonably possible after the Signing a general meeting of its shareholders to take place no later than June 23, from 2004 will be duly called with the Effective Date until agenda item of an approval of the Closing:execution of this Agreement and with the recommendation of the management board to approve the transfer of the DN Business to Purchasers. Furthermore, Seller shall use best efforts, notwithstanding statutory duties of the supervisory board, that Seller's supervisory board also makes such recommendation in line with the management board suggestion. 2. Seller covenants and procures (asteht dafür ein) Except as that it will, or, subject to the restrictions established by applicable mandatory law, will cause the Consolidated Companies and Associated Companies to—unless otherwise provided in Sections 5.3(b), (c), and (d), AIDEA shall cause the Acquired Companies to: (1) this Agreement—conduct the Operations in the ordinary course of business and consistent with prior practice, and subject to their existing contractual obligations, so long as such action does not result in a Material Adverse Effect; (2) not alter Inventory levels in any material way from their usual and customary amounts; (3) not sell, lease (as lessor), transfer, license (as licensor), or voluntarily dispose of, any assets material to the Operations, other than Inventory sold in the ordinary course; and (4) not amend or voluntarily terminate any Material Contract. (b) AIDEA shall not allow any Encumbrance to be placed against any of the assets of any of the Acquired Companies after the Effective Date. (c) AIDEA shall not allow the Acquired Companies to enter into any agreement having a term of more than six months or any agreement reasonably expected to require expenses or expenditures of more than $50,000. (d) AIDEA shall cause the Acquired Companies to use reasonable efforts to preserve their business organizations and relations with their customers, suppliers, and employees. (e) AIDEA shall not allow the Acquired Companies to increase salaries, wages, or benefits for any of the Acquired Companies’ employees or to pay or promise any bonuses to employees, except DN Business in the ordinary course of business and consistent with past practices in the period between the Signing and so long as the cumulative effect Closing Date and, to the extent consistent therewith, use its best efforts to preserve intact their assets and current business organizations, use its best efforts to keep available the services of their key employees and to preserve their contractual relationships with customers and suppliers. 3. Seller covenants and procures (steht dafür ein) that it will, or will cause subject to the restrictions established by applicable mandatory law the Consolidated Companies and Associated Companies to implement without undue delay after Signing without any liability towards the Consolidated Companies and Associated Companies the sale and transfer of (i) its special business area "Heavy Ammunition Business" and the "Plastics Business" (i.e. DN Kunststoff) to a third party (i.e. not one of the Companies); if a sale to a party outside the Seller's Group Companies cannot be completed within one month after the Signing Seller shall procure the sale and transfer of the respective business to a Seller's Group Company, assuming (mit schuldbefreiender Wirkung) any obligations of the respective seller under the respective sale and purchase agreement and (ii) the Companies' Intellectual Property Rights still registered for Seller to the Companies and re-register those in the name and on behalf of the Companies. Purchasers are aware that the acquirer of the Plastics Business requires from DN AG a royalty-free perpetual licence in respect of the use of the name "Dynamit Nobel" in combination with either the word "Kunststoff" or the word "Plastics". Sellers covenant and procure that the acquirer of the Plastics Business shall not be entitled to use the name or trademark "Dynamit Nobel" alone or for any products other than relating to Plastics/Kunststoff. 4. During the period between the Signing and the Closing, Sellers shall not and, subject to the restrictions established by applicable mandatory law, shall procure that each of the Consolidated Companies and Associated Companies shall not,—unless otherwise provided in this Agreement—without the prior written consent of Purchasers such increases consent not to be unreasonably withheld or bonuses delayed, do any of the following: (a) enter into or materially amend any Plan, collective bargaining or shop agreements, with respect to any of the Consolidated Companies or Associated Companies or, except for any increase required by applicable collective bargaining agreements or shop agreements, grant any material increase in the rates of pay or benefits to or enter into any old age part-time contracts, any new employment benefit plan or make any other material change in the employment or severance terms for any of the current or former directors, officers and employees in the DN Business; (b) enter into any contract or other arrangement which is not greater than $50,000 per year.likely to result in a material change in the nature of the business of any SBU; (c) materially increase the number of individuals employed by the Consolidated Companies and Associated Companies; (d) hire or dismiss directors and employees in the Management or renew or change agreements regarding compensation and pension arrangements of members of Management; (e) adopt or propose any change in its certificate of incorporation, articles of association or bylaws of any Consolidated Company or Associated Company; (f) AIDEA shall cause the Acquired Companies merge or consolidate with any other person or acquire a material amount of assets from any other person or to use reasonable efforts to cause there to be no less than Four Million Dollars split any Consolidated Company or Associated Company or sell, transfer or otherwise dispose of ($4,000,000Verpflichtungs- und Verfügungsgeschäfte) in cash among the consolidated assets of Pentex and the Subsidiaries at the time of Closing.Companies, or parts thereof (Betriebsteile); (g) AIDEA shall cause sell, acquire or rent any real estate or rights equivalent to real estate or encumber any real estate or rights equivalent to real estate with charges unless in the Acquired Companies ordinary course of business consistent with past practice; (h) create, grant, issue or permit the creation of an encumbrance, lien or any other third-party right or extend an existing encumbrance, lien or any third-party right affecting a material asset of any Consolidated Company or Associated Company with a value in excess of € 250,000 outside the ordinary course of business; (i) give, extend or renew any guarantee, indemnity or other agreement with a value in excess of € 250,000 to notify IGU secure or incur financial or other obligations with respect to another person's obligation (except an obligation of a Consolidated Company or Associated Company); (j) sell, lease, license, encumber, transfer or otherwise dispose of any material assets or businesses or property except pursuant to existing contracts or commitments or otherwise in writing within five days after AIDEA the ordinary course of business consistent with past practice; (k) terminate or amend any of the Acquired Material Agreements or enter into any agreement that, had it been in existence as of Signing, would have been a Material Agreement; fail to renew where renewal is appropriate and where the Consolidated Companies has Knowledge or Associated Companies have the right to renew any Material Agreement or waive any material rights thereunder; (l) grant volume rebates, discounts to customers, factoring or sales of any matter receivables, in each case outside the ordinary course of business or event which will have a Material Adverse Effect and to report quarterly to IGU, not later than inconsistent with past practice; (m) materially reduce the 15th day after the end of any quarter, concerning the status of the businesses and finances of the Acquired Companies.existing insurance coverage;

Conduct of Business Prior to Closing. Except as IGU may otherwise consentEach of the Seller and the Company covenants and agrees that, during the period from the Effective Date date of this Agreement and continuing until the Closing: (a) Except earlier of the termination of this Agreement or the Closing Date, unless Buyer shall otherwise agree and except as otherwise provided in Sections 5.3(b)contemplated by this Agreement or the Disclosure Schedule, (c), the Company shall and (d), AIDEA shall cause the Acquired Companies Subsidiaries to and Seller and the Company shall cause the Business Strategy Group to: (1i) conduct its business and the Operations businesses of Subsidiaries, taken as a whole, in the ordinary course of business and consistent with prior practicepast practice and (ii) use reasonable commercial efforts to preserve substantially intact the business organization of the Company and Subsidiaries taken as a whole or the Business Strategy Group, to keep available the services of the present key officers, employees and subject consultants of the Company and Subsidiaries taken as a whole or the Business Strategy Group and to their existing contractual obligationspreserve the present relationships of the Company, so long the Subsidiaries and the Business Strategy Group with customers, partners, suppliers and other persons with which the Company, the Subsidiaries or the Business Strategy Group have significant business relations. By way of amplification and not limitation, except as such action does not result in a Material Adverse Effect; (2) not alter Inventory levels in any material way contemplated by this Agreement or the Disclosure Schedule, neither the Seller, the Company, the Business Strategy Group nor the Subsidiaries shall, during the period from their usual the date of this Agreement and customary amounts; (3) not sellcontinuing until the earlier of the termination of this Agreement or the Closing Date, lease (as lessor), transfer, license (as licensor)directly or indirectly do, or voluntarily dispose ofpropose to do, any assets material of the following without the prior written consent of Buyer: (a) increase the compensation (including bonuses) payable on or after the date hereof, or to become payable on or after the OperationsClosing, other than Inventory sold in to any employee, consultant or independent contractor of the ordinary course; and (4) not amend Company, the Business Strategy Group or voluntarily terminate any Material Contract.Subsidiaries; (b) AIDEA shall not allow any Encumbrance to be placed against any of the assets of any of the Acquired Companies after the Effective Date. (c) AIDEA shall not allow the Acquired Companies to enter into or perform any agreement having a term of more than six months or any agreement reasonably expected to require expenses or expenditures of more than $50,000. (d) AIDEA shall cause the Acquired Companies to use reasonable efforts to preserve their business organizations and relations transactions with their customers, suppliers, Affiliates or other transactions other than on an arms length basis and employees. (e) AIDEA shall not allow the Acquired Companies to increase salaries, wages, or benefits for any of the Acquired Companies’ employees or to pay or promise any bonuses to employees, except in the ordinary course of business and consistent with past practices and so long as business; (c) declare or pay any dividends, issue, purchase or redeem any shares of its capital stock or any convertible securities into or exchangeable for any of its capital stock, or make any other distributions to its shareholders; (d) grant any options or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) incur, assume, or guaranty any liabilities or Indebtedness of any kind other than Indebtedness which is incurred in the cumulative effect ordinary course of such increases or bonuses is not greater than $50,000 per year.business; (f) AIDEA shall cause amend the Acquired Companies to use reasonable efforts to cause there to be no less than Four Million Dollars ($4,000,000) in cash among Company's Certificate of Incorporation or By-Laws or the consolidated assets of Pentex and the Subsidiaries at the time of Closing.Subsidiary Documents; (g) AIDEA shall cause make any purchase, sale or disposition of any asset or property other than in the Acquired Companies ordinary course of business, purchase any capital assets costing more than $50,000 and mortgage, pledge, subject to notify IGU in writing within five days after AIDEA a Lien or otherwise encumber any of its assets other than in the Acquired Companies has Knowledge ordinary course of business; (h) change any matter of its accounting methods, principles or event which will have a Material Adverse Effect and to report quarterly to IGUpractices, not later than the 15th day after the end collection policies, pricing policies; or (i) amend, modify or terminate any Contract or waive any of any quarter, concerning the status of the businesses and finances of the Acquired Companiesits rights thereunder.

Conduct of Business Prior to Closing. Except as IGU may otherwise consent, from the Effective Date until the Closing: (a) Except as otherwise provided in Sections 5.3(b)expressly contemplated by this Agreement, (c)during the Interim Period, the Mohawk Parties shall, and (d)shall cause their respective Subsidiaries and the Manager to, AIDEA and the GP Shareholders shall cause the Acquired Companies US Property GPs to, operate and carry on the Mohawk Business only in the ordinary course consistent with past business practices and substantially as currently operated. Consistent with the foregoing, the Mohawk Parties shall, and shall cause their respective Subsidiaries and the Manager to, and the GP Shareholders shall cause the US Property GPs to, use commercially reasonable efforts to keep and maintain, and require the Tenants under the Leases to keep and maintain, their assets and properties in good operating condition and repair and shall use commercially reasonable efforts consistent with past business practices to maintain their respective business organizations intact and to preserve the goodwill of the suppliers, contractors, licensors, licensees, employees, tenants, customers, distributors, resellers and others having business relations with the Mohawk Parties or any of their Subsidiaries (except, in each case, with the express prior written approval of the Invesque Parties). (b) During the Interim Period, the Mohawk Parties shall, and shall cause their respective Subsidiaries, the Manager and all Tenants under the Leases, as applicable, to, and the GP Shareholders shall cause the US Property GPs to, comply with all applicable Laws, all of their respective duties, obligations and liabilities under the Leases and any obligations under any Contracts relating to the Indebtedness of the US Property GPs, the Mohawk Parties and their respective Subsidiaries. (c) Except as expressly required by this Agreement or with the express prior written approval of the Invesque Parties (which approval shall not be unreasonably withheld, conditioned or delayed), during the Interim Period, the Mohawk Parties shall not, and the Mohawk Parties shall cause their respective Subsidiaries and the Manager (with respect to the Mohawk Parties and their Subsidiaries or the Mohawk Business) not to, and the GP Shareholders shall cause the US Property GPs not to: (1i) conduct (A) split, combine or reclassify any of their outstanding securities or issue, sell or authorize the Operations issuance of any other securities in respect of, in lieu of or in substitution for their outstanding securities, or (B) except for redemption notices provided prior to the date of this Agreement and set forth in Schedule 6.2(c)(i), purchase, redeem or otherwise acquire any outstanding securities of the Mohawk Parties or the US Property GPs; (ii) make any change in its line of business; (iii) (A) issue, grant, sell or encumber, any outstanding securities of the Mohawk Parties or their Subsidiaries or the US Property GPs; or (B) issue, grant, sell or encumber, or redeem or repurchase for anything other than cash, any security, option, warrant, put, call, subscription or other right of any kind, fixed or contingent, that directly or indirectly calls for the acquisition, issuance, sale, pledge or other disposition of any outstanding securities of the Mohawk Parties or the US Property GPs or make any other changes in the ordinary course equity capital structure of the Mohawk Parties or the US Property GPs; (iv) other than the February dividend that has been declared and not yet paid as of the date hereof in the amount of $170,563.52, declare, set aside or pay any distribution (whether in cash, securities or property or any combination thereof) in respect of any REIT Units, A2 Units, GP Units or US Property GP Shares; (v) create, incur or assume, or agree to create, incur or assume, any Indebtedness, in an amount not to exceed $50,000 in the aggregate, except in accordance with this Agreement; (vi) make any material change in the accounting principles and practices used by the Mohawk Parties applied in the preparation of the Financial Statements, except as required by GAAP; (vii) fail to duly and timely file any material Tax Returns required to be filed with any tax authority; (viii) prepare or file any material Tax Return inconsistent with past business and consistent practices or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior practiceperiods, and subject in each case, to the extent such position, election, or adoption could reasonably be expected to materially increase the liability for Taxes of the US Property GPs, the Mohawk Parties or their existing contractual obligations, so long as such action does not result in a Material Adverse Effect; (2) not alter Inventory levels Subsidiaries in any material way from their usual and customary amounts; period ending after the Closing Date; (3ix) not other than pursuant to this Agreement or the Plan of Arrangement, amend the Declaration of Trust, the Limited Partnership Agreement any of its other organizational or governance documents; (x) make any capital expenditure in excess of $25,000 individually, or $125,000 in the aggregate, or enter into any Contract or commitment to do so; (xi) enter into any Contract which would have been required to be set forth on Schedule 4.3(v) in effect on the date hereof, or enter into any Contract which requires the giving of notice to, or the consent or approval of, any third party to consummate the transactions contemplated by this Agreement; (xii) materially amend or terminate any agreement listed on Schedule 4.3(v); (xiii) enter into any Contract for the purchase, lease (as lessee) or other occupancy of real property or exercise any option to purchase real property; (xiv) materially amend or modify or terminate any of the Permitted Encumbrances or Contracts affecting any of the Properties (including the Leases) including, without limitation, modifying the rent, shortening the lease term, agreeing to any rent concessions, including rent abatements, tenant improvement allowances, free rent or other allowances or tenant inducements; (xv) sell, lease (as lessor), transfer, license (as licensor), transfer or voluntarily otherwise dispose of, any assets material or mortgage or pledge, or impose or suffer to the Operations, other than Inventory sold in the ordinary course; and (4) not amend or voluntarily terminate any Material Contract. (b) AIDEA shall not allow be imposed any Encumbrance to be placed against on, any of the assets or properties of the US Property GPs, the Mohawk Parties or their Subsidiaries, or any interest in such assets or properties, other than minor amounts of personal property sold or otherwise disposed of for fair value other than Permitted Encumbrances; (xvi) to the extent within the control of any Mohawk Party or its Affiliates, permit any changes to the zoning classification of the Acquired Companies after Properties, without the Effective Date.prior written approval of the Invesque Parties; (cxvii) AIDEA shall not allow cancel any debts owed to or Claims held by the Acquired Companies to enter into US Property GPs, the Mohawk Parties or any agreement having a term of their Subsidiaries (including the settlement of any Claims or litigation); (xviii) accelerate or delay collection of any notes or accounts receivable more than six months 30 days in advance of or any agreement reasonably expected to require expenses beyond their regular due dates or expenditures of more than $50,000.the dates when the same would have been collected; (dxix) AIDEA shall cause delay or accelerate payment of any account payable or other liability beyond or in advance of its due date (or, in the Acquired Companies to use reasonable efforts to preserve their business organizations and relations with their customerscase of an acceleration, suppliers30 days in advance of its due date), and employees.or the date when such liability would have been fully paid or the dates when the same would have been collected; (exx) AIDEA shall not allow the Acquired Companies to institute any increase salaries, wages, or benefits for any of the Acquired Companies’ employees or to pay or promise any bonuses to employees, except (other than increases in the ordinary course of business and consistent with past practices business practices) in any compensation payable to any officer, manager, independent contractor or consultant of the US Property GPs, the Mohawk Parties or any of their Subsidiaries or in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to officers, managers, independent contractors or consultants of the US Property GPs, the Mohawk Parties or any of their Subsidiaries, or enter into any new Contract with any officer, manager, independent contractor or consultant of the US Property GPs, the Mohawk Parties or any of their Subsidiaries; (xxi) hire any employees or enter into any employment agreement with any Person; (xxii) fail to maintain or enforce any Intellectual Property or any licensed intellectual property rights for which the US Property GPs, the Mohawk Parties or any of their Subsidiaries has the contractual right to maintain or enforce; (xxiii) fail to enforce the obligations, duties and so long as liabilities of the cumulative effect Tenants under the Leases; (xxiv) fail to maintain, or fail to cause to be maintained, the existing casualty, liability and other insurance policies relating to the Properties that are currently maintained by the US Property GPs, the Mohawk Parties or any of such increases their Subsidiaries or bonuses is any Tenant under the Leases; (xxv) alter, modify or make additions to, or permit any of the foregoing to be done, to any Property, except in the nature of ordinary maintenance, repair or replacement, without the Invesque Parties’ consent, which consent shall not greater than $50,000 per yearbe unreasonably withheld; (xxvi) fail to promptly comply with any notices of violations of Laws with respect to the Properties; or (xxvii) enter into any Contract or commitment to take any action prohibited by this Section 6.2. (fd) AIDEA The Mohawk Parties and their Subsidiaries shall cause promptly deliver to the Acquired Companies to use reasonable efforts to cause there to be no less than Four Million Dollars Invesque Parties copies of any written communications ($4,000,000) in cash among the consolidated assets of Pentex including e-mails, letters, invoices and the like) sent by the Mohawk Parties or their respective Subsidiaries at to, or received by the time Mohawk Parties or their respective Subsidiaries from, any Tenants of Closing. (g) AIDEA shall cause the Acquired Companies to notify IGU in writing within five days after AIDEA or any of the Acquired Companies has Knowledge of any matter Properties or event which will have a Material Adverse Effect service or materials providers to the Properties sent or received from and to report quarterly to IGU, not later than the 15th day after the end of any quarter, concerning date hereof up through the status of the businesses and finances of the Acquired CompaniesClosing.

Conduct of Business Prior to Closing. Except as IGU may otherwise consentcontemplated hereby, during the period from the Effective Date until date of this Agreement to the Closing Date, Sellers will operate and maintain the Purchased Assets in the usual, regular and ordinary course of business and in substantially the same manner as they did prior to the date of this Agreement. Sellers shall use all reasonable efforts to (i) preserve intact the Business, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers and others having dealings with Sellers. In furtherance of the foregoing, Sellers hereby agree to use commercially reasonable efforts to consult with Purchaser with respect to matters related to the retention of the Employees between the date hereof and Closing. Without limiting the generality of the foregoing, and, except as otherwise expressly provided in this Agreement and except as set forth on Schedule 7.9 of Sellers Disclosure Schedule, prior to the Closing Date, without the prior written consent of Purchaser, which will not be unreasonably withheld or delayed, Sellers shall not with respect to the Purchased Assets or the Business: (a) Except as otherwise provided in Sections 5.3(b)create, (c), and (d), AIDEA shall cause incur or assume debt or Performance Bonds that will remain an obligation of Purchaser following the Acquired Companies to:Closing; (1b) conduct sell, transfer, or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any material assets constituting the Operations Purchased Assets, other than sales, transfers or disposals of Inventory in the ordinary course of business and consistent in accordance with prior past practice, and subject to their existing contractual obligations, so long as such action does not result in a Material Adverse Effect; (2) not alter Inventory levels in any material way from their usual and customary amounts; (3) not sell, lease (as lessor), transfer, license (as licensor), or voluntarily dispose of, any assets material to the Operations, other than Inventory sold in the ordinary course; and (4) not amend or voluntarily terminate any Material Contract. (b) AIDEA shall not allow any Encumbrance to be placed against any of the assets of any of the Acquired Companies after the Effective Date.; (c) AIDEA shall not allow the Acquired Companies to enter into any material agreement having a term of more that would constitute an Assumed Contract, other than six months or any agreement reasonably expected to require expenses or expenditures of more than $50,000. (d) AIDEA shall cause the Acquired Companies to use reasonable efforts to preserve their business organizations and relations with their customers, suppliers, and employees. (e) AIDEA shall not allow the Acquired Companies to increase salaries, wages, or benefits for any of the Acquired Companies’ employees or to pay or promise any bonuses to employees, except agreements made in the ordinary course of business and consistent in accordance with past practices and so long practice; (d) enter into any material agreement that contains provisions related to deferred costs or deferred payments or would otherwise have been included on Schedule 3.3 of Sellers Disclosure Schedule as a Deferred Charge Contract which is outside of the cumulative effect ordinary course of such increases business; (e) amend or bonuses is not greater unilaterally terminate any material Assumed Contract, other than $50,000 per year.in the ordinary course of business in accordance with past practice; (f) AIDEA shall cause the Acquired Companies to use reasonable efforts to cause there permit to be no less than Four Million Dollars ($4,000,000) in cash among the consolidated incurred any Encumbrance on any assets of Pentex and the Subsidiaries at the time of Closing.Business other than Permitted Encumbrances; (g) AIDEA shall cause fail to pay all Taxes, charges and assessments when due, subject to any valid objection or contest of such amounts asserted in good faith and adequately reserved against; (h) fail to maintain the Acquired Companies Employee Plans; (i) fail to notify IGU maintain the property, plant and Equipment included in writing within five days the Purchased Assets in good operating condition in accordance with industry standards taking into account the age thereof; (j) fail to maintain their Books and Records in the usual, regular and ordinary manner; (k) (i) encourage any Employee, except those listed on Schedule 7.6(a), to not remain employed by Sellers prior to the Closing or to not accept employment with Purchaser after AIDEA or the Closing, (ii) encourage any Employee listed on Schedule 7.9(k)(ii) of Sellers Disclosure Schedule to not remain employed by Sellers prior to the expiration of the Acquired Companies has Knowledge term of service set forth in the Transition Services Agreement or (iii) offer or promise employment with Sellers or the Selling Subsidiaries following the Closing to any matter Employee except (A) the Employees set forth on Schedule 7.6(a) or event which will have a Material Adverse Effect (B) the Employees listed on Schedule 7.9(k)(ii) of Sellers Disclosure Schedule without the consent of Purchaser, such consent not to be unreasonably withheld or delayed; or (l) take or agree to take any actions that would cause, or would reasonably be expected to cause, the representation and warranty in Section 5.4 to report quarterly to IGU, not later than the 15th day after the end of any quarter, concerning the status be true and correct in all material respects as of the businesses and finances of the Acquired CompaniesClosing Date.