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

Conduct of Business Prior to the Closing. (a) The Company and the Stockholders covenant and agree that, except as described in Section 5.01(a) of the Disclosure Schedule, between the date hereof and the time of the Closing, neither the Company nor any Subsidiary shall conduct its business other than in the ordinary course and consistent with the past practice of the Company or such Subsidiary. Without limiting the generality of the foregoing, except as described in Section 5.01(a) of the Disclosure Schedule, the Company shall and shall cause each Subsidiary to (i) continue its advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its reasonable best efforts to (A) preserve intact its business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve its current relationships with its customers, suppliers and other persons with which it has significant business relationships; (iv) exercise, but only after notice to the Purchaser and receipt of the Purchaser's prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases set forth in Section 3.20(b) of the Disclosure Schedule that by its terms would otherwise expire; and (v) not engage in any practice, take any action, fail to take any action or enter into any transaction that could cause any representation or warranty of the Company or any Stockholder to be untrue in any material respect (or in the case of any representation or and warranty that is qualified as to materiality, that could cause such representation or warranty to be untrue in any respect) or result in a breach of any covenant made by the Company or any Stockholder in this Agreement.

Conduct of Business Prior to the Closing. (a) The Company Parent and the Stockholders Seller covenant and agree that, with respect to the Business and the Purchased Assets, except as described in Section 5.01(a) of the Disclosure Schedule, between the date hereof and the time of the Closing, neither the Company nor any Subsidiary Seller shall not, and Parent shall not permit the Seller to, conduct its business the Business other than in the ordinary course and consistent with the past practice of the Company or such SubsidiarySeller’s prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01(a) of the Disclosure Schedule, Parent and its Affiliates shall (as it relates to the Company shall and shall cause each Subsidiary to Business) (i) continue its their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; , (ii) not shorten or lengthen maintain the customary payment cycles for any of its payables or receivables; receivables incurred in connection with the Business consistent with past practice in all material respects, (iii) use its their reasonable best efforts to (A) preserve intact its business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each SubsidiarySeller, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the CompanyBusiness, each Subsidiary and the Business and (D) preserve its their current relationships with its customers, suppliers the customers and vendors of the Business and other persons Persons with which it has they have had significant business relationships; relationships relating to the Business, (iv) exercise, but only after notice to the Purchaser and receipt of the Purchaser's ’s prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases set forth in Section 3.20(b3.14(b) of the Disclosure Schedule that by its their terms would otherwise expire; and , (v) except for this Agreement, any Ancillary Agreement or any contract or agreement entered into in the ordinary course of business consistent with past practice that are on terms no less favorable to the Business than those that would be obtained in similar transactions with unaffiliated Persons, not engage in any practice, take any action, fail to take any action or enter into any transaction contract or agreement with any Affiliate that could cause will be an Assumed Liability and (vi) not enter into any representation retention or warranty similar arrangement with employees of the Company or any Stockholder Seller to whom offers of employment are to be untrue in any material respect (or in made pursuant to Section 6.01 without the case prior written consent of any representation or and warranty that is qualified as to materiality, that could cause such representation or warranty to be untrue in any respect) or result in a breach of any covenant made by the Company or any Stockholder in this AgreementPurchaser.

Conduct of Business Prior to the Closing. (a) The Company covenants and the Stockholders covenant and agree agrees that, except as described in Section 5.01(a) of the Disclosure ScheduleSchedule or as otherwise permitted by this Agreement (and subject to the limitations on conduct set forth in this Section 5.01), between the date hereof and the time Effective Time, none of the Closing, neither the Company nor or any Subsidiary shall conduct its business other than in the ordinary course and consistent with the past practice of the Company or Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01(a) of the Disclosure Schedule, the Company shall shall, and shall cause each Subsidiary to to, (i) continue its advertising and promotional activities, and pricing and 59 purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its reasonable best efforts to (A) preserve intact its business organizations and the business organization of the Business, (B) keep available to the Purchaser Parent and Merger Sub the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve its current relationships with its customers, suppliers and other persons with which it has significant business relationships; (iv) exercise, but only after notice to the Purchaser Parent and receipt of the PurchaserParent's prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases set forth in Section 3.20(b3.17(a) of the Disclosure Schedule that which by its their terms would otherwise expire; (v) not make an offer of employment to any Person without the approval of Parent and (vvi) not engage in any practice, take any action, fail to take any action or enter into any transaction with knowledge that it would or could reasonably be expected to cause any representation or warranty of the Company or any Stockholder to be untrue in any material respect (or in the case of any representation or and warranty that is qualified as to materiality, that could cause such representation or warranty to be untrue in any respect) or result in a material breach of any covenant made by the Company or any Stockholder in this Agreement.

Conduct of Business Prior to the Closing. From the Effective Date until the Closing Date, or until the earlier termination of this Agreement, except as otherwise provided in this Agreement or consented to in writing by the Purchaser (which consent shall not be unreasonably withheld or delayed), MANUKA shall (i) operate its business and conduct its affairs only in the usual and ordinary course in substantially the same manner as heretofore conducted; and (ii) to the extent not inconsistent with such business, use reasonable commercial efforts to preserve substantially intact its business organization, maintain its rights and franchises, keep available the services of its officers and key employees and preserve its relationships with its customers and suppliers. Except as specifically provided in this Agreement or otherwise consented to in writing by Purchaser (which consents shall not be unreasonably withheld) from the date of this Agreement until the Closing Date, or until the earlier termination of this Agreement, MANUKA shall not do any of the following: (a) The Company make any distribution of dividends or any kind of profits; (b) change any of its operation areas; or (c) accept any liabilities, which are not in the usual and ordinary course in substantially the Stockholders covenant and agree thatsame manner as heretofore conducted. From the Effective Date until the Closing Date, or until the earlier termination of this Agreement, except as described otherwise provided in Section 5.01(a) of the Disclosure Schedule, between the date hereof and the time of the Closing, neither the Company nor any Subsidiary this Agreement or consented to in writing by MANUKA (which consent shall conduct its business other than in the ordinary course and consistent with the past practice of the Company not be unreasonably withheld or such Subsidiary. Without limiting the generality of the foregoing, except as described in Section 5.01(a) of the Disclosure Scheduledelayed), the Company Purchaser shall and shall cause each Subsidiary to (i) continue operate its advertising business and promotional activities, conduct its affairs only in the usual and pricing ordinary course in substantially the same manner as heretofore conducted; and purchasing policies, in accordance with past practice; (ii) to the extent not shorten inconsistent with such business, use reasonable commercial efforts to preserve substantially intact its business organization and maintain its rights. Except as specifically provided in this Agreement or lengthen otherwise consented to in writing by MANUKA (which consents shall not be unreasonably withheld) from the customary payment cycles for date of this Agreement until the Closing Date, or until the earlier termination of this Agreement, the Purchaser shall not do any of the following: (a) make any distribution of dividends or any kind of profits; (b) change any of its payables operation areas; or receivables; (iiic) use its reasonable best efforts to (A) preserve intact its business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve its current relationships with its customers, suppliers and other persons with which it has significant business relationships; (iv) exercise, but only after notice to the Purchaser and receipt of the Purchaser's prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases set forth except as permitted in Section 3.20(b) 5.5 of the Disclosure Schedule that by its terms would otherwise expire; and (v) this Agreement, accept any liabilities, which are not engage in any practice, take any action, fail to take any action or enter into any transaction that could cause any representation or warranty of the Company or any Stockholder to be untrue in any material respect (or in the case of any representation or usual and warranty that is qualified ordinary course in substantially the same manner as to materiality, that could cause such representation or warranty to be untrue in any respect) or result in a breach of any covenant made by the Company or any Stockholder in this Agreementheretofore conducted.

Conduct of Business Prior to the Closing. (a) The Company and During the Stockholders covenant and agree that, except as described in Section 5.01(a) of the Disclosure Schedule, between period from the date hereof and the time of this Agreement to the Closing, neither except (i) as expressly contemplated or permitted by this Agreement or (ii) as Purchaser shall otherwise consent in writing, Seller shall, and shall cause the Company nor any Subsidiary shall to, (A) conduct its business other than the Business in the ordinary course Ordinary Course of Business, (B) use Commercially Reasonable Efforts to maintain and preserve intact the Company’s current business, organization, goodwill, relationships with customers, suppliers, independent contractors, lenders, landlords, regulators and others having business dealings with it, retain the services of the Company’s officers and employees, preserve its assets and properties in good repair and condition consistent with past practice, and maintain capital expenditure levels consistent with past practice, and (C) promptly notify Purchaser of and provide to Purchaser a copy of, (1) any notice or other communication Seller or the past practice Company receives from (y) any Person alleging that the consent of such Person is or may be required in connection with any of the Company Contemplated Transactions or such Subsidiary(z) any Governmental Entity relating to the Business or (2) any change(s) that, individually or in the aggregate, have had or would reasonably be expected to (y) have a Material Adverse Effect or (z) delay or impede the ability of any of the Parties to perform their obligations under any of the Transaction Documents or consummate any of the Contemplated Transactions, and (D) deliver to Purchaser copies of the Company’s monthly financial statements within ten (10) days after the end of each month. Without In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Closing, except (i) as described in expressly contemplated or permitted by this Agreement, (ii) as set forth on Section 5.01(a) 7.1 of the Seller’s Disclosure ScheduleSchedule or (iii) as Purchaser shall otherwise consent in writing, the Company Seller shall not, and shall cause each Subsidiary to (i) continue its advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its reasonable best efforts to (A) preserve intact its business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve its current relationships with its customers, suppliers and other persons with which it has significant business relationships; (iv) exercise, but only after notice to the Purchaser and receipt of the Purchaser's prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases set forth in Section 3.20(b) of the Disclosure Schedule that by its terms would otherwise expire; and (v) not engage in any practice, take any action, fail to take any action or enter into any transaction that could cause any representation or warranty of the Company or any Stockholder to be untrue in any material respect (or in the case of any representation or and warranty that is qualified as to materiality, that could cause such representation or warranty to be untrue in any respect) or result in a breach of any covenant made by the Company or any Stockholder in this Agreement.to:

Conduct of Business Prior to the Closing. (a) The Company Seller covenants and the Stockholders covenant and agree agrees that, except as described in Section 5.01(a5.1(a) of the Disclosure ScheduleSchedule or as expressly permitted, required or intended by this Agreement and the Ancillary Agreements, between the date hereof and the time of the Closing, neither Seller shall not, and shall cause its subsidiaries not to, conduct the Company nor any Subsidiary shall conduct its business Business other than in the ordinary course and consistent with the Seller’s past practice of the Company or such Subsidiarypractice. Without limiting the generality of the foregoing, except as described in Section 5.01(a5.1(a) of the Disclosure Schedule, the Company shall Seller shall, and shall cause each Subsidiary its subsidiaries to, with respect to the Business, (i) continue its advertising and promotional activities, and pricing and purchasing policies, in accordance with past practicepractice and notify Purchaser of any changes in pricing policies not in accordance with past practice (provided that any Transferred Products sold in accordance with such changed pricing practices, if any, shall not constitute “Backlog” hereunder), such changes to be subject to the approval of Purchaser and such approval not to be unreasonably withheld where such change in pricing policy is a result of the transactions contemplated in this Agreement; (ii) not shorten or lengthen the customary payment cycles for any of its payables or receivablesReceivables; (iii) use its commercially reasonable best efforts to (A) preserve intact its business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of Transferred Employees, provided however, that the Company covenants and each Subsidiaryagreements set forth in this paragraph shall not require Seller to increase compensation, add additional Benefits or incur any additional expenses with respect to the Transferred Employees, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve its current relationships with its customersDistribution Channel Participants, suppliers vendors and other persons with which it has significant business relationships; and (iv) exercise, but only after notice to the Purchaser and receipt of the Purchaser's prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases set forth in Section 3.20(b) of the Disclosure Schedule that by its terms would otherwise expire; and (v) not engage in any practice, take any action, fail to take any action or enter into any transaction that which could cause any representation or warranty of the Company or any Stockholder Seller to be untrue in any material respect (or in the case of any representation or and warranty that is qualified as to materiality, that could cause such representation or warranty to be untrue in any respect) or result in a breach of any covenant made by the Company or any Stockholder Seller in this Agreement.

Conduct of Business Prior to the Closing. (a) The Company BCBSKS covenants and the Stockholders covenant and agree agrees that, except as described in Section 5.01(a) with the prior approval of the Disclosure SchedulePurchaser (which approval shall not be unreasonably withheld), between the date hereof and the time of the Closing, neither or as contemplated or permitted by this Agreement, or as set forth in the Company nor any Subsidiary Disclosure Statement, BCBSKS shall conduct its business other than the Business only in the ordinary course and either consistent with the past BCBSKS's prior practice of the Company or such Subsidiarypursuant to Customary Actions. Without limiting the generality of the foregoing, except as described in Section 5.01(a) of the Disclosure Scheduleand without Purchaser's consultation and approval (which approval shall not be unreasonably withheld), the Company BCBSKS shall and shall cause each Subsidiary to use commercially reasonable efforts to: (i) continue its advertising and promotional activities, and pricing and purchasing policies, activities in accordance with past practicepractice or pursuant to Customary Actions; (ii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its reasonable best efforts to (A) preserve intact its business organizations organization and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each SubsidiaryBCBS, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary BCBS and the Business Business, and (D) preserve its current relationships with its customers, suppliers and other persons with which it has significant business relationships; (iv) exercise, but only after notice to the Purchaser and receipt of the Purchaser's prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases set forth in Section 3.20(b3.13(a) of the Disclosure Schedule that Statement which by its their terms would otherwise expire; and (v) not engage in any practice, take any action, fail to take any action or enter into any transaction that could which would reasonably be expected to cause any representation or warranty of the Company or any Stockholder BCBSKS to be untrue in at any material respect (or in time prior to the case of any representation or and warranty that is qualified as to materialityClosing Date, that could cause such representation or warranty to be untrue in any respect) or result in a breach of any covenant made by the Company or any Stockholder BCBSKS in this Agreement.

Conduct of Business Prior to the Closing. (a) The Company and During the Stockholders covenant and agree thatperiod from the date of this Agreement to the Effective Time, except as described consented to in Section 5.01(awriting in advance by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed) or as otherwise specifically contemplated by this Agreement, the Sellers shall cause each of the Disclosure Schedule, between the date hereof and the time of the Closing, neither the Company nor any Subsidiary shall conduct Transferred Companies to carry on its business other than in the ordinary course and consistent with the past practice and use commercially reasonable efforts to preserve substantially intact its business organization and assets, keep available the services of the Company or such Subsidiaryits current officers and employees and preserve its current relationships with customers, suppliers and other Persons with which it has significant 38 business relations. Without In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as described set forth in Section 5.01(a6.1 of the Disclosure Schedule or as specifically contemplated by this Agreement, none of the Transferred Companies shall, without Buyer’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed): (a) amend or otherwise change its certificate of incorporation or bylaws (or equivalent organizational documents); (b) issue, sell, pledge, dispose of or otherwise subject to any Encumbrance (i) any of its capital stock or other equity or ownership interests, (ii) any option, warrant or interest convertible into or exchangeable or exercisable for its capital stock or other equity or ownership interests, (iii) any stock appreciation right, phantom stock, interest in its ownership or earnings or other equity equivalent or equity-based award or right, or (iv) any bond, debenture or other Indebtedness having the right to vote or convertible or exchangeable or exercisable for securities having the right to vote, except as contemplated by Section 6.12 and Section 6.16; (c) declare, set aside or pay any dividend or other distribution, redeem or repurchase, or make any other payment on or with respect to any of its capital stock, except for dividends by any direct or indirect wholly owned Subsidiary of the Company to the Company; (d) directly or indirectly sell, lease, license, sell and lease back, mortgage or otherwise subject to any Encumbrance or otherwise dispose of any of its properties or assets, except (i) sales of used equipment or sales to customers, in each case in the ordinary course of business consistent with past practice, (ii) sales pursuant to any contractual obligation existing on the date of this Agreement and listed in Section 6.1(d) of the Disclosure Schedule, and (iii) the imposition of Permitted Liens; (e) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock or any options, warrants or other rights with respect thereto or make any other change with respect to its capital structure; (g) directly or indirectly acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or a substantial equity interest in, or by any other manner, any business or any corporation, partnership, limited liability company, joint venture, association or other entity or division thereof; (g) enter into any joint venture, exclusive dealing, noncompetition or similar Contract restricting a Transferred Company shall and shall cause each Subsidiary to in the conduct of its business; (h) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, or otherwise alter the Company’s or its Subsidiary’s corporate structure; (i) continue (x) incur any Indebtedness, other than for borrowings in the ordinary course of business consistent with past practice under the Company’s revolving credit facility as in existence 39 on the date hereof, or (y) make any loans or advances to any Person (other than the Company or one of its advertising and promotional activitiesSubsidiaries), and pricing and purchasing policies, except for loans or advances made in accordance the ordinary course of business consistent with past practice; (iij) not shorten incur or lengthen commit to incur any capital expenditure in excess of $100,000 individually or $500,000 in the customary payment cycles for any aggregate other than the capital expenditures listed on the capital expenditure budget set forth in Section 6.1(j) of its payables or receivablesthe Disclosure Schedule; (iiik) use its reasonable best efforts enter into any lease of real or personal property involving a term of more than one year or rental obligations exceeding $250,000 per year in any single lease, or $1,000,000 per year in any series of related or similar leases; (l) other than as a result of a Change of Control Payment pursuant to (A) preserve intact its business organizations and an obligation entered into by the business organization of the Business, (B) keep available Company prior to the Purchaser date hereof or other Change of Control Payments which in the services aggregate do not exceed $5,000,000, increase the compensation payable or to become payable or the benefits provided to its directors, officers or employees, except for normal merit and cost-of-living increases consistent with past practice in salaries or wages of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve its current relationships with its customers, suppliers and other persons with which it has significant business relationships; (iv) exercise, but only after notice to the Purchaser and receipt of the Purchaser's prior written approval, any rights of renewal pursuant to the terms of any of the leases Transferred Companies who are not directors or subleases officers of any of the Transferred Companies and who receive less than $200,000 in total annual cash compensation from any of the Transferred Companies, or grant any severance or termination payment to, loan or advance any amount (other than advances made in the ordinary course of business consistent with past practice) to, any director, officer or employee of any of the Transferred Companies, or establish, adopt, enter into or amend any Plan (or any plan, program or arrangement that would be a Plan), except in each case to the extent required pursuant to any Contract or Plan in effect on the date of this Agreement; (m) except as contemplated by this Agreement, enter into any material Contract with any Related Party of any of the Transferred Companies or engage in any other material business dealings or transactions with any such Related Party (other than in such Related Party’s capacity as a director or officer of any of the Transferred Companies); (n) settle, pay or compromise any material Action in which the Company or any other Transferred Company is a defendant (whether or not commenced prior to the date of this Agreement); (o) change its fiscal year, revalue any of its material assets or, except as required by GAAP, make any changes in financial accounting methods, principles or practices; (p) dispose of, license or transfer to any Person any rights to any Company IP other than in the ordinary course of business consistent with past practice; (q) accelerate the billing of customers or the collection of their accounts receivable or delay payment of accounts payable or accrue expenses or defer expenses; (r) enter into or amend any material Contract pursuant to which any other Person is granted exclusive marketing or other exclusive rights of any type or scope with respect to any Transferred Company’s products or services; 40 (s) take any action (or omit to take any action) if such action (or omission) would reasonably be expected to result in any of the conditions to the Share Purchase set forth in Section 3.20(bARTICLE 7 not being satisfied; (t) enter into any new line of the Disclosure Schedule that by business outside of its terms would otherwise expireexisting business; and or (vu) not engage in any practiceformally announce an intention, take any action, fail to take any action or enter into any transaction that could cause Contract, to do any representation or warranty of the Company or any Stockholder to be untrue in any material respect (or in the case of any representation or and warranty that is qualified as to materiality, that could cause such representation or warranty to be untrue in any respect) or result in a breach of any covenant made by the Company or any Stockholder in this Agreement.foregoing. Section 6.2

Conduct of Business Prior to the Closing. Between the date of this Agreement and ending on the earlier of the Closing or the termination of this Agreement, except as (a) The Company and the Stockholders covenant and agree thatBuyer shall otherwise consent in writing (such consent not to be unreasonably withheld, except as described in Section 5.01(aconditioned or delayed), (b) required by applicable Law, (c) set forth on Schedule 5.1 of the Disclosure ScheduleSchedules, between the date hereof and the time of the Closing, neither or (d) otherwise required by or expressly contemplated under this Agreement: (i) the Company nor any Subsidiary shall use commercially reasonable efforts to, and shall cause each of its Subsidiaries to use commercially reasonable efforts to, (A) conduct its business other than only in the ordinary course and of business consistent with the past practice of the Company or such Subsidiary. Without limiting the generality of the foregoing, except as described in Section 5.01(a) of the Disclosure Schedule, the Company shall and shall cause each Subsidiary to (i) continue its advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its reasonable best efforts to (A) preserve intact its business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the current officers and employees of the Company and each Subsidiaryits Subsidiaries, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect preserve the current relationships of the Company, each Subsidiary Company and the Business and (D) preserve its current relationships Subsidiaries with its customers, suppliers and other persons Persons with which it has significant business relationships; (iv) exercise, but only after notice to the Purchaser and receipt of the Purchaser's prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases set forth in Section 3.20(b) of the Disclosure Schedule that by its terms would otherwise expire; and (v) not engage in any practice, take any action, fail to take any action or enter into any transaction that could cause any representation or warranty of the Company or any Stockholder of its Subsidiaries has significant business relations, and (D) keep and maintain the tangible personal property Assets in normal operating condition, wear and tear excepted (provided that the Seller shall cause the Apartment Book Restructuring to be untrue in any material respect (or in effected and, for the case avoidance of any representation or doubt, shall be permitted to cause the Cash of the Company and warranty that is qualified as to materiality, that could cause such representation or warranty its Subsidiaries to be untrue in dividended or distributed to the Seller and its Affiliates); and (ii) by way of amplification and not limitation of the foregoing, the Company shall not, and shall cause each of its Subsidiaries to not, do or propose to do, directly or indirectly, any respect) of the following without the prior written consent of the Buyer (such consent not to be unreasonably withheld, conditioned or result in delayed; provided that, for purposes of Section 5.1(n), to the extent that a breach of Tax liability and the settlement or resolution thereof would not have any covenant made by impact on the Buyer or the Company or any Stockholder in this Agreement.of its Subsidiaries with respect to any Post-Closing Tax Period, then the parties agree the withholding of a consent hereunder would be unreasonable):

Conduct of Business Prior to the Closing. (a) The Company Unless the Purchaser otherwise agrees in writing and the Stockholders covenant and agree that, except as described otherwise set forth herein or in Section 5.01(a) of the Disclosure ScheduleSchedule (including Section 6.01 thereof), between the date hereof of this Agreement and the time of Closing Date, (a) the Closing, neither Seller shall cause the Company nor any Subsidiary shall conduct and its business other than in the ordinary course and consistent with the past practice of the Company or such Subsidiary. Without limiting the generality of the foregoing, except as described in Section 5.01(a) of the Disclosure Schedule, the Company shall and shall cause each Subsidiary Subsidiaries to (i) continue its advertising and promotional activities, and pricing and purchasing policies, conduct the Business only in accordance with past practicethe ordinary course; (ii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its reasonable best efforts to (A) preserve substantially intact its business organizations and the business organization of the Business, ; (Biii) use reasonable efforts to keep available to the Purchaser the services of the present officers and key employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve its current relationships with its customers, suppliers and other persons with which it has significant business relationshipsSubsidiaries; (iv) exercise, but only after notice use reasonable efforts to preserve the Purchaser and receipt current relationships of the Purchaser's prior written approvalCompany and its Subsidiaries with their customers, any rights of renewal pursuant to suppliers, distributors and other Persons with which the terms of any of the leases or subleases set forth in Section 3.20(b) of the Disclosure Schedule that by Company and its terms would otherwise expireSubsidiaries have significant business relationships; and (v) not engage in any practicecontinue all current sales, take any actionmarketing, fail and promotional activities relating to take any action or enter into any transaction that could cause any representation or warranty the business and operations of the Company; and (b) the Seller shall not permit the Company to (i) (A) declare, set aside, or pay any dividends on, or make any other distributions (whether in cash, securities, or other property) in respect of, any of its outstanding capital stock (other than any cash dividends that are paid to the Seller prior to Closing), (B) split, combine, or reclassify any of its outstanding capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its outstanding capital stock, or (C) purchase, redeem, or otherwise acquire any shares of outstanding capital stock or any Stockholder rights, warrants, or options to be untrue in acquire any material respect such shares; (ii) issue, sell, grant or otherwise Encumber any shares of its capital stock, any other voting securities or any securities convertible into or exchangeable for, or any rights, warrants, or options to acquire, any such shares, voting securities, or convertible or exchangeable securities; (iii) amend its certificate of incorporation or bylaws; or (iv) make any change in the case salary, wage, bonus or other compensation of any representation or and warranty that is qualified as to materiality, that could cause such representation or warranty to be untrue in any respect) or result in a breach executive officer of any covenant made by the Company or any Stockholder in this AgreementCompany.

Conduct of Business Prior to the Closing. (a) The Company ISI covenants and the Stockholders covenant and agree agrees that, except as described in Section 5.01(a) of the Disclosure Schedule, between the date hereof and the time Effective Time, none of the ClosingISI, neither the Company nor ISC, any Subsidiary or any Venture shall conduct its business other than in the ordinary course and consistent with the past practice of the Company or ISC's, such Subsidiary's and such Venture's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01(a) of the Disclosure Schedule, the Company shall and ISI shall cause ISC, each Subsidiary and each Venture to (i) continue its advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its reasonable best efforts to (A) preserve intact its their business organizations and the business organization of the Business, (B) keep available to the Purchaser Ispat the services of the employees of the Company ISC, each Subsidiary and each SubsidiaryVenture, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the CompanyISC, each Subsidiary Subsidiary, each Venture and the Business and (D) preserve its current relationships with its customers, suppliers and other persons with which it has significant business relationships; (iv) exercise, but only after notice to the Purchaser Ispat and receipt of the PurchaserIspat's prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases set forth in Section 3.20(b3.17(b) of the Disclosure Schedule that which by its their terms would otherwise expire; and (v) not engage in any practice, take any action, fail to take any action or enter into any transaction that which could cause any representation or warranty of the Company or any Stockholder ISI to be untrue in any material respect (or in the case of any representation or and warranty that is qualified as to materiality, that could cause such representation or warranty to be untrue in any respect) or result in a breach of any covenant made by the Company ISI or any Stockholder ISC in this Agreement.

Conduct of Business Prior to the Closing. (a) The Company Seller covenants and the Stockholders covenant and agree agrees that, except as described in Section 5.01(a) of the Disclosure ScheduleSchedule or as otherwise provided in this Agreement, between the date hereof and the time of the Closing, neither the Company nor any Subsidiary shall conduct its business other than in the ordinary course and consistent with the past practice of the Company or Company’s and such Subsidiary’s prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01(a) of the Disclosure ScheduleSchedule or as otherwise provided in this Agreement, the Company shall and Seller shall cause the Company and each Subsidiary to (i) continue its their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of its their payables or receivables; (iii) use its their reasonable best efforts to (A) preserve intact its their business organizations and the business organization of the Businessbusiness of the Company and the Subsidiaries, (B) keep available to the Purchaser the services of the employees of the Company and each Acquired Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Acquired Subsidiary and the Business their respective businesses and (D) preserve its their current relationships with its their customers, suppliers and other persons with which it has they have had significant business relationships; (iv) exercise, but only after notice to the Purchaser and receipt of the Purchaser's ’s prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases set forth in Section 3.20(b3.18(b) of the Disclosure Schedule that which by its their terms would otherwise expire; and (v) not engage in any practice, take any action, fail to take any action or enter into any transaction that could which would reasonably be expected to cause any representation or warranty of the Company or any Stockholder Seller to be untrue in any material respect (or in the case of any representation or and warranty that is qualified as to materiality, that could cause such representation or warranty to be untrue in any respect) or result in a breach of any covenant made by the Company or any Stockholder Seller in this Agreement.

Conduct of Business Prior to the Closing. From the date hereof to the Closing, the Sellers shall cause the business of the Company to be conducted in the ordinary course of business and shall cause the Company and its Subsidiaries to use its commercially reasonable efforts to preserve the current business organization and material beneficial business relationships of the Company. In addition, the Sellers shall not cause or permit the Company or any of its Subsidiaries to do any of the following without the prior written consent of the Buyer, (which, in the case of clause (k), shall not be unreasonably withheld or delayed): (a) The Company and the Stockholders covenant and agree thatamend its certificate of incorporation or by-laws; (b) make or grant any increase in compensation, or in severance or termination pay to, any officer, employee or director, or enter into any employment agreement with any officer, except (i) as described may be required under employment or termination agreements in Section 5.01(aeffect on the date hereof, (ii) in the ordinary course of business or (iii) in order to replace any officer who has retired, resigned, died or become disabled; (c) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the Disclosure Scheduleassets of, between the date hereof and the time of the Closingor by any other manner, neither the Company nor any Subsidiary shall conduct its business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire, other than in the ordinary course and consistent with of business, any assets which are material, individually or in the past practice of aggregate, to the Company or such Subsidiary. Without limiting the generality of the foregoing, Company; (d) except as described disclosed in Section 5.01(a) of the Seller Disclosure Schedule, sell, pledge, mortgage, assign, lease, incur any Lien (other than Permitted Liens), or dispose of, or agree to do any of the Company shall and shall cause each Subsidiary to (i) continue its advertising and promotional activitiesforegoing with respect to, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of its payables or receivablesassets, except in the ordinary course of business; (iiie) use its reasonable best efforts to (A) preserve intact its business organizations and authorize, issue, sell or otherwise dispose of any shares of capital stock of, or any security, right, subscription, warrant, option, “phantom” stock right or other rights with respect to, the business organization Company, or modify or amend any right of any holder of outstanding shares of capital stock, other than in connection with the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect cancellation of the Company, each Subsidiary ’s options and warrants outstanding on the Business and (D) preserve its current relationships with its customers, suppliers and other persons with which it has significant business relationshipsdate hereof; (ivf) exerciseexcept in the ordinary course of business, but only after notice or for the lease of premises to serve as the Company’s principal place of business (which lease or other agreement therefore shall be in a form reasonably satisfactory to the Purchaser and receipt of the Purchaser's prior written approvalBuyer), any rights of renewal pursuant to the terms of any of the leases or subleases set forth in Section 3.20(b) of the Disclosure Schedule that by its terms would otherwise expire; and (v) not engage in any practice, take any action, fail to take any action or enter into or amend any other commitment, contractual obligation or transaction that could cause any representation or warranty of the Company or any Stockholder to be untrue in any material respect (or in the case of any representation or and warranty that is qualified as to materiality, that could cause such representation or warranty to be untrue in any respect) or result in a breach of any covenant made which calls for aggregate payments by the Company in excess of $150,000 in any one year and which does not expire or is not terminable without material cost or penalty at the Company’s or its Subsidiaries’ option within a 180 day period; (g) make capital expenditures or commitments for additions to property, plant or equipment constituting capital assets in an aggregate amount exceeding $150,000 in any Stockholder in this Agreement.one year; 29

Conduct of Business Prior to the Closing. (a) The Company IBEX Corp. covenants and the Stockholders covenant and agree agrees that, except as described in Section 5.01(a) of the Disclosure ScheduleSchedule or with the prior written consent of Purchaser or as necessary to carry out the Separation, between the date hereof Effective Date and the time of the Closing, neither IBEX Corp. shall (a) conduct the Company nor any Subsidiary shall conduct its business other than Business in the ordinary course and consistent with IBEX Corp.’s prior practice; and (b) use reasonable best efforts to maintain and preserve intact its current Business organization, operations, and franchise and to preserve the past practice rights, franchises, goodwill, and relationships of its employees, customers, lenders, suppliers, regulators, and others having significant relationships with the Company or such SubsidiaryBusiness. Without limiting the generality of the foregoing, except as described in Section 5.01(a) between the Effective Date and the time of the Disclosure ScheduleClosing, the Company shall and shall cause each Subsidiary to IBEX Corp. shall: (i) continue its advertising preserve and promotional activitiesmaintain all Governmental Authorizations required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (ii) pay the debts, Taxes, and pricing other obligations of the Business when due except for such items that are being contested in good faith and purchasing policies, for which a reserve has been established; (iii) continue to collect Receivables in accordance a manner consistent with past practice; (iiiv) not shorten or lengthen maintain the customary payment cycles for any properties and assets included in the Purchased Assets in the same condition as they were on the date of its payables or receivablesthis Agreement, subject to reasonable wear and tear; (iii) use its reasonable best efforts to (A) preserve intact its business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (Cv) continue in full force and effect without in all material modification respects all existing policies or and binders of insurance currently maintained in respect of the Company, each Subsidiary Business; (vi) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (vii) perform all of its obligations under all Contracts; (vii) maintain the books and records of the Business and (D) preserve its current relationships in accordance with its customers, suppliers and other persons with which it has significant business relationshipspast practice; (ivix) exercise, but only after notice comply in all material respects with all Laws applicable to the Purchaser and receipt conduct of the Purchaser's prior written approval, any rights of renewal pursuant to Business or the terms of any ownership and use of the leases or subleases set forth in Section 3.20(b) of the Disclosure Schedule that by its terms would otherwise expirePurchased Assets; and (vx) not engage in any practice, take any action, fail to take any action or enter into any transaction that which could cause any representation or warranty of the Company or any Stockholder Seller to be untrue in any material respect (or in the case of any representation or and warranty that is qualified as to materiality, that could cause such representation or warranty to be untrue in any respect) or result in a breach of any covenant made by the Company or any Stockholder Seller in this Agreement.

Conduct of Business Prior to the Closing. (a) The Company and the Stockholders covenant and agree that, except Except as described set forth in Section 5.01(a) 5.1 of the Company Disclosure Schedule, between as expressly contemplated or permitted by this Agreement or as required by Applicable Law, during the period from the date hereof and the time of this Agreement through the Closing, neither unless Parent otherwise consents in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Company nor any Subsidiary shall, and shall cause its subsidiaries to, conduct its business other than in the ordinary course of business consistent with past practice, and use commercially reasonable efforts to (i) maintain and preserve intact the business organization of the Company and its subsidiaries and the goodwill of those having material business relationships with the Company and its subsidiaries (including, for the avoidance of doubt, the Company’s customers, lenders, and suppliers), (ii) retain the services of its present officers and key employees, (iii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents franchises, approvals and authorizations, (iv) maintain, and comply with, its internal audit and compliance standards, and commence remediation of any failure to be in compliance therewith in a manner consistent with the Company’s past practice practices, (v) manage its working capital (including the timing of collection of accounts receivable and of the payment of accounts payable and the management of inventory) in the ordinary course of business and substantially consistent with past practice, and (vi) continue to make capital expenditures (in amounts, timing and use of proceeds) substantially consistent with the Company’s capital expenditures budget attached to Section 5.1 of the Company Disclosure Schedule (and with appropriate adjustments as to the timing of such capital expenditures to take into account circumstances or such Subsidiaryevents outside the reasonable control of the Company). Without limiting the generality of the foregoing, and except as described set forth in Section 5.01(a) 5.1 of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by Applicable Law, during the period from the date of this Agreement through the Closing, the Company shall not, and shall cause each Subsidiary to (i) continue its advertising and promotional activitiessubsidiaries not to, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen without the customary payment cycles for any of its payables or receivables; (iii) use its reasonable best efforts to (A) preserve intact its business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve its current relationships with its customers, suppliers and other persons with which it has significant business relationships; (iv) exercise, but only after notice to the Purchaser and receipt of the Purchaser's prior written approvalconsent of Parent (which consent, any rights of renewal pursuant to the terms of any of the leases or subleases set forth in Section 3.20(b) of the Disclosure Schedule that by its terms would otherwise expire; and (v) not engage in any practice, take any action, fail to take any action or enter into any transaction that could cause any representation or warranty of the Company or any Stockholder to be untrue in any material respect (or in the case of any representation subsections (a)(i), (a)(iii), (b) and (f)(ii) through (l), inclusive and, to the extent applicable to the foregoing, (n) of this Section 5.1, shall not be unreasonably withheld, delayed or and warranty that is qualified as to materiality, that could cause such representation or warranty to be untrue in any respect) or result in a breach of any covenant made by the Company or any Stockholder in this Agreement.conditioned):

Conduct of Business Prior to the Closing. (a) The Company Seller and the Stockholders covenant Parent each covenants and agree agrees that, except as described in Section 5.01(a) of the Disclosure ScheduleSchedule and except that prior to Closing the Company will release the Seller from any obligation to repay Indebtedness in an amount not to exceed $18,500,000 owed by the Seller or its Affiliates to the Company reflected on the Reference Balance Sheet or incurred since the date thereof in the ordinary course of business consistent with past practice, between the date hereof thereof and the time of the Closing, neither none of the Seller, the Parent, the Company nor any Subsidiary shall conduct its business other than in the ordinary course and consistent with the past practice Company's and such Subsidiary's prior practice, except for the transfer of the Company or such SubsidiaryReal Property contemplated in Section 8.02(n) and the transfer of the accounting computer system and software referred to in Section 5.11. Without limiting the generality of the foregoing, except as described in Section 5.01(a) of the Disclosure Schedule, the Seller and the Parent each shall not cause the Company shall and shall cause each Subsidiary to (i) fail to continue its advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its reasonable best efforts fail to (A) preserve intact its their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each SubsidiaryTransferred Employees, (C) fail to continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) fail to preserve its current relationships with its customers, suppliers and other persons with which it has significant business relationships; (iv) exercisetransfer any cash out of the Company or the Subsidiaries, but only after notice except for reimbursements to the Seller of usual and customary third party costs (including income taxes in the ordinary course of business) expended by the Seller on behalf of the business consistent with past practice, each of which costs shall be identified and explained to the Purchaser and receipt of the Purchaser's prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases set forth in Section 3.20(b) of the Disclosure Schedule that by its terms would otherwise expirewriting; and (v) not engage in any practice, take any action, fail to take any action or enter into any transaction that which could cause any representation or warranty of the Company Seller or any Stockholder the Parent to be untrue in any material respect (or in the case of any representation or and warranty that is qualified as to materiality, that could cause such representation or warranty to be untrue in any respect) or result in a breach of any covenant made by the Company Seller or any Stockholder the Parent in this Agreement.

Conduct of Business Prior to the Closing. (a) The Company and the Stockholders Sellers covenant and agree that, except as described in Section 5.01(a) of the Disclosure Schedule, between the date hereof and the time of the Closing, neither none of the Company nor any Subsidiary shall conduct its business other than in the ordinary course and consistent with the past practice of the Company or Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01(a) of the Disclosure Schedule, the Company shall and Sellers shall cause the Company and each Subsidiary to (i) continue its advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its reasonable best efforts to (A) preserve intact its their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve its current relationships with its customers, suppliers and other persons with which it has significant business relationships; (iv) exercise, but only after notice to the Purchaser and receipt of the Purchaser's prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases set forth in Section 3.20(b3.19(b) of the Disclosure Schedule that which by its their terms would otherwise expire; and (v) not engage in any practice, take any action, fail to take any action or enter into any transaction that which could cause any representation or warranty of the Company or any Stockholder Sellers to be untrue in any material respect (or in the case of any representation or and warranty that is qualified as to materiality, that could cause such representation or warranty to be untrue in any respect) or result in a breach of any covenant made by the Company or any Stockholder Sellers in this Agreement.

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Stockholders shall, and shall cause the Company to: (a) The Company and the Stockholders covenant and agree that, except as described in Section 5.01(a) of the Disclosure Schedule, between the date hereof and the time of the Closing, neither the Company nor any Subsidiary shall conduct operate its business other than in all material respects in the Ordinary Course of Business; (b) use commercially reasonable efforts to maintain and preserve in all material respects (i) its business organization, (ii) its relationship with its officers, employees and consultants and (iii) its relationship with its customers, suppliers, licensors, licensees, creditors, lessors and others having business relationships with it; (c) maintain and keep its tangible assets in as good repair and condition as at present, ordinary course wear and tear excepted (consistent with the past practice age of such items), and in all material respects maintain and protect all of the Company or such Subsidiary. Without limiting the generality of the foregoing, except as described in Section 5.01(a) of the Disclosure Schedule, the Company shall and shall cause each Subsidiary to (i) continue its advertising and promotional activities, and pricing and purchasing policies, in accordance with past practiceassets; (ii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its reasonable best efforts to (A) preserve intact its business organizations and the business organization of the Business, (Bd) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without insurance comparable in amount and scope of coverage to that currently maintained; (e) operate its business in all material modification respects in compliance with all existing policies or binders Laws; (f) pay all expenses and liabilities when due in the Ordinary Course of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (Dg) preserve pay in a timely fashion, or accrue for, all Taxes or other public charges levied against it, or against the Company’s business or its current relationships with its customersassets. From the date hereof until the Closing Date, suppliers and other persons with which it has significant business relationships; except as consented to in writing by Buyer (ivsuch consent not to be unreasonably withheld, conditioned or delayed) exercise, but only after notice to the Purchaser and receipt of the Purchaser's prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases as set forth in Section 3.20(b) of on Schedule 4.2, the Disclosure Schedule that by its terms would otherwise expire; and (v) Stockholders shall not engage in any practice, take any action, fail cause or permit the Company to take or agree to take (x) any action or enter into any transaction that could cause any representation or warranty of the Company or any Stockholder would reasonably be expected to be untrue in any material respect (or in the case of any representation or and warranty that is qualified as to materiality, that could cause such representation or warranty to be untrue in any respect) or result in a breach of any covenant made by the Company of Stockholders’ representations and warranties or any Stockholder covenants in this AgreementAgreement or in any statement or certificate delivered in connection herewith in a manner that would result in the condition to Closing set forth in Section 5.1 not being satisfied, (y) any other action that would reasonably be expected to result in any of the conditions set forth in Article 5 not being satisfied or (z) any action that would cause any of the changes, events or conditions described in Section 3.7(b) to occur.

Conduct of Business Prior to the Closing. (a) The Company Except as contemplated by this Agreement and the Stockholders covenant and agree that, except as described in Section 5.01(a) of the Disclosure Scheduleset forth on Schedule 5.1, between the date hereof and the time of pending the Closing, neither Seller shall cause the Company nor any and each Subsidiary shall to conduct its business other than in all material respects in the ordinary course and consistent with the past practice and to use commercially reasonable efforts (consistent with past practice) to keep intact its business, keep available the services of its employees and preserve its relationships with its customers and vendors to the Company extent such conduct is within Seller’s commercially reasonable ability without resort to litigation or such Subsidiaryother extraordinary measures. Without limiting the generality of the foregoing, except as described in Section 5.01(a) contemplated by this Agreement and except as set forth on Schedule 5.1, Seller shall not permit the Company or any Subsidiary to do any of the Disclosure Schedulefollowing outside of the ordinary course without the prior consent of Purchaser (such consent shall not be unreasonably withheld and shall be granted or withheld, as the case may be, promptly after Seller’s request therefor (taking into account the significance of the matter to which such consent relates, the Company shall impact it may have on the Business and shall cause each Subsidiary entities to (i) continue its advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its reasonable best efforts to (A) preserve intact its business organizations be acquired by Purchaser and the business organization exigencies of the Businesscircumstances and any other relevant factors)); provided, (B) keep available to the Purchaser the services however, that no provision of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of this Section 5.1 shall require the Company, each any Subsidiary and the Business and (D) preserve its current relationships with its customers, suppliers and other persons with which it has significant business relationships; (iv) exercise, but only after notice or any Joint Venture to the Purchaser and receipt of the Purchaser's prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases set forth in Section 3.20(b) of the Disclosure Schedule that by its terms would otherwise expire; and (v) not engage in any practice, take any action, fail or refrain from taking any action, that would (v) with respect to take any action or enter into any transaction that could cause any representation or warranty Operating Joint Ventures, be beyond the power, however derived, of the Company or any Stockholder Subsidiary, (w) result in the Company, any Subsidiary or any Joint Venture or its board of directors or similar governing body violating its fiduciary duties, if any, to be untrue in the holders of the capital stock or other equity interests of the Company, any material respect Subsidiary or any Joint Venture, (x) violate the Certificate of Incorporation or By-laws (or in comparable constitutive documents) of the case Company, any Subsidiary or any Joint Venture, (y) violate the terms of any representation or and warranty that is qualified as contract to materialitywhich the Company, that could cause such representation or warranty to be untrue in any respect) or result in a breach of any covenant made by the Company Subsidiary or any Stockholder in this Agreement.Joint Venture is a party or any stockholder, partnership, operating or similar agreement pertaining to the Company, any Subsidiary or any Joint Venture, or (z) violate any Law: