Common use of Conduct of Business Until Closing Date Clause in Contracts

Conduct of Business Until Closing Date. Except as permitted or required hereby or as THI may otherwise consent in writing, DE shall: 7.1.1 operate the business of DE only in the usual, regular and ordinary manner, and use its best efforts to (a) preserve the present business organization of DE intact, (b) keep available the services of the present employees of DE, and (c) preserve the current business relationships of DE with customers, clients, suppliers, distributors and others having business dealings with it; 7.1.2 bear the risk of loss or damage to the Assets on and prior to the Closing where such risk of loss is not the legal obligation of another, and maintain all properties necessary for the conduct of the business of DE, whether owned or leased; 7.1.3 maintain the books, records and accounts of DE in the usual, regular and ordinary manner, on the basis consistent with prior periods; 7.1.4 duly comply with all laws, rules and regulations applicable to DE and to the conduct of its business; 7.1.5 perform all of the obligations of DE without default, unless such default is of no significance to DE and could have no adverse impact on DE, its Assets or business; 7.1.6 neither (a) amend DE's Articles of Organization or Operating Agreement; (b) merge with or into, consolidate, amalgamate or otherwise combine with, any other entity; nor (c) change the character of the business of DE; 7.1.7 neither (a) encumber, mortgage, or voluntarily subject to lien any of the existing Assets; (b) transfer, sell, lease, license or otherwise dispose of any of, or any part of, the Assets (other than in the ordinary course of business); (c) convey, transfer or acquire any material Asset or property to, for or on behalf of DE other than in the ordinary course of business; (d) enter into any arrangement, agreement or undertaking, with respect to any of the employees relating to the payment of bonus, severance, profit-sharing or special compensation or any increase in the compensation payable or to become payable to any such employee; nor (e) incur any material fixed or contingent obligation or enter into any agreement, commitment, contract or other transaction or arrangement relating to the business of DE or the Assets; 7.1.8 not make any distributions or dividends of Assets or securities, nor any changes to the capital structure of DE; and 7.1.9 neither modify, change or terminate any of its material obligations other than in the ordinary course of business, nor grant any power of attorney with respect to the business of DE or the Assets to any party except THI.

Conduct of Business Until Closing Date. Except as permitted or required hereby or as THI Purchaser may otherwise consent in writing, DE the Sellers shall cause the Company to and the Company shall: 7.1.1 8.1.1 operate the business of DE the Company only in the usual, regular and ordinary manner, and use its their best efforts to (a) preserve the present business organization of DE the Company intact, (b) keep available the services of the present employees of DEthe Company, and (c) preserve the current business relationships of DE the Company with customers, clients, suppliers, distributors and others having business dealings with it; 7.1.2 bear the risk of loss or damage to the Assets on and prior to the Closing where such risk of loss is not the legal obligation of another, and 8.1.2 maintain all properties necessary for the conduct of the business of DEthe Company, whether owned or leased; 7.1.3 8.1.3 maintain the books, records and accounts of DE the Company in the usual, regular and ordinary manner, on the basis consistent with prior periods; 7.1.4 8.1.4 duly comply comply, in all material respects, with all laws, rules and regulations applicable to DE the Company and to the conduct of its business; 7.1.5 8.1.5 perform all of the obligations of DE the Company without default, unless such default is of no significance to DE the Company and could have no adverse impact on DE, the Company or its Assets or business; 7.1.6 8.1.6 neither (a) amend DEthe Company's Articles of Organization Incorporation or Operating AgreementBy-laws; (b) merge with or into, consolidate, amalgamate or otherwise combine with, any other entity; nor (c) change the character of the business of DEthe Company; 7.1.7 8.1.7 neither (a) encumber, mortgage, or voluntarily subject to lien any of the existing Assetsassets of the Company; (b) transfer, sell, lease, license or otherwise dispose of any of, or any part of, the Assets assets of the Company (other than in the ordinary course of business); (c) convey, transfer or acquire any material Asset asset or property of the Company to, for or on behalf of DE the Company other than in the ordinary course of business; (d) enter into any arrangement, agreement or undertaking, with respect to any of the employees relating to the payment of bonus, severance, profit-sharing or special compensation or any increase in the compensation payable or to become payable to any such employee; nor (e) incur any material fixed or contingent obligation or enter into any agreement, commitment, contract or other transaction or arrangement relating to the business of DE or the AssetsCompany; 7.1.8 8.1.8 not make any distributions or dividends of Assets assets or securities, nor any changes to the capital structure of DEthe Company; andnot agree to make or make any sales of its securities including the issuance of any additional capital stock or rights or options or contracts to acquire, or instruments convertible into, Common Stock or Preferred Stock; however, the Company shall be entitled to make cash distributions to any of the Sellers and pay the Company Debt; 7.1.9 8.1.9 neither modify, change or terminate any of its material obligations other than in the ordinary course of business, nor grant any power of attorney with respect to the business of DE or the Assets Company to any party except THIthe Purchaser; and 8.1.10 anything in this Section 8.1 notwithstanding, Sellers shall have the right in their discretion to make all decisions and expenditures regarding new services and equipment required to keep the Company on its business plan for 2005 delivered to the Purchaser.

Conduct of Business Until Closing Date. Except as permitted or required hereby or as THI may otherwise consent in writingset forth on Exhibit 7.1, DE shallthe Shareholder shall cause CPS to: 7.1.1 operate the business of DE CPS only in the usual, regular and ordinary manner, and use its their best efforts to (a) preserve the present business organization of DE CPS intact, (b) keep available the services of the present employees of DECPS, and (c) preserve the current business relationships of DE CPS with customers, clients, suppliers, distributors and others having business dealings with it; 7.1.2 bear the risk of loss or damage to the Assets on and prior to the Closing Date where such risk of loss is not the legal obligation of another, and maintain all properties necessary for the conduct of the business of DECPS, whether owned or leased; 7.1.3 maintain the books, records and accounts of DE CPS in the usual, regular and ordinary manner, on the basis consistent with prior periods; 7.1.4 duly comply with all laws, rules and regulations applicable to DE CPS and to the conduct of its business; 7.1.5 perform all of the obligations of DE CPS without default, unless such default is of no significance to DE CPS and could have no adverse impact on DECPS, its Assets or business; 7.1.6 neither (a) amend DECPS's Articles of Organization Incorporation or Operating AgreementBy-Laws; (b) merge with or into, consolidate, amalgamate or otherwise combine with, any other entity; nor (c) change the character of the business of DECPS; 7.1.7 neither (a) encumber, mortgage, or voluntarily subject to lien any of the existing AssetsAssets or the Common Stock; (b) transfer, sell, lease, license or otherwise dispose of any of, or any part of, the Assets (other than in the ordinary course of business); (c) convey, transfer or acquire any material Asset or property to, for or on behalf of DE CPS other than in the ordinary course of business; (d) enter into any arrangement, agreement or undertaking, with respect to any of the employees relating to the payment of bonus, severance, profit-sharing or special compensation or any increase in the compensation payable or to become payable to any such employee; nor (e) incur any material fixed or contingent obligation or enter into any agreement, commitment, contract or other transaction or arrangement relating to the business of DE CPS or the Assets; 7.1.8 not make any distributions or dividends of Assets or securities, nor any changes to the capital structure of DECPS; andnot agree to make or make any sales of its securities including the issuance of any additional capital stock or rights or options or contracts to acquire, or instruments convertible into, Common Stock; 7.1.9 neither modify, change or nor terminate any of its material obligations other than in the ordinary course of business, nor grant any power of attorney with respect to the business of DE CPS or the Assets to any party except THIPurchaser; and 7.1.10 anything in this Section 7.1 notwithstanding, Shareholder and CPS shall have the right in their discretion to make all decisions and expenditures regarding the new plant and equipment therefor required to keep that project on schedule.

Conduct of Business Until Closing Date. Except as permitted or required hereby or as THI Purchaser may otherwise consent in writing, DE shallthe Shareholders shall cause R & S to: 7.1.1 operate the business of DE R & S only in the usual, regular and ordinary manner, and use its their best efforts to (a) preserve the present business organization of DE R & S intact, (b) keep available the services of the present employees of DER & S, and (c) preserve the current business relationships of DE R & S with customers, clients, suppliers, distributors and others having business dealings with it; 7.1.2 bear the risk of loss or damage to the Assets on and prior to the Closing Date where such risk of loss is not the legal obligation of another, and maintain all properties necessary for the conduct of the business of DER & S, whether owned or leased; 7.1.3 maintain the books, records and accounts of DE R & S in the usual, regular and ordinary manner, on the basis consistent with prior periods; 7.1.4 duly comply with all laws, rules and regulations applicable to DE R & S and to the conduct of its business; 7.1.5 perform all of the obligations of DE R & S without default, unless such default is of no significance to DE R & S and could have no adverse impact on DER & S, its Assets or business; 7.1.6 neither (a) amend DER & S's Articles of Organization Incorporation or Operating AgreementBy-Laws; (b) merge with or into, consolidate, amalgamate or otherwise combine with, any other entity; nor (c) change the character of the business of DER & S; 7.1.7 neither (a) encumber, mortgage, or voluntarily subject to lien any of the existing AssetsAssets or the Common Stock; (b) transfer, sell, lease, license or otherwise dispose of any of, or any part of, the Assets (other than in the ordinary course of business); (c) convey, transfer or acquire any material Asset or property to, for or on behalf of DE R & S other than in the ordinary course of business; (d) enter into any arrangement, agreement or undertaking, with respect to any of the employees relating to the payment of bonus, severance, profit-sharing or special compensation or any increase in the compensation payable or to become payable to any such employee; nor (e) incur any material fixed or contingent obligation or enter into any agreement, commitment, contract or other transaction or arrangement relating to the business of DE R & S or the Assets; 7.1.8 not make any distributions or dividends of Assets or securities, nor any changes to the capital structure of DER & S; andnot agree to make or make any sales of its securities including the issuance of any additional capital stock or rights or options or contracts to acquire, or instruments convertible into, common stock; however, R & S shall be entitled to make the bonus distributions referred to in paragraph 3.4(b) hereof and further to distribute to Shareholders sufficient cash to enable Shareholders to pay their federal and state income taxes attributable to the Subchapter S income allocated to them from January 1, 1997 through the Closing Date; 7.1.9 neither modify, change or terminate any of its material obligations other than in the ordinary course of business, nor grant any power of attorney with respect to the business of DE R & S or the Assets to any party except THIPurchaser; and 7.1.10 anything in this Section 7.1 notwithstanding, Shareholders shall have the right in their discretion to make all decisions and expenditures regarding the new plant and equipment therefor required to keep that project on schedule.

Conduct of Business Until Closing Date. Except as permitted or required hereby or as THI may otherwise consent in writingbetween the date hereof and the Closing Date the Company shall, DE shalland the Parent shall and shall cause the Company to: 7.1.1 (a) operate the its business of DE only in the usual, regular and ordinary manner, and use its best commercially reasonable efforts to (a) preserve the present business organization of DE the Company intact, (b) keep available the services of the present employees of DEthe Company, and (c) preserve the current business relationships of DE the Company with customers, clients, suppliers, distributors and others having business dealings with it; 7.1.2 (b) bear the risk of loss or damage to the Company Assets on and prior to the Closing where such risk of loss is not the legal obligation of another, and maintain all properties properties, subject to normal wear and tear, necessary for the conduct of the business of DE, whether owned or leasedits business; 7.1.3 (c) maintain the books, records and accounts of DE the Company in the usual, regular and ordinary manner, on the basis consistent with prior periods; 7.1.4 (d) duly comply with all laws, rules and regulations applicable to DE and to the conduct of its business; 7.1.5 (e) perform all of the its obligations of DE without default, unless such default is of no significance to DE and could have no adverse impact on DEthe Assets, its Assets Shares or businessbusiness of any Company; 7.1.6 neither (f) not (a) amend DE's Articles of Organization or Operating Agreement; its charter documents, (b) merge with or into, consolidate, amalgamate or otherwise combine with, any other entity; nor (c) change the character of the business of DEthe Company; 7.1.7 neither (g) not (a) encumber, mortgage, or voluntarily subject to lien any of the existing Purchased Shares or Company Assets; (b) transfer, sell, lease, license or otherwise dispose of any of, or any part of, the Company Assets (other than in the ordinary course of business); (c) convey, transfer or acquire any material Asset asset or property to, for or on behalf of DE the Company other than in the ordinary course of business; (d) enter into any arrangement, agreement or undertaking, with respect to any of the employees of the Company relating to the payment of bonus, severance, profit-sharing or special compensation or any increase in the compensation payable or to become payable to any such employeeemployee or lend any money to Parent; nor (e) incur any material fixed or contingent obligation obligation, including, without limitation any indebtedness for borrowed money, or enter into any agreement, commitment, contract or other transaction or arrangement relating to having the business economic effect of DE or any of the Assetsforegoing; 7.1.8 (h) not make any distributions or dividends of Assets cash, assets or securities, nor agree to make or make any changes sales of its securities including the issuance of any additional capital stock or rights or options or contracts to acquire, or instruments convertible into, capital stock, provided, the Company shall be permitted to remain subject to the capital structure of DE; andAmended and restated Credit Agreement with PNC Bank, NA until the Closing Date; 7.1.9 (i) neither modify, change or nor terminate any of its material obligations other than in the ordinary course of business, nor grant any power of attorney with respect to the business of DE the Company, the Purchased Shares or the Assets Company Assets; and (j) not grant any increase in salary payable or to become payable by it to any party except THIemployee, nor increase benefits payable to any employee under any bonus or pension plan or other contract or commitment, in each case, other than for historical annual increases in salary granted in the ordinary course of business.

Conduct of Business Until Closing Date. Except as permitted or required hereby or as THI may otherwise consent in writingFrom the date hereof until the Closing, DE the Primary Seller shall: 7.1.1 operate (a) operate, or cause to be operated, the business of DE the Company only in the usual, regular and ordinary manner, and use its his best efforts to (a) preserve the present business organization of DE the Company intact, ; (b) keep available maintain, or cause the services of Company to maintain, the present employees of DE, Books and (c) preserve the current business relationships of DE with customers, clients, suppliers, distributors and others having business dealings with it; 7.1.2 bear the risk of loss or damage to the Assets on and prior to the Closing where such risk of loss is not the legal obligation of another, and maintain all properties necessary for the conduct of the business of DE, whether owned or leased; 7.1.3 maintain the books, records Records and accounts of DE the Company in the usual, regular and ordinary manner, on the basis consistent with prior periods; 7.1.4 (c) duly comply comply, and cause the Company to duly comply, with all laws, rules and regulations applicable to DE the Company and to the conduct of its business; 7.1.5 perform (d) perform, or cause to be performed, all of the obligations of DE the Company without default, unless such default is of no significance to DE the Company and could have no adverse impact on DEthe Company, its Assets and Properties or businessthe Business; 7.1.6 (e) neither (ai) amend DEthe Company's Articles of Organization Incorporation or Operating Agreement; By-Laws or (bii) merge with or into, consolidate, amalgamate or otherwise combine with, any other entity; nor (c) change , or cause the character Company to do any of the business of DEforegoing; 7.1.7 neither (af) not, with respect to the Company, nor permit the Company in its own right to, encumber, mortgage, mortgage or voluntarily subject to lien any of the Company's existing AssetsAssets and Properties or the Seller Shares; and (bg) transfer, sell, lease, license or otherwise dispose of any of, or any part of, the Assets (other than in the ordinary course of business); (c) convey, transfer or acquire any material Asset or property to, for or on behalf of DE other than in the ordinary course of business; (d) enter into any arrangement, agreement or undertakingnot, with respect to any of the employees relating to Company, nor permit the payment of bonusCompany in its own right to, severance, profit-sharing or special compensation or any increase in the compensation payable or to become payable to any such employee; nor (ei) incur any material fixed or contingent obligation or enter into any agreement, commitment, contract or other transaction or arrangement relating to the business of DE or the Assets; 7.1.8 not make any distributions or dividends of Assets and Properties or securities, nor or any changes to the capital structure of DEthe Company; and 7.1.9 neither modifyor (ii) agree to make or make any sales of the Company's securities including the issuance of any additional capital stock or rights or options or contracts to acquire, change or terminate any of its material obligations other than in the ordinary course of businessinstruments convertible into, nor grant any power of attorney with respect to the business of DE or the Assets to any party except THICommon Stock.

Conduct of Business Until Closing Date. Except as permitted or required hereby or as THI may otherwise consent in writingcontemplated by this Agreement, DE shallfrom and after the date hereof until the Closing Date, the Seller will: 7.1.1 (a) operate the its business of DE only in the usual, regular and ordinary mannermanner and, and use its best efforts to the extent consistent with such operation, to (ai) preserve the present business organization of DE intact, (bii) use its best efforts to keep available the services of their present officers and significant employees unless the Seller determined it to be in the best interests of the Seller to terminate their relationship with such persons and (iii) use their best efforts to preserve the present employees of DE, and (c) preserve the current business relationships of DE with customers, clients, suppliers, distributors and others having business dealings with itthe Seller; 7.1.2 bear the risk of loss or damage (b) use its best efforts to the Assets on and prior to the Closing where such risk of loss is not the legal obligation of another, and maintain all properties necessary for the conduct of their business in substantially the business same condition as they now are (reasonable wear and tear excepted) and maintain in full force and effect insurance with responsible companies comparable in amount, scope and coverage to that in effect on the date of DE, whether owned or leasedthis Agreement; 7.1.3 (c) maintain the its books, records and accounts of DE in the usual, regular and ordinary manner, manner on the a basis consistent with prior periods; 7.1.4 (d) duly comply with all laws, rules and regulations laws known to be applicable to DE them and material to the conduct of its business; 7.1.5 (e) perform all of the its material obligations of DE without default, default unless such default is of no significance to DE and could have no adverse impact on DE, its Assets or businessbeing contested in good faith; 7.1.6 (f) neither (ai) amend DE's or change the Articles of Organization Incorporation or Operating Agreementthe By-Laws of the Seller; (bii) merge with or into, consolidate, amalgamate consolidate or otherwise combine with, or acquire all or substantially all of the stock or assets of, any other entity; nor (ciii) change the character of the business of DE; 7.1.7 neither (a) encumber, mortgage, or voluntarily subject to lien any of the existing Assets; (b) transfer, sell, lease, license lease or otherwise dispose transfer any significant part of any of, or any part of, the Assets (its assets other than in the ordinary course of business consistent with past practice, nor (iv) change the character of its business); ; (cg) conveyneither (i) increase the number of shares of capital stock or other equity securities of the Seller issued and outstanding nor (ii) grant any option, transfer warrant, or other right to purchase or to convert any obligation into shares of capital stock of the Seller; (h) neither (i) declare, pay or make any dividend or other distribution or payment in respect of the outstanding shares of capital stock of the Seller other than a dividend to be declared which will not reduce Shareholders' Equity at the Closing to less than an amount reasonably acceptable to Complete nor (ii) purchase, redeem or otherwise acquire for consideration any material Asset shares of capital stock of the Seller; (i) neither (i) encumber, mortgage, or property to, for subject to lien any of their properties or on behalf of DE assets other than in the ordinary course of business; (dii) convey, transfer or acquire any material asset or property other than in the ordinary course of business; nor (iii) enter into any arrangementcontract or undertaking relating to, agreement or undertakingpay or promise to pay, with respect to any of the employees relating to the payment of bonus, severance, profit-sharing sharing, or special compensation to any employee or director or make any increase in the compensation payable or to become payable to any such employee; nor (e) incur any material fixed employee or contingent obligation or enter into any agreement, commitment, contract or other transaction or arrangement relating to the business of DE or the Assets; 7.1.8 not make any distributions or dividends of Assets or securities, nor any changes to the capital structure of DE; and 7.1.9 neither modify, change or terminate any of its material obligations director other than in the ordinary course of business, or pursuant to a Contract or Employee Plan; (j) neither (i) incur any debt nor (ii) modify, change or terminate any of the Contracts disclosed on any Schedule to this Agreement, other than in the ordinary course of business and except to provide compensation to a Board Member in connection with this transaction which compensation shall be accrued on the Interim Financial Statements; (k) neither (i) change the banking arrangements described in Schedule 4.24 other than in the ordinary course nor (ii) grant any power of attorney with respect to attorney; and (l) not enter into any employment agreement not terminable by the business of DE Seller on thirty (30) days notice or the Assets to any party except THIless without cost or liability.

Conduct of Business Until Closing Date. Except as set forth in Exhibit 9.1, as permitted or required hereby hereby, or as THI SG may otherwise consent in writing, DE between the date hereof and the Closing Date, Norton shall, and shall cause each Division Subsidiary to: 7.1.1 9.1.1. operate the business businesses of DE the Division only in the usual, regular and ordinary mannermanner as such businesses were conducted prior to the Balance Sheet Date and, and to the extent consistent with such operation, use its best efforts to (a) preserve the present business organization of DE the Division intact, (b) keep available the services of the present employees and management of DEthe Division, and (c) preserve the current present business relationships of DE the Division with customers, clients, suppliers, distributors and others having business dealings with it; 7.1.2 bear the risk of loss or damage to the Assets on and prior to the Closing where such risk of loss is not the legal obligation of another, and 9.1.2. maintain all properties necessary for used in the conduct of the business businesses of DEthe Division, whether owned or leased, in substantially the same condition as they now are (reasonable wear and tear and damage due to unavoidable casualty excepted); 7.1.3 9.1.3. maintain the books, records and accounts of DE the Division in the usual, regular and ordinary manner, on the a basis consistent with prior periods; 7.1.4 9.1.4. duly comply with all laws, rules and regulations laws applicable to DE the Division and to the conduct of its businessbusinesses (except to the extent that the failure to so comply will have no material adverse effect on the financial condition, results of operations, businesses of the Division or the value of the Assets); 7.1.5 9.1.5. perform or cause to be performed all of the obligations of DE the Division without default, unless such material default is of no significance to DE and could have no adverse impact on DE, its Assets or businesspay and perform all current liabilities when due; 7.1.6 neither 9.1.6. not (a) amend DE's Articles its charter or by-laws in any manner which would adversely affect the transactions contemplated hereby or the businesses of Organization or Operating Agreementthe Division; (b) merge with or into, consolidate, amalgamate or otherwise combine with, any other entityentity in a transaction, the result of which would adversely effect the transactions contemplated hereby or the businesses of the Division; nor or (c) change the character of the business businesses of DEthe Division; 7.1.7 neither 9.1.7. not (a) encumber, mortgage, or voluntarily subject to lien, or suffer any lien to be created on, any of the existing Assetsproperties or assets of the Division; (b) transfer, sell, lease, license transfer or otherwise dispose lease any material property or asset of any of, or any part of, the Assets Division (other than inventory in the ordinary course of businessbusiness as conducted prior to the Balance Sheet Date); (c) convey, transfer acquire or acquire dispose of any material Asset or property to, fixed asset in excess of $50,000 in book value for or on behalf of DE the Division; or (d) incur any obligations in excess of $50,000 individually or $1,000,000 in the aggregate which would constitute Assumed Obligations other than purchase and sale orders, contracts or commitments entered into in the ordinary course of business; business as conducted prior to the Balance Sheet Date; 9.1.8. not (da) enter into any employee agreement or similar arrangement, agreement or undertaking in respect of the Division (not terminable by it on thirty (30) days' notice or less without cost or liability) providing for compensation at an annual rate of compensation of $30,000 or more (except for any arrangement, agreement or undertakingunderstanding which will not constitute an Assumed Obligation); (b) pay or promise to pay, with respect any bonus (excluding a bonus to any employee which is not more than 10% in excess of the bonus paid to such employee or employees relating to of equivalent salary and position in the payment of bonus, severanceprior year), profit-sharing or special compensation or to employees of the Division; (c) make any increase (excluding 58 any merit or cost of living increases in the ordinary course of business as conducted prior to the Balance Sheet Date and aggregating not more than 10%) in the compensation payable or to become payable to any employee of the Division whose annual rate of compensation, giving effect of such employeeincrease, would aggregate $30,000 or more; nor or (ed) incur employ any new employee in the Division at an annual basic rate of compensation of $30,000 or more; 9.1.9. give SG immediate written notice of any material fixed damage to the assets or contingent obligation or enter into any agreement, commitment, contract properties of the Division by fire or other transaction or arrangement relating to the business of DE or the Assetscasualty; 7.1.8 9.1.10. not make any distributions or dividends of Assets or securities, nor any changes to the capital structure of DE; and 7.1.9 neither modify, change or terminate any of its material obligations other than the Commitments; 9.1.11. not sell, lease or otherwise dispose of (a) any of the assets or properties of the Division except in the ordinary course of business, nor business as conducted prior to the Balance Sheet Date or (b) all or any part of any of the Division Intangible Properties; 9.1.12. not grant any power of attorney with respect to the business businesses, properties or assets of DE the Division which will survive the Closing; 9.1.13. not change the banking and safe deposit arrangements referred to in Section 6.21; 9.1.14. not permit any Division Subsidiary to issue any securities or options or warrants to purchase any securities; 9.1.15. not make, or permit any Division Subsidiary to make, any election with respect to taxes which would have a material adverse effect on the Assets Division; or 9.1.16. not knowingly permit the Division to engage in any party except THItransaction (including a distribution of assets) if such transaction would result in Total Working Capital on the Closing Date being less than $18,208,000.

Conduct of Business Until Closing Date. Except as permitted or required hereby or as THI may otherwise consent in writingset forth on Exhibit 8.1, DE the Seller shall: 7.1.1 8.1.1 use its best efforts to operate the business of DE Business only in the usual, regular and ordinary manner, and use its best efforts to (a) preserve the present business organization of DE the Seller intact, (b) keep available the services of the present employees of DEthe Seller, and (c) preserve the current business relationships of DE the Seller with customers, clients, suppliers, distributors and others having business dealings with it; 7.1.2 8.1.2 bear the risk of loss or damage to the Assets on and prior to the Closing Date where such risk of loss is not the legal obligation of another, and maintain all properties necessary for the conduct of the business of DEBusiness, whether owned or leased; 7.1.3 8.1.3 maintain the books, records and accounts of DE the Seller in the usual, regular and ordinary manner, on the basis consistent with prior periods; 7.1.4 8.1.4 use its best efforts to duly comply with all laws, rules and regulations applicable to DE the Seller and to the conduct of its businessthe Business; 7.1.5 8.1.5 use its best efforts to perform all of the obligations of DE the Seller without default, unless such default is of no significance to DE the Seller and could have no adverse impact on DEthe Seller, its Assets or businessthe Business; 7.1.6 8.1.6 neither (a) amend DEthe Seller's Articles of Organization Incorporation or Operating AgreementBy-Laws; (b) merge with or into, consolidate, amalgamate or otherwise combine with, any other entity; nor (c) change the character of the business of DEBusiness; 7.1.7 8.1.7 neither (a) encumber, mortgage, or voluntarily subject to lien any of the existing Assets; (b) transfer, sell, lease, license or otherwise dispose of any of, or any part of, the Assets (other than in the ordinary course of business); (c) convey, transfer or acquire any material Asset or property to, for or on behalf of DE the Seller other than in the ordinary course of business; (d) enter into any new arrangement, agreement or undertaking, with respect to any of the employees relating to the payment of bonus, severance, profit-sharing or special compensation or any increase in the compensation payable or to become payable to any such employee; nor (e) incur any material fixed or contingent obligation or enter into any agreement, commitment, contract or other transaction or arrangement relating to the business of DE or the Assets; 7.1.8 not make any distributions or dividends of Assets or securities, nor any changes to the capital structure of DE; and 7.1.9 neither modify, change or terminate any of its material obligations other than in the ordinary course of business, nor grant any power of attorney with respect to the business of DE or the Assets to any party except THI.nor

Conduct of Business Until Closing Date. Except as permitted or required hereby or as THI Purchaser may otherwise consent in writing, DE the Sellers shall: 7.1.1 (a) operate the business of DE Business only in the usual, regular and ordinary manner, and use its their best efforts to (ai) preserve the present business organization of DE the Company intact, (bii) keep available the services of the present employees of DEEmployees, and (ciii) preserve the current business relationships of DE the Company with customers, clients, suppliers, distributors and others having business dealings with it; 7.1.2 bear the risk of loss or damage to the Assets on and prior to the Closing where such risk of loss is not the legal obligation of another, and maintain all properties necessary for the conduct of the business of DE, whether owned or leased; 7.1.3 (b) maintain the books, records and accounts of DE the Company in the usual, regular and ordinary manner, on the basis consistent with prior periods; 7.1.4 duly (c) materially comply with all laws, rules and regulations applicable to DE the Company and to the conduct of its business; 7.1.5 (d) satisfy the accounts payable of the Company in the usual, regular and ordinary manner, consistent with prior periods and without unusual aging; (e) perform all of the obligations of DE the Sellers without default, unless such default is of no significance to DE the Company and could have no adverse impact on DE, its the Acquired Assets or businessthe Business; 7.1.6 (f) neither (ai) amend DEthe Company's Articles of Organization or Operating AgreementBy-Laws; (bii) amend the Partnership Agreement of Five N; (iii) merge with or into, consolidate, amalgamate or otherwise combine with, any other entity; nor (civ) change the character of the business of DEthe Company; 7.1.7 (g) neither (ai) encumber, mortgage, or voluntarily subject to lien any of the existing Acquired Assets; (bii) transfer, sell, lease, license or otherwise dispose of any of, or any part of, the Acquired Assets (other than in the ordinary course of business), except that Five N is permitted to transfer the Real Property to the Company; (ciii) convey, transfer or acquire any material Acquired Asset or property to, for or on behalf of DE the Company other than in the ordinary course of business; (div) other than in the ordinary course of business, enter into any arrangement, agreement or undertaking, undertaking with respect to any of the employees Employees relating to the payment of bonus, severance, profit-sharing or special compensation or any increase in the compensation payable or to become payable to any such employeeEmployee; (vi) enter into any arrangement, agreement or undertaking, with respect to any of the Shareholders relating to the payment of bonus, severance, profit-sharing or special compensation or any increase in the compensation payable or to become payable to any such Shareholder; nor (evii) incur any material fixed or contingent obligation or enter into any agreement, commitment, contract or other transaction or arrangement relating to the business of DE Business or the AssetsAcquired Assets except in the ordinary course of business; 7.1.8 (h) except to the extent reflected in the Adjusted December 31, 1998 Balance Sheet or permitted by Section 7.8, including the Analysis of Adjustments contemplated thereby, not make any distributions or dividends of Assets or securitiesdividends, nor any changes to the capital structure of DEthe Company; andnot agree to make or make any sales of its securities including the issuance of any additional capital stock or rights or options or contracts to acquire, or instruments convertible into, common stock; 7.1.9 (i) neither modify, change or terminate any of its material obligations other than in the ordinary course of business, nor grant any power of attorney with respect to the business of DE Business or the Acquired Assets to any party except THIPurchaser; and (j) maintain insurance policies with respect to the Acquired Assets, the business and operation of the Business and its Employees at presently existing levels (and the proceeds of any such insurance policy relating to the Business shall, notwithstanding anything herein to the contrary, be included as part of the Acquired Assets, except to the extent such proceeds relate to any Excluded Assets). Anything in this Section 7.1 notwithstanding, the Sellers shall have the right in their discretion to make all decisions and expenditures required to keep the Addition on schedule.