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

Conduct of Business Prior to the Closing Date. (a) During the period from the date of this Agreement to the Closing Date, except as otherwise contemplated by this Agreement or consented to or approved by Buyer in writing, Seller and GST shall cause the Company (i) to conduct its business in the usual, regular and ordinary course consistent with past practice and prudent business principles and (ii) to use its reasonable efforts to maintain and preserve intact its business organization, employees, goodwill with customers and advantageous business relationships and to retain the services of its officers and key employees. (b) Seller and GST agree that on and or after the date hereof and prior to the Closing Date, without the consent of Buyer, Seller and GST shall not cause or otherwise suffer or permit the Company to: (i) incur or become subject to, or agree to incur or become subject to, any obligation or liability (absolute or contingent) except current liabilities incurred, and obligations under contracts entered into, in the ordinary course of business; (ii) discharge or satisfy any lien or encumbrance or pay any obligation or liability (absolute or contingent) other than liabilities payable in the ordinary course of business; (iii) mortgage, pledge or subject to lien, charge or any encumbrance, any of the Company's properties or agree so to do; (iv) sell or transfer or agree to sell or transfer any of its assets, properties or services or cancel or agree to cancel any debt or claim, except in each case in the ordinary course of business; (v) consent or agree to a waiver of any right of substantial value; (vi) enter into any transaction other than in the ordinary course of its business; (vii) increase the rate of compensation payable or to become payable by it to any officers, employees or agents of the Company by more than 5% of the rate being paid to them at October 1, 1997; (viii) terminate any contract, agreement, license or other instrument to which it is a party that provides for monthly payments by or to the Company in excess of $10,000; (ix) through negotiation or otherwise, make any commitment or incur any liability or obligation to any labor organization except in the ordinary course of business consistent with past practice; (x) make or agree to make any accrual or arrangement for or payment of bonuses or special compensation of any kind to any officer, employee or agent; (xi) terminate any employee of the Company earning in excess of $25,000 per annum or directly or indirectly pay or make a commitment to pay any severance or termination pay to any officer, employee or agent except in the ordinary course of business consistent with past practice; (xii) introduce any new method of management, operation or accounting with respect to its business or any of the assets, properties or rights applicable thereto; (xiii) offer or extend more favorable prices, discounts or allowances than were offered or extended regularly on and prior to the date hereof; (xiv) make capital expenditures or commitments therefor in excess of $100,000 except for repairs and maintenance in the ordinary course of business consistent with past practice; or (xv) authorize or enter into any agreement to do any of the foregoing.

Conduct of Business Prior to the Closing Date. Seller agrees that, except as (a) During the period from the date of this Agreement to the Closing Dateset forth on Schedule 5.4, except as otherwise contemplated by this Agreement or consented to or approved by Buyer in writing, Seller and GST shall cause the Company (i) to conduct its business in the usual, regular and ordinary course consistent with past practice and prudent business principles and (ii) to use its reasonable efforts to maintain and preserve intact its business organization, employees, goodwill with customers and advantageous business relationships and to retain the services of its officers and key employees. (b) Seller and GST agree that on and required by Law, Court Order, a Governmental Entity or after any Material Contract, during the date hereof and prior to the Closing Date, without the consent of Buyer, Seller and GST shall not cause or otherwise suffer or permit the Company toPost-Signing Period: (i) incur or become subject to, or agree to incur or become subject to, any obligation or liability (absolute or contingent) except current liabilities incurred, and obligations under contracts entered into, in the ordinary course of business; (ii) discharge or satisfy any lien or encumbrance or pay any obligation or liability (absolute or contingent) other than liabilities payable in the ordinary course of business; (iii) mortgage, pledge or subject to lien, charge or any encumbrance, any of the Company's properties or agree so to do; (iv) sell or transfer or agree to sell or transfer any of its assets, properties or services or cancel or agree to cancel any debt or claim, except in each case in the ordinary course of business; (v) consent or agree to a waiver of any right of substantial value; (vi) enter into any transaction other than in the ordinary course of its business; (vii) increase the rate of compensation payable or to become payable by it to any officers, employees or agents of shall cause the Company by more than 5% of the rate being paid to them at October 1, 1997; (viii) terminate any contract, agreement, license or other instrument to which it is a party that provides for monthly payments by or to the Company conduct its operations in excess of $10,000; (ix) through negotiation or otherwise, make any commitment or incur any liability or obligation to any labor organization except in the ordinary course of business consistent with past practice; (x) make or agree to make any accrual or arrangement for or payment of bonuses or special compensation of any kind to any officer, employee or agent; (xi) terminate any employee of the Company earning in excess of $25,000 per annum or directly or indirectly pay or make a commitment to pay any severance or termination pay to any officer, employee or agent except in the ordinary course of business consistent with past practice; (xii) introduce any new method of management, operation or accounting with respect to its business or any of the assets, properties or rights applicable thereto; (xiii) offer or extend more favorable prices, discounts or allowances than were offered or extended regularly on and prior to the date hereof; (xiv) make capital expenditures or commitments therefor in excess of $100,000 except for repairs and maintenance all material respects only in the ordinary course of business consistent with past practice; orand (xvii) it shall cause the Company to not effect any of the following without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed with respect to the matters described in clause (C), clause (D) (other than with respect to any Affiliate Contract) or clauses (E) through (J); provided, that Purchaser shall be deemed to have objected to any matter for which Purchaser has not provided its written consent within ten (10) Business Days from the date on which request for such consent is provided by Seller to Purchaser): A. make any change in or amendment to the Company’s certificates of incorporation or by-laws or other equivalent charter documents, as applicable; B. issue or sell, or authorize the issuance or sale of, any shares of the Company’s capital stock or any other ownership interests, as applicable, or issue or sell, or authorize the issuance or sale of, any securities convertible into or exchangeable for, or options, warrants or rights to purchase or subscribe for, or enter into any agreement Contract with respect to do the issuance or sale of, any shares of the Company’s capital stock or any other ownership interests, as applicable; C. sell, lease or otherwise dispose of any of the foregoingCompany’s properties or assets that are material to its business; D. amend in any material respect or terminate any Material Contract or enter into a Contract which, had it been entered into prior to the date hereof, would have been a Material Contract; provided, that for purposes of this Section 5.4(ii)(D), the following shall not be deemed a “Material Contract”, (1) Seller Ancillary Agreements, (2) the transfer of the Warrant to an Affiliate of the Company and (3) Contracts with respect to carryover of accrued vacation time of employees of the Company; E. incur any Indebtedness, other than accounts payable incurred in the ordinary course of business, or make loans or advances to any other Person; X. xxxxx or agree to grant to any employee of the Company any increase in wages or bonus, severance, profit sharing, retirement, insurance or other compensation or benefits, or establish any new compensation or benefit plans or arrangements, except (1) as may be required under applicable Law or (2) pursuant to the employee benefit plans in effect on the date hereof applicable to any such employee; G. make, revoke or amend any material Tax election not required by Law that could have a continuing effect on the Company following the Closing Date or settle or compromise any material Tax liability other than in the ordinary course of business; H. other than in the ordinary course of business, (1) waive any rights of substantial value or (2) cancel or forgive any Indebtedness owed to the Company (other than with respect to vacation liability); I. except as may be required by any Governmental Entity or under IFRS, make any change in the Company’s methods, principles and practices of accounting, including tax accounting policies and procedures; J. enter into any Contract outside the ordinary course of business or take any other action outside the ordinary course of business; or K. authorize any of, or commit or agree to take any of, the foregoing actions in respect of which it is restricted by the provisions of this Section 5.4. (iii) Notwithstanding anything contained in this Agreement to the contrary, the Company shall be permitted to (A) maintain through the Closing Date the cash management systems of the Company and maintain the cash management procedures as currently conducted by the Company, and (B) transfer to Seller all right, title, and interest in, or to, the Retained Marks or the domain names set forth on Schedule 5.4(iii)(A) (the “Transferred Domain Names”).

Conduct of Business Prior to the Closing Date. (a) During The LLC and the period from the date of this Agreement to the Closing Date, except as otherwise contemplated by this Agreement or consented to or approved by Buyer in writing, Seller and GST shall cause the Company (i) to conduct its business in the usual, regular and ordinary course consistent with past practice and prudent business principles and (ii) to use its reasonable efforts to maintain and preserve intact its business organization, employees, goodwill with customers and advantageous business relationships and to retain the services of its officers and key employees. (b) Seller and GST --------------------------------------------- Subsidiaries agree that on and or after from the date hereof and prior to the Closing Date, without and except (i) as set forth in Schedule 6.4 hereto, (ii) otherwise consented to or ------------ approved by an authorized officer of the Operating Partnership (such consent of Buyer, Seller and GST shall or approval not cause to be unreasonably withheld) or otherwise suffer or permit the Company to(iii) as required by this Agreement: (ia) incur the business of the LLC and the Subsidiaries shall be conducted in the ordinary course; (b) no change shall be made in the Articles of Organization or Operating Agreements of the Subsidiaries; (c) neither the LLC nor the Subsidiaries shall enter into nor terminate, amend, release or modify any Material Contract concerning the operations or assets of the Subsidiaries; (d) neither the LLC nor the Subsidiaries will take, agree to take, or do anything in the conduct of its business which would be contrary to or in material breach of any of the terms or provisions of this Agreement, or which would cause any of the representations of the LLC or the Subsidiaries contained herein to be or become subject tountrue in any material respect or which would result in a Material Adverse Effect to any of the Subsidiaries; and (e) Except for the indebtedness set forth on Schedule 6.4(e), the Subsidiaries shall not incur any indebtedness for borrowed money, prepay any outstanding indebtedness for borrowed moneys on a "term loan" basis (except for scheduled payments or required pre- payments of outstanding debt), or adopt or agree to incur adopt any new employee benefit plan except as required by applicable law or become subject to, any obligation terminate the employment or liability (absolute or contingent) except current liabilities incurred, and obligations under contracts entered into, in the ordinary course of business; (ii) discharge or satisfy any lien or encumbrance or pay any obligation or liability (absolute or contingent) other than liabilities payable in the ordinary course of business; (iii) mortgage, pledge or subject to lien, charge or any encumbrance, any of the Company's properties or agree so to do; (iv) sell or transfer or agree to sell or transfer any of its assets, properties or services or cancel or agree to cancel any debt or claim, except in each case in the ordinary course of business; (v) consent or agree to a waiver contract of any right of substantial value; (vi) enter into any transaction other than in the ordinary course of its business; (vii) increase the rate of compensation payable employee or to become payable by it to any officers, employees contractor or agents of the Company by more than 5% of the rate being paid to them at October 1, 1997; (viii) terminate any contract, agreement, license or other instrument to which it is a party that provides for monthly payments by or to the Company in excess of $10,000; (ix) through negotiation or otherwise, make any commitment or incur accrue any liability or obligation to any labor organization except in beyond the ordinary course of business consistent with past practice; (x) make or agree to make any accrual or arrangement Closing Date for or payment of bonuses or special compensation of any kind to any officer, employee or agent; (xi) terminate any employee of the Company earning in excess of $25,000 per annum or directly or indirectly pay or make a commitment to pay any severance or termination pay to any officer, employee or agent except in the ordinary course of business consistent with past practice; (xii) introduce any new method of management, operation or accounting with respect to its business or any of the assets, properties or rights applicable thereto; (xiii) offer or extend more favorable prices, discounts or allowances than were offered or extended regularly on and prior to the date hereof; (xiv) make capital expenditures or commitments therefor in excess of $100,000 except for repairs and maintenance in the ordinary course of business consistent with past practice; or (xv) authorize or enter into any agreement to do any of the foregoingseverance.

Conduct of Business Prior to the Closing Date. (a) During Without the period from prior written consent of the Buyer, between the date of this Agreement to hereof and the Closing Date, except as otherwise contemplated by this Agreement or consented to or approved by Buyer in writingthe Sellers shall not, Seller and GST shall cause the Company Controlled Purchased Companies not to, except (i1) to conduct its business in the usual, regular and ordinary course consistent with past practice and prudent business principles and (ii) to use its reasonable efforts to maintain and preserve intact its business organization, employees, goodwill with customers and advantageous business relationships and to retain the services of its officers and key employees. (b) Seller and GST agree that on and as required or after the date hereof and prior expressly permitted pursuant to the Closing Dateterms hereof, without (2) as set forth on SCHEDULE 8.1(a), or (3) the prior written consent of the Buyer, Seller and GST shall not cause or otherwise suffer or permit the Company to: (i) incur or become subject to, or agree to incur or become subject to, make any obligation or liability (absolute or contingent) except current liabilities incurred, and obligations under contracts entered into, material change in the ordinary course of business; (ii) discharge or satisfy any lien or encumbrance or pay any obligation or liability (absolute or contingent) other than liabilities payable in the ordinary course of business; (iii) mortgage, pledge or subject to lien, charge or any encumbrance, any conduct of the Company's properties Business or agree so to do; (iv) sell or transfer or agree to sell or transfer any of its assets, properties or services or cancel or agree to cancel any debt or claim, except in each case in the ordinary course of business; (v) consent or agree to a waiver of any right of substantial value; (vi) enter into any transaction other than in the ordinary course of its businessbusiness consistent with past practices; (viiii) increase the rate make any sale, transfer, or other conveyance of compensation payable or to become payable by it to any officers, employees or agents assets of any of the Company by more Controlled Purchased Companies in an amount greater than 5% of the rate being paid to them at October 1US$10,000, 1997; (viii) terminate any contract, agreement, license or other instrument to which it is a party that provides for monthly payments by or to the Company in excess of $10,000; (ix) through negotiation or otherwise, make any commitment or incur any liability or obligation to any labor organization except than in the ordinary course of business consistent with past practicepractices (except as otherwise provided in subclause (xii) of this SECTION 8.1(a)); (xiii) make or agree to make subject any accrual or arrangement for or payment of bonuses or special compensation of any kind the assets owned by the Controlled Purchased Companies to any officer, employee or agentLien; (xiiv) terminate pay, lend or advance any employee amount to, or sell, transfer or lease any properties or assets to, or enter into any agreement or arrangement with, any of its Affiliates with respect to the Company earning in excess of $25,000 per annum or directly or indirectly pay or make a commitment to pay any severance or termination pay to any officerControlled Purchased Companies, employee or agent except other than in the ordinary course of business consistent with past practicepractices (except as otherwise provided in subclause (xii) of this SECTION 8.1(a)); (v) take any action that would cause any of the representations and warranties made by it in this Agreement not to remain true and correct; (vi) write down or write off as uncollectable any of the Accounts Receivable; (vii) settle, release or forgive any Claim or litigation or waive any right thereto with respect to the Controlled Purchased Companies or the Business except claims that are Seller Liabilities (provided, however, that any liability resulting from any such settlement, release or forgiveness shall constitute a Seller Liability); (viii) make, enter into, modify, amend in any material respect or terminate any of the Contracts, bids or expenditures with respect to the Business involving an expenditure of more than US$50,000, other than as set forth in Section (viii) of SCHEDULE 8.1(a), which agreements the Sellers may continue to negotiate and enter into for so long as they exercise commercially reasonable judgment and keep the Buyer informed as to progress and terms; (ix) make, change or revoke any election or method of accounting with respect to the Taxes affecting or relating to the Controlled Purchased Companies; (x) enter into, or permit to be entered into, any closing or other agreement or settlement with respect to the Taxes affecting or relating to the Controlled Purchased Companies; (xi) adopt any new employee benefit plan or arrangement for Business Employees, or increase the compensation of Business Employees; (xii) introduce cause or permit the Controlled Purchased Companies to distribute or pay, or authorize the distribution or payment by the Controlled Purchased Companies of, any new method cash or other assets or property to Sellers or any of managementtheir Affiliates, operation or accounting except with respect to its business or any (A) the payment of US$810,220, reduced by applicable withholding taxes, by RT Canada to Casella, KTI Environmental Group and Affiliates of Casella of accrued management fees and accrued interest on intercompany loans; provided, however, concurrently with the assetspayment of such accrued management fees and interest, properties or rights applicable thereto;Casella shall make an intercompany loan to RT Canada of US$810,220; and (B) Seller Distributions; or (xiii) offer or extend more favorable prices, discounts or allowances than were offered or extended regularly on and prior to the date hereof; (xiv) make capital expenditures or commitments therefor in excess of $100,000 except for repairs and maintenance in the ordinary course of business consistent with past practice; or (xv) authorize or enter into any agreement commit to do any of the foregoing. (b) From and after the date hereof through the Closing Date, the Sellers shall, and shall cause the Controlled Purchased Companies, to: (i) continue to maintain, in all material respects, the Business in accordance with present practice in a condition suitable for their current use; (ii) file, when due or required, its Federal, state, foreign and other Tax Returns required to be filed and pay when due all the Taxes, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; (iii) keep, and cause the Controlled Purchased Companies to keep, the Files and Records in the ordinary course consistent with past practices; (iv) use commercially reasonable efforts to continue, and to cause the Controlled Purchased Companies to continue, to maintain existing business relationships with customers with respect to the Business; (v) pay and satisfy when due all payables and payroll expenses of the Purchased Companies as and when due consistent with past practice; and (vi) notify the Buyer no later than three (3) Business Days following the date of any notice or other communication from any Governmental Authority, in connection with the transactions contemplated by this Agreement.

Conduct of Business Prior to the Closing Date. (a) During the period from the date of this Agreement to the Closing Date, except as otherwise contemplated by this Agreement or consented to or approved by Buyer in writing, Seller and GST shall cause the The Company (i) to conduct its business in the usual, regular and ordinary course consistent with past practice and prudent business principles and (ii) to use its reasonable efforts to maintain and preserve intact its business organization, employees, goodwill with customers and advantageous business relationships and to retain the services of its officers and key employees. (b) Seller and GST agree ---------------------------------------------- agrees that on and or after the date hereof and prior to the Closing DateDate and except as otherwise consented to or approved by Acquiror or as contemplated or required by this Agreement or as referenced on Schedule 6.04 hereof: ------------- (a) The business, without the consent operations, activities and practices of Buyer, Seller and GST shall not cause or otherwise suffer or permit the Company to: (i) incur or become subject to, or agree to incur or become subject to, any obligation or liability (absolute or contingent) except current liabilities incurred, and obligations under contracts entered into, shall be conducted in the ordinary course of business; , and the Company shall use commercially reasonable efforts (i) to keep and maintain in good operating condition and repair, reasonable wear and tear excepted, all of its properties and assets (whether owned or leased), (ii) discharge to preserve the business organization of the Company intact, (iii) to keep available to the Company the present services of its employees and (iv) to preserve for the Company the goodwill of its suppliers and customers and others with whom it has business relationships. (b) No change shall be made in the certificate of incorporation or satisfy by- laws (or comparable organizational documents) of the Company, and no action shall be taken in furtherance of the liquidation or dissolution of the Company. (c) No change shall be made in the number or classification of shares of authorized or issued capital stock of the Company; nor shall any lien option, warrant, call, right, commitment or encumbrance agreement of any character be granted or pay made by the Company relating to its authorized or issued capital stock; nor shall the Company issue, grant or sell any obligation securities or liability obligations convertible into or exchangeable for shares of capital stock of the Company; nor shall any dividend or distribution payable in cash, securities or other property be declared or paid on the capital stock of the Company. (absolute d) The Company shall not grant any irrevocable powers of attorney or contingentcomparable delegations of authority. (e) No change shall be made in the accounting methods or practices followed by the Company or in the depreciation or amortization policies or rates heretofore adopted, or affecting the banking and safe deposit arrangements of the Company. (f) The Company shall not enter into or assume any lease, contract, agreement or commitment, except for any normal and ordinary contract, agreement or commitment for the performance of services or supplies, services or utilities which does not involve payments or receipts by the Company of more than $50,000 and is terminable by the Company without penalty or is to be fully performed on or before ninety (90) days after the Closing. (g) The Company shall not grant any increase in the compensation payable or to become payable by the Company to any officer or director of the Company, or grant any general wage or salary increase to any of the employees of the Company, other than liabilities payable as is in conformity with the written policies and practices of the Company and in the usual and ordinary course of its business or as reasonably required to maintain the efficient business operations of the Company, or enter into any new Benefit Plan, or amend, modify or change in any material respect (except by addition of new employees under the same benefit arrangements as existing employees and deleting terminated employees) any existing Benefit Plan. (h) The Company shall not (i) incur any indebtedness for money borrowed in addition to such indebtedness outstanding on the date hereof (or any renewals thereof) or in addition to borrowing funds under existing lines of credit, (ii) incur any liability other than as referenced under clause (i), contingent or otherwise, except in the ordinary and normal course of its business; , (iii) mortgage, pledge or otherwise subject to lien, charge lien or any encumbrance, encumbrance any of the Company's its properties or agree so to do; assets, (iv) sell make any modification or transfer or agree to sell or transfer change in any of its assetsexisting contracts, properties commitments or services or cancel or agree to cancel any debt or claimagreements, except in each case in the ordinary course of business; (v) consent or agree to a waiver of any right of substantial value; (vi) enter into any transaction other than in the ordinary and normal course of its business; , or (viiv) increase the rate of compensation payable or to become payable by it to any officers, employees or agents of the Company by more than 5% of the rate being paid to them at October 1, 1997; (viii) terminate any contract, agreement, license or other instrument to which it is a party that provides for monthly payments by or to the Company in excess of $10,000; (ix) through negotiation or otherwise, make any commitment or incur any liability or obligation to any labor organization capital expenditure except in the ordinary and normal course of business consistent with past practice; (x) make or agree to make any accrual or arrangement for or payment of bonuses or special compensation of any kind to any officer, employee or agent; (xi) terminate any employee of the Company earning and in excess of an amount not exceeding $25,000 per annum or directly or indirectly pay or make a commitment to pay any severance or termination pay to any officer, employee or agent except in the ordinary course of business consistent with past practice; (xii) introduce any new method of management, operation or accounting with respect to its business or any of the assets, properties or rights applicable thereto; (xiii) offer or extend more favorable prices, discounts or allowances than were offered or extended regularly on and prior to the date hereof; (xiv) make capital expenditures or commitments therefor in excess of $100,000 except for repairs and maintenance in the ordinary course of business consistent with past practice; or (xv) authorize or enter into any agreement to do any of the foregoing50,000.

Conduct of Business Prior to the Closing Date. (a) During Except as otherwise permitted or required by the period terms of this Agreement, from the date of this Agreement to until the Closing Date, except as otherwise contemplated by or earlier termination of this Agreement or consented to or approved by Buyer in writingAgreement, Seller shall and GST shall cause the Company to (i) to conduct its business operate the Business in all material respects only in the usual, regular and ordinary course consistent with past practice and prudent business principles and (ii) to use its reasonable efforts to maintain preserve in all material respects the present business organization of the Business and preserve intact its the Company and the relationships with the Business's and the Company's current suppliers, customers, distributors and others having currently significant business organization, employees, goodwill dealings with customers and advantageous business relationships and to retain the services of its officers and key employeesBusiness or the Company. (b) Seller and GST agree that on and Without limiting the generality of Section 5.4(a), except as otherwise permitted or after required by the terms of this Agreement, from the date hereof of this Agreement until the Closing or earlier termination of this Agreement, Seller shall not, and shall cause the Company not to, without the prior written consent of Buyer: (i) amend the Company's Organizational Documents; (ii) issue or agree to issue (by the issuance or granting of options, warrants or rights to purchase shares or otherwise), transfer, sell or deliver any capital stock or other equity securities of the Company, including the Shares, or any securities exchangeable for or convertible into such capital stock or other equity securities; (iii) split, combine or reclassify any capital stock or other equity securities of the Company, including the Shares, or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such capital stock or other equity securities; (iv) permit the Company to incur any indebtedness for borrowed money that will not be discharged in full at or prior to the Closing; (v) permit the Company to make any acquisition or disposition of assets not in the ordinary course of business involving consideration in excess of $500,000 or to make any acquisition or any disposition of stock; (vi) enter into any employment or similar contract with any Business Employee, or except in the ordinary course of business, materially increase the compensation and/or benefits of, any Business Employee; (vii) merge or consolidate the Company with any corporation or other entity; (viii) adopt, amend in any material respect adverse to the Company or terminate any material employee benefit plan or severance plan in which employees of the Business participate; (ix) make awards or distributions under any employee benefit plan in which employees of the Business participate, except awards or distributions in the ordinary course of business or as required by the terms of any such plan or agreement as in existence on the date of this Agreement; (x) open any new NTB Store or close any existing NTB Store; (xi) except in accordance with the provisions of this Article V, take any action or refrain from taking any action that would cause the condition set forth in Section 6.1(a) to fail to be satisfied; or (xii) agree, commit or resolve to do or authorize any of the foregoing. (c) Notwithstanding Sections 5.4(a) and 5.4(b), between the date of this Agreement and the Closing Date, without the consent of Buyer's prior written consent, Seller shall be entitled to, and GST shall not to cause or otherwise suffer or permit the Company to: (i) incur sell, distribute, contribute, assign, transfer or become subject tootherwise convey (with or without consideration) to Seller or any of its Affiliates, or agree to incur or become subject toincluding Tire Property Holding, Inc., any obligation or liability real property held by the Company (absolute or contingentand the proceeds from the sale thereof) except current liabilities incurred, other than the Leased Real Property and obligations under contracts entered into, in the ordinary course of businessOwned Real Property (the "Excluded Property"); (ii) discharge sell, distribute, assign, transfer or satisfy otherwise convey (with or without consideration) to Seller or any lien of its Affiliates all of the shares of capital stock of Tire Property Holding, Inc. owned by the Company (and the proceeds from the sale thereof), or encumbrance cause Tire Property Holding, Inc. to be merged or pay consolidated with Seller or any obligation or liability of its Affiliates (absolute or contingent) other than liabilities payable in the ordinary course of business"TPH Spin-Off"); (iii) mortgage, pledge periodically "sweep" or subject otherwise distribute or dividend to lien, charge Seller or any encumbrance, any of the Company's properties its Affiliates cash generated or agree so to do; (iv) sell or transfer or agree to sell or transfer any of its assets, properties or services or cancel or agree to cancel any debt or claim, except in each case in the ordinary course of business; (v) consent or agree to a waiver of any right of substantial value; (vi) enter into any transaction other than in the ordinary course of its business; (vii) increase the rate of compensation payable or to become payable by it to any officers, employees or agents of the Company by more than 5% of the rate being paid to them at October 1, 1997; (viii) terminate any contract, agreement, license or other instrument to which it is a party that provides for monthly payments held by or to at the Company in excess of $10,000; (ix) through negotiation or otherwise, make any commitment or incur any liability or obligation to any labor organization except in the ordinary course of business consistent with past practice; (x) make or agree to make any accrual or arrangement for or payment of bonuses or special compensation of any kind to any officer, employee or agent; (xi) terminate any employee of the Company earning in excess of $25,000 per annum or directly or indirectly pay or make a commitment to pay any severance or termination pay to any officer, employee or agent except in the ordinary course of business consistent with past practice; (xii) introduce any new method of management, operation or accounting with respect to its business or any of the assets, properties or rights applicable thereto; (xiii) offer or extend more favorable prices, discounts or allowances than were offered or extended regularly on and prior to the date hereof; (xiv) make capital expenditures or commitments therefor in excess of $100,000 except for repairs and maintenance in the ordinary course of business NTB Stores consistent with past practice; orand (xviv) authorize agree, commit or enter into any agreement resolve to do or authorize any of the foregoing.

Conduct of Business Prior to the Closing Date. (a) During the period from From the date of this Agreement until the Closing, the Company shall conduct, and the Seller shall cause the Company to conduct, its business in the Ordinary Course of Business, in compliance in all material respects with applicable Law, and in a manner not representing a new strategic direction for the Company and the Company shall use, and the Seller shall cause the Company to use, its commercially reasonable efforts to maintain satisfactory business relationships with its Top Suppliers, Top Customers and others having material business relationships with it in respect of its business. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement, or with the prior written consent of the Buyer (not to be unreasonably withheld, conditioned or delayed) or as set forth in the corresponding subsections of Schedule 6.1 hereto, from the date hereof until the Closing Date, except as otherwise contemplated by this Agreement or consented to or approved by Buyer in writing, the Seller and GST shall cause the Company (i) to conduct its business in the usual, regular and ordinary course consistent with past practice and prudent business principles and (ii) to use its reasonable efforts to maintain and preserve intact its business organization, employees, goodwill with customers and advantageous business relationships and to retain the services of its officers and key employees. (b) Seller and GST agree that on and or after the date hereof and prior to the Closing Date, without the consent of Buyer, Seller and GST shall not cause or otherwise suffer or permit the Company tonot: (ia) incur except for extensions or become subject terminations which automatically occur pursuant to the terms of a Material Contract without any action by the Company or funding amendments or releases to Government Contracts that do not change the negotiated Government Contract value, extend, enter into, amend, modify or terminate any Material Contract that provides for payments to, or agree to incur or become subject tofrom, any obligation or liability (absolute or contingent) except current liabilities incurred, and obligations under contracts entered into, in the ordinary course of business; (ii) discharge or satisfy any lien or encumbrance or pay any obligation or liability (absolute or contingent) other than liabilities payable in the ordinary course of business; (iii) mortgage, pledge or subject to lien, charge or any encumbrance, any of the Company's properties or agree so to do; (iv) sell or transfer or agree to sell or transfer any of its assets, properties or services or cancel or agree to cancel any debt or claim, except in each case in the ordinary course of business; (v) consent or agree to a waiver of any right of substantial value; (vi) enter into any transaction other than in the ordinary course of its business; (vii) increase the rate of compensation payable or to become payable by it to any officers, employees or agents of the Company by more than 5% of the rate being paid to them at October 1, 1997; (viii) terminate any contract, agreement, license or other instrument to which it is a party that provides for monthly payments by or to the Company in excess of $10,000100,000 per year or waive, release or assign any material rights or claims thereunder; (ixb) through negotiation amend or otherwise, make any commitment or incur any liability or obligation to any labor organization except in restate the ordinary course Governing Documents of business consistent with past practicethe Company; (xc) make adopt a plan or agree to make agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization of the Company; (d) issue, sell, transfer, pledge, dispose of or encumber any accrual shares of, or arrangement for securities convertible into or payment of bonuses exchangeable for, or special compensation options, warrants, calls, commitments or rights of any kind to acquire, any officer, employee equity interests or agentshares of capital stock of any class or series of the Company; (xie) terminate any employee (i) split, combine, subdivide or reclassify its outstanding shares of the Company earning in excess of $25,000 per annum capital stock or directly (ii) declare, set aside or indirectly pay or make a commitment to pay any severance dividend or termination pay to any officerother distribution payable in stock, employee equity interests or agent except in the ordinary course of business consistent with past practice; (xii) introduce any new method of management, operation or accounting property with respect to its business or any of the assets, properties or rights applicable theretocapital stock; (xiiif) offer (i) increase the compensation or extend more favorable pricesbenefits of any manager, discounts director, officer, consultant or allowances Employee outside the Ordinary Course of Business, except as required under any existing Compensation and Benefit Plan; (ii) enter into (or adopt) any new, or amend any existing, Compensation and Benefit Plan, except as required under any existing Compensation and Benefit Plan or by Law; (iii) make any bonus, commission or incentive compensation payment outside the Ordinary Course of Business, other than were offered or extended regularly on and prior to as accrued as of the date hereofof this Agreement under an existing Compensation and Benefit Plan; or (iv) except in the Ordinary Course of Business, hire any new employee or retain any new independent contractor; (xivg) make capital expenditures or commitments therefor in excess commit to make any charitable or political contribution; (i) make or change any Tax election or Tax accounting method, (ii) settle any Tax audit, (iii) file any amended Tax Return or (iv) consent to any extension or waiver of $100,000 the limitation period applicable to any Tax claim or assessment relating to the Company; (i) except for repairs and maintenance in the ordinary course Ordinary Course of business consistent Business or to the extent it would be released at the Closing, (i) incur or assume any debt or issue any debt securities; (ii) assume, guarantee, endorse or otherwise become liable for the obligations of any other Person; or (iii) make or cancel, or waive any material rights with past practice; orrespect to, any loans, advances or capital contributions to, or investments in, any other Person; (xvj) authorize take any action that would prevent, or enter into any agreement materially delay or impede the consummation of the transaction contemplated hereby; and (k) agree or commit to do any of the foregoing.

Conduct of Business Prior to the Closing Date. (a) During the period from From and after the date hereof until the earlier of the Closing Date and the termination of this Agreement to in accordance with the Closing Dateterms of Section 9 hereof, Seller shall maintain the Purchased Assets and operate and carry on the Business only in the Ordinary Course of Business, except as otherwise contemplated expressly required by this Agreement or consented with the express written consent of Buyer. Consistent with the foregoing and to the extent permitted or approved required by Buyer in writingthe Bankruptcy Case, Seller and GST shall cause the Company use commercially reasonable efforts to (i) maintain the Purchased Assets and the assets and properties of, or used by, the Seller relating to conduct its business the Business in the usualtheir current condition (ordinary wear and tear excepted), regular and ordinary course consistent with past practice and prudent business principles and (ii) maintain the business organization of the Business intact, (iii) maintain the Documents of the Business, and (iv) comply with all Legal Requirements. In connection therewith, Seller not shall (1) offer employment for any period on or after the Closing Date to use its reasonable efforts any employee or agent of the Business regarding whom Buyer makes offers of employment in accordance with the terms set forth herein or (2) otherwise attempt to maintain and preserve intact its business organization, employees, goodwill persuade any such employee or agent to terminate his or her relationship with customers and advantageous business relationships and to retain the services of its officers and key employeesBusiness. (b) Seller From and GST agree that on and or after the date hereof and prior to until the earlier of the Closing DateDate and the termination of this Agreement in accordance with the terms of Section 9 hereof, without except (u) where the consent effect would be immaterial, (w) in the Ordinary Course of Business, (x) as expressly provided in this Agreement, including in connection with the Auction or (y) as with the express written approval of Buyer, no Seller and GST shall not cause or otherwise suffer or permit the Company toshall: (i) incur fail to maintain the Purchased Assets in their present condition or become subject to, or agree to incur or become subject to, permit any obligation or liability (absolute or contingent) except current liabilities incurred, and obligations under contracts entered into, in Encumbrances on the ordinary course of businessPurchased Assets; (ii) discharge grant or satisfy acquire, agree to grant to or acquire from any lien Person, or encumbrance dispose of or pay permit to lapse any obligation or liability (absolute or contingent) other than liabilities payable in the ordinary course of business;rights to, any material Intellectual Property; or (iii) mortgage, pledge or subject to lien, charge or any encumbrance, any of the Company's properties or agree so to do; (iv) sell or transfer or agree to sell or transfer any of its assets, properties or services or cancel or agree to cancel any debt or claim, except in each case in the ordinary course of business; (v) consent or agree to a waiver of any right of substantial value; (vi) enter into any transaction other than in the ordinary course of its business; (vii) increase the rate of compensation payable or to become payable by it to any officers, employees or agents of the Company by more than 5% of the rate being paid to them at October 1, 1997; (viii) terminate any contract, agreement, license or other instrument to which it is a party that provides for monthly payments by or to the Company in excess of $10,000; (ix) through negotiation or otherwise, make any commitment or incur any liability or obligation to any labor organization except in the ordinary course of business consistent with past practice; (x) make or agree to make any accrual or arrangement for or payment of bonuses or special compensation of any kind to any officer, employee or agent; (xi) terminate any employee of the Company earning in excess of $25,000 per annum or directly or indirectly pay or make a commitment to pay any severance or termination pay to any officer, employee or agent except in the ordinary course of business consistent with past practice; (xii) introduce any new method of management, operation or accounting with respect to its business or any of the assets, properties or rights applicable thereto; (xiii) offer or extend more favorable prices, discounts or allowances than were offered or extended regularly on and prior to the date hereof; (xiv) make capital expenditures or commitments therefor in excess of $100,000 except for repairs and maintenance in the ordinary course of business consistent with past practice; or (xv) authorize or enter into any agreement or commitment to do take any of the foregoingaction prohibited by this Section 6.4(b).

Conduct of Business Prior to the Closing Date. (a) During the period from the date of this Agreement to the Closing Date, except as otherwise contemplated by this Agreement or Agreement, consented to or approved by Buyer in writingwriting or required by the Bankruptcy Code or order of the Court, Seller and GST shall cause the Company (i) to conduct its business Business in the usual, regular and ordinary course consistent with past practice practice, (ii) to preserve and prudent business principles use its working capital (including cash) consistent with past practice, and (iiiii) to use its reasonable efforts to maintain and preserve intact its business organization, employees, goodwill with customers and advantageous business relationships and to retain the services of its officers and key employees. (b) Seller and GST agree agrees that on and or after the date hereof and prior to the Closing Date, without the prior written consent of BuyerBuyer or as required by the Bankruptcy Code or the Court, Seller and GST shall not cause or otherwise suffer or permit the Company to: (i) incur or become subject to, or agree to incur or become subject to, any obligation or liability (absolute or contingent) except current liabilities incurred, and obligations under contracts entered into, in the ordinary course of business; (ii) discharge or satisfy any lien or encumbrance or pay any obligation or liability (absolute or contingent) other than liabilities payable in the ordinary course of business; (iii) mortgage, pledge or subject to lien, charge or any encumbrance, any of the Company's properties or agree so to do, except for Permitted Liens incurred in the ordinary course of business; (iv) sell or transfer or agree to sell or transfer any of its assets, properties or services or cancel or agree to cancel any debt or claim, except in each case in the ordinary course of business; (v) consent or agree to a waiver of any right of substantial value; (vi) enter into any transaction other than in the ordinary course of its business; (vii) increase the rate of compensation payable or to become payable by it to any officers, employees or agents of the Company by more than 5% outside of the rate being paid to them at October 1, 1997ordinary course of business; (viii) terminate any contract, agreement, license or other instrument to which it is a party that provides for monthly payments by or to the Company in excess of $10,00010,000 except in the ordinary course of business; (ix) through negotiation or otherwise, make any commitment or incur any liability or obligation to any labor organization except in the ordinary course of business consistent with past practice; (x) make or agree to make any accrual or arrangement for or payment of bonuses or special compensation of any kind to any officer, employee or agent, except in the ordinary course of business, or make or agree to make any accrual or arrangement for or payment of any special compensation to any such persons; (xi) terminate any employee of the Company earning in excess of $25,000 75,000 per annum annum, other than for cause, or directly or indirectly pay or make a commitment to pay any severance or termination pay to any officer, employee or agent except in the ordinary course of business consistent with past practice; (xii) introduce any new method of management, operation or accounting with respect to its business or any of the assets, properties or rights applicable theretoBusiness; (xiii) offer or extend more favorable prices, discounts or allowances than were offered or extended regularly on and prior to the date hereof; (xiv) make capital expenditures or commitments therefor in excess of $100,000 (individually or in the aggregate) except for repairs and maintenance in the ordinary course of business consistent with past practice; (xv) declare or pay any dividend or make any distribution with respect to the Common Stock; (xvi) pay or make provision for the payment of any intercompany indebtedness, incur any additional intercompany indebtedness from or engage in any form of intercompany transaction with any Affiliate of the Seller other than in the ordinary course of business where there is no net effect on the Company's cash or any other adverse effect on the financial condition of the Company; (xvii) pay, satisfy or otherwise make provision for the payment of any accounts payable of the Company other than in the ordinary course of business consistent with past practice; or (xvxviii) authorize or enter into any agreement to do any of the foregoing.