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

Conduct of Company Prior to Closing. The Shareholders shall use reasonable efforts to ensure, and shall use reasonable efforts to cause the Company to ensure, that, except with the consent of Purchaser, from the date hereof through the Closing Date: (a) the Company conducts its operations in the ordinary course of business and in substantially the same manner as such operations have been conducted prior to the date of this Agreement; (b) the Company shall use its commercially reasonable efforts to (i) preserve intact its current business organization, (ii) keep available the services of its current officers and employees, (iii) maintain its relations and good will with all suppliers, customers, landlords, creditors, licensors, licensees, independent contractors and other Persons having business relationships with the Company and (iv) promptly repair, restore or replace any assets that are destroyed or damaged; (c) to the extent requested by the Purchaser, the officers of the Company shall confer with the Purchaser concerning operational matters outside the ordinary course of business and the status of the Company, including its condition, assets, Liabilities, operations, financial performance and prospects; (d) the Purchaser is notified immediately of any inquiry, proposal or offer from any Person relating to an acquisition of the Company and neither the Company nor the Shareholders becomes a party to an agreement providing for the acquisition of the Company or the Company Shares; (e) the Company does not form any Subsidiary or acquire any equity interest or other interest in any other Entity; (f) the Company does not incur or assume any Liability, except for current Liabilities incurred in the ordinary course of business, and the Company does not make any payment (whether of interest, principal or otherwise) with respect to any indebtedness of the Company, including the ISx Debt and the predecessor to such ISx debt, excluding however ordinary course vendor and supplier financing as well as non-debt obligations pursuant to customer contracts and strategic partnerships, and excluding payments to the Company's service providers incurred in connection with the Acquisition; (g) except as specifically set forth in Part 4.4(g) of the Company Disclosure Schedule, the Company does not establish or adopt any Benefit Plan, employment agreement, retention plan, change of control agreement or similar agreement or pay any bonus or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fees, fringe benefits or other compensation or remuneration payable to, any of its directors, officers, employees or independent contractors; provided, that, the annual base salary of employees (other than officers) of the Company may be increased in the ordinary course of business not more than once per employee in an amount not to exceed $7,500 per employee; and (h) neither the Company nor any Shareholder enters into any transaction or takes any other action that would reasonably be expected to constitute a Breach of any representation or warranty made by the Shareholders in this Agreement as of the Closing Date.

Conduct of Company Prior to Closing. The Shareholders (i) During the period from the date of this Agreement to the Closing or earlier termination of this Agreement, except (x) as required or expressly contemplated by this Agreement, (y) as required by applicable Law, or (z) as consented to in writing by Investor (which consent shall not be unreasonably withheld, conditioned or delayed and a copy of such writing which shall be delivered to the Lien Purchasers), the Company shall, and shall cause each of its Subsidiaries to (i) conduct its business in the ordinary course in all material respects and (ii) use commercially reasonable efforts to ensuremaintain and preserve intact in all material respects its business organization, employees and advantageous business relationships. (ii) During the period from the date of this Agreement to the Closing or earlier termination of this Agreement, except (x) as required or expressly contemplated by this Agreement, (y) as required by applicable Law, or (z) as consented to in writing by Investor (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and shall use reasonable efforts not permit any of its Subsidiaries to, without the prior written consent of Investor (with a copy delivered to cause Lien Purchasers): (A) incur, assume, guarantee or become liable for any indebtedness for borrowed money, other than (1) intercompany indebtedness of the Company or any wholly owned Company Subsidiary to ensurethe Company or any wholly owned Company Subsidiary, thatand guarantees thereof, except (2) indebtedness incurred in connection with the consent issuance of Purchaser, from the date hereof through the Closing Date: (a) the Company conducts its operations any standby letters of credit in the ordinary course of business and or (3) borrowings in substantially the same manner as such operations have been conducted prior to ordinary course under any revolving credit facility, settlement facility, commercial paper program, corporate credit facility or other line of credit, in each case existing on the date of this AgreementAgreement up to the amount committed thereunder on the date of this Agreement (or any amendment or replacement thereof, in each case, so long as (x) the amount of borrowings under such amended or replaced facility or program is not greater than the committed amount of such facility or program on the date of this Agreement and (y) the terms and conditions of such amended or replaced facility or program are no less favorable to the Company or such Company Subsidiary than were the terms of such amended or replaced facility prior to the effectiveness of the amendment or replacement); (bB) adjust, split, combine or reclassify any capital stock; (C) make, declare, pay or set a record date for any dividend, withdrawal, redemption or any other distribution on or payment with respect to, any shares of its capital stock (whether directly or indirectly to affiliates of stockholders) or any payments to any of its stockholders or their affiliates (in their capacity as such), other than dividends paid by any of the Company shall use Subsidiaries to the Company or any wholly owned Subsidiaries of the Company; (D) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities or indebtedness convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into, or exercisable for (including any options, warrants, or other rights of any kind to acquire), any shares of its commercially reasonable efforts capital stock or other equity or voting securities, except pursuant to the exercise of stock options or the settlement of equity compensation awards in accordance with their terms; (E) (i) preserve intact its current business organizationsell, (ii) keep available the services transfer, mortgage, encumber or otherwise dispose of any of its current officers and employeesmaterial properties or assets, (iii) maintain its relations and good will with all suppliers, customers, landlords, creditors, licensors, licensees, independent contractors and other Persons having business relationships with the Company and (iv) promptly repair, restore or replace any assets that are destroyed or damaged; (c) to the extent requested by the Purchaser, the officers except for sales of the Company shall confer with the Purchaser concerning operational matters outside inventory in the ordinary course of business business; or (ii) enter into any binding agreement, arrangement or understanding that will commit the Company or any of its Subsidiaries to make payments in the amount of $100,000 individually (or $250,000 in the aggregate to any single party and its affiliates, provided that such cap should increase from $250,000 to $500,000 after July 31, 2024); provided, however, that the status restrictions of this clause (E) only apply to agreements, arrangements and understandings that require the approval of officers with a title of vice presidents or above under the Company, including its condition, assets, Liabilities, operations, financial performance and prospects’s current authorization matrix; (dF) except as required under applicable Law or the terms of any Company benefit plan existing as of the date hereof, (1) establish, adopt, amend (whether in writing or through the interpretation of) or terminate any employee benefit or compensation plan, program, policy or arrangement for the benefit or welfare of any current or former employee, officer, director or individual consultant, (2) increase the compensation or benefits payable to any current or former employee with a title of vice president or above, officer, director or individual consultant, (3) pay or award, or commit to pay or award, any bonuses or incentive compensation, except in accordance with obligations under existing agreements, and in the case of executive officers, except for the bonuses to which executive officers are eligible to earn in accordance with (A) the Purchaser is notified immediately of any inquiryPerformance Incentive Agreement, proposal or offer from any Person relating to an acquisition of dated September 14, 2023 by and between the Company and neither Xxxxxxx Xxxxxx (the “Incentive Agreement”) and (B) the offer letter, dated August 28, 2023 (as amended on January 31, 2024), between the Company nor and Xxxxx Xxxxxx, (4) xxxxx or accelerate the Shareholders becomes a party to vesting of any equity-based awards or other compensation, (5) enter into any new, or amend any existing, employment, severance, change in control, retention, bonus guarantee, collective bargaining agreement or similar agreement or arrangement, (6) fund any rabbi trust or similar arrangement, (7) terminate the employment or services of any officer whose target annual compensation (that is, base salary or wages plus annual bonus or other short-term cash incentive compensation) is greater than $400,000, other than for cause, or (8) hire or promote any officer; (G) settle any claim, suit, action or proceeding, except involving monetary remedies in an agreement providing for amount not in excess of $100,000 individually or $500,000 in the acquisition aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries; (H) amend the certificate of incorporation or bylaws of the Company or any of its material Subsidiaries, other than with respect to the Company Sharescertificate of incorporation and bylaws of material Subsidiaries only, any amendment that does not have an adverse impact on the Purchasers or other amendments solely to effect ministerial changes to such documents of material Subsidiaries; (eI) merge or consolidate the Company does not form or any Subsidiary or acquire any equity interest or other interest of its “Significant Subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Exchange Act) with any other Entityperson, or restructure, reorganize or completely or partially liquidate or dissolve itself or any of its Significant Subsidiaries (other than mergers, consolidations, restructurings or reorganizations solely between or among its wholly-owned Subsidiaries); (fJ) make, change or revoke any material tax election, change a material annual tax accounting period, adopt or change any material tax accounting method, enter into any closing agreement with respect to a material amount of taxes, or settle any material tax claim, audit, assessment or dispute for an amount materially in excess of the amount reserved therefor, in each case, other than in the ordinary course of business; or (K) agree to take or make any commitment to take any of the actions prohibited by this Section 8. (iii) Notwithstanding anything to the contrary herein, nothing in this Agreement (including Section 8(a) and 8(b) hereunder) shall be deemed to restrict or prohibit the Company does not incur or assume any Liabilityof its Subsidiaries from (1) performing, except for current Liabilities incurred or agreeing to perform or making any commitment to perform any obligations to schools and similar organizations pursuant to contracts entered into in the ordinary course of business, (2) paying any professional fees and expenses otherwise payable at Closing, (3) entering into a stockholder rights agreement on the date hereof in substantially the form previously delivered to the Investor (the “Rights Agreement”) or performing any obligations thereunder, provided that the Purchasers agree and acknowledge that the Company does not make may at any payment time terminate, amend or modify the Rights Agreement or provide any exemptions or waivers thereto as it may deem appropriate in its sole discretion; (whether of interest, principal or otherwise4) with respect entering into an amendment to any indebtedness the employment agreement of the Company, including ’s Chief Executive Officer (the ISx Debt “Officer”) concurrently with the execution of this Agreement and in the predecessor to such ISx debt, excluding however ordinary course vendor and supplier financing as well as non-debt obligations pursuant to customer contracts and strategic partnerships, and excluding payments form previously provided to the Company's service providers incurred in connection with Investor; (5) awarding any discretionary bonus to which the Acquisition; (g) except as specifically set forth in Part 4.4(g) of the Company Disclosure Schedule, the Company does not establish or adopt any Benefit Plan, employment agreement, retention plan, change of control agreement or similar agreement or pay any bonus or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fees, fringe benefits or other compensation or remuneration payable to, any of its directors, officers, employees or independent contractors; provided, that, the annual base salary of employees (other than officers) of the Company may be increased in the ordinary course of business not more than once per employee in an amount not to exceed $7,500 per employee; and (h) neither the Company nor any Shareholder enters into any transaction or takes any other action that would reasonably be expected to constitute a Breach of any representation or warranty made by the Shareholders in this Agreement Officer is eligible as of the date hereof under the Incentive Agreement; and (6) performing its obligations under (a) the Credit Agreement, dated as of August 3, 2015, among the Company, certain of its Subsidiaries, Bank of America, N.A., as administrative agent and collateral agent, and the other financial institutions party thereto as lenders, and (b) any other Loan Document (as defined therein), in each case, as in effect on the date hereof (after giving effect to Amendment No. 12 to the Credit Agreement). (iv) Prior to Closing Datethe Company will provide to Investor copies of its Daily Cash Position Schedule(s) in the form provided to its lenders.

Conduct of Company Prior to Closing. The Shareholders (i) During the period from the date of this Agreement to the Closing or earlier termination of this Agreement, except (x) as required or expressly contemplated by this Agreement, (y) as required by applicable Law, or (z) as consented to in writing by Investor (which consent shall not be unreasonably withheld, conditioned or delayed and a copy of such writing which shall be delivered to the Lien Purchasers), the Company shall, and shall cause each of its Subsidiaries to (i) conduct its business in the ordinary course in all material respects and (ii) use commercially reasonable efforts to ensuremaintain and preserve intact in all material respects its business organization, employees and advantageous business relationships. (ii) During the period from the date of this Agreement to the Closing or earlier termination of this Agreement, except (x) as required or expressly contemplated by this Agreement, (y) as required by applicable Law, or (z) as consented to in writing by Investor (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and shall use reasonable efforts not permit any of its Subsidiaries to, without the prior written consent of Investor (with a copy delivered to cause Lien Purchasers): (A) incur, assume, guarantee or become liable for any indebtedness for borrowed money, other than (1) intercompany indebtedness of the Company or any wholly owned Company Subsidiary to ensurethe Company or any wholly owned Company Subsidiary, thatand guarantees thereof, except (2) indebtedness incurred in connection with the consent issuance of Purchaser, from the date hereof through the Closing Date: (a) the Company conducts its operations any standby letters of credit in the ordinary course of business and or (3) borrowings in substantially the same manner as such operations have been conducted prior to ordinary course under any revolving credit facility, settlement facility, commercial paper program, corporate credit facility or other line of credit, in each case existing on the date of this AgreementAgreement up to the amount committed thereunder on the date of this Agreement (or any amendment or replacement thereof, in each case, so long as (x) the amount of borrowings under such amended or replaced facility or program is not greater than the committed amount of such facility or program on the date of this Agreement and (y) the terms and conditions of such amended or replaced facility or program are no less favorable to the Company or such Company Subsidiary than were the terms of such amended or replaced facility prior to the effectiveness of the amendment or replacement); (bB) adjust, split, combine or reclassify any capital stock; (C) make, declare, pay or set a record date for any dividend, withdrawal, redemption or any other distribution on or payment with respect to, any shares of its capital stock (whether directly or indirectly to affiliates of stockholders) or any payments to any of its stockholders or their affiliates (in their capacity as such), other than dividends paid by any of the Company shall use Subsidiaries to the Company or any wholly owned Subsidiaries of the Company; (D) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities or indebtedness convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into, or exercisable for (including any options, warrants, or other rights of any kind to acquire), any shares of its commercially reasonable efforts capital stock or other equity or voting securities, except pursuant to the exercise of stock options or the settlement of equity compensation awards in accordance with their terms; (i) preserve intact its current business organizationsell, (ii) keep available the services transfer, mortgage, encumber or otherwise dispose of any of its current officers and employeesmaterial properties or assets, (iii) maintain its relations and good will with all suppliers, customers, landlords, creditors, licensors, licensees, independent contractors and other Persons having business relationships with the Company and (iv) promptly repair, restore or replace any assets that are destroyed or damaged; (c) to the extent requested by the Purchaser, the officers except for sales of the Company shall confer with the Purchaser concerning operational matters outside inventory in the ordinary course of business business; or (ii) enter into any binding agreement, arrangement or understanding that will commit the Company or any of its Subsidiaries to make payments in the amount of $100,000 individually (or $250,000 in the aggregate to any single party and its affiliates, provided that such cap should increase from $250,000 to $500,000 after July 31, 2024); provided, however, that the status restrictions of this clause (E) only apply to agreements, arrangements and understandings that require the approval of officers with a title of vice presidents or above under the Company, including its condition, assets, Liabilities, operations, financial performance and prospects’s current authorization matrix; (dF) except as required under applicable Law or the terms of any Company benefit plan existing as of the date hereof, (1) establish, adopt, amend (whether in writing or through the interpretation of) or terminate any employee benefit or compensation plan, program, policy or arrangement for the benefit or welfare of any current or former employee, officer, director or individual consultant, (2) increase the compensation or benefits payable to any current or former employee with a title of vice president or above, officer, director or individual consultant, (3) pay or award, or commit to pay or award, any bonuses or incentive compensation, except in accordance with obligations under existing agreements, and in the case of executive officers, except for the bonuses to which executive officers are eligible to earn in accordance with (A) the Purchaser is notified immediately of any inquiryPerformance Incentive Agreement, proposal or offer from any Person relating to an acquisition of dated September 14, 2023 by and between the Company and neither Xxxxxxx Xxxxxx (the “Incentive Agreement”) and (B) the offer letter, dated August 28, 2023 (as amended on January 31, 2024), between the Company nor and Xxxxx Xxxxxx, (4) xxxxx or accelerate the Shareholders becomes a party to vesting of any equity-based awards or other compensation, (5) enter into any new, or amend any existing, employment, severance, change in control, retention, bonus guarantee, collective bargaining agreement or similar agreement or arrangement, (6) fund any rabbi trust or similar arrangement, (7) terminate the employment or services of any officer whose target annual compensation (that is, base salary or wages plus annual bonus or other short-term cash incentive compensation) is greater than $400,000, other than for cause, or (8) hire or promote any officer; (G) settle any claim, suit, action or proceeding, except involving monetary remedies in an agreement providing for amount not in excess of $100,000 individually or $500,000 in the acquisition aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries; (H) amend the certificate of incorporation or bylaws of the Company or any of its material Subsidiaries, other than with respect to the Company Sharescertificate of incorporation and bylaws of material Subsidiaries only, any amendment that does not have an adverse impact on the Purchasers or other amendments solely to effect ministerial changes to such documents of material Subsidiaries; (eI) merge or consolidate the Company does not form or any Subsidiary or acquire any equity interest or other interest of its “Significant Subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Exchange Act) with any other Entityperson, or restructure, reorganize or completely or partially liquidate or dissolve itself or any of its Significant Subsidiaries (other than mergers, consolidations, restructurings or reorganizations solely between or among its wholly-owned Subsidiaries); (fJ) make, change or revoke any material tax election, change a material annual tax accounting period, adopt or change any material tax accounting method, enter into any closing agreement with respect to a material amount of taxes, or settle any material tax claim, audit, assessment or dispute for an amount materially in excess of the amount reserved therefor, in each case, other than in the ordinary course of business; or (K) agree to take or make any commitment to take any of the actions prohibited by this Section 8. (iii) Notwithstanding anything to the contrary herein, nothing in this Agreement (including Section 8(a) and 8(b) hereunder) shall be deemed to restrict or prohibit the Company does not incur or assume any Liabilityof its Subsidiaries from (1) performing, except for current Liabilities incurred or agreeing to perform or making any commitment to perform any obligations to schools and similar organizations pursuant to contracts entered into in the ordinary course of business, (2) paying any professional fees and expenses otherwise payable at Closing, (3) entering into a stockholder rights agreement on the date hereof in substantially the form previously delivered to the Investor (the “Rights Agreement”) or performing any obligations thereunder, provided that the Purchasers agree and acknowledge that the Company does not make may at any payment time terminate, amend or modify the Rights Agreement or provide any exemptions or waivers thereto as it may deem appropriate in its sole discretion; (whether of interest, principal or otherwise4) with respect entering into an amendment to any indebtedness the employment agreement of the Company, including ’s Chief Executive Officer (the ISx Debt “Officer”) concurrently with the execution of this Agreement and in the predecessor to such ISx debt, excluding however ordinary course vendor and supplier financing as well as non-debt obligations pursuant to customer contracts and strategic partnerships, and excluding payments form previously provided to the Company's service providers incurred in connection with Investor; (5) awarding any discretionary bonus to which the Acquisition; (g) except as specifically set forth in Part 4.4(g) of the Company Disclosure Schedule, the Company does not establish or adopt any Benefit Plan, employment agreement, retention plan, change of control agreement or similar agreement or pay any bonus or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fees, fringe benefits or other compensation or remuneration payable to, any of its directors, officers, employees or independent contractors; provided, that, the annual base salary of employees (other than officers) of the Company may be increased in the ordinary course of business not more than once per employee in an amount not to exceed $7,500 per employee; and (h) neither the Company nor any Shareholder enters into any transaction or takes any other action that would reasonably be expected to constitute a Breach of any representation or warranty made by the Shareholders in this Agreement Officer is eligible as of the date hereof under the Incentive Agreement; and (6) performing its obligations under (a) the Credit Agreement, dated as of August 3, 2015, among the Company, certain of its Subsidiaries, Bank of America, N.A., as administrative agent and collateral agent, and the other financial institutions party thereto as lenders, and (b) any other Loan Document (as defined therein), in each case, as in effect on the date hereof (after giving effect to Amendment No. 12 to the Credit Agreement). (iv) Prior to Closing Datethe Company will provide to Investor copies of its Daily Cash Position Schedule(s) in the form provided to its lenders.

Conduct of Company Prior to Closing. The Shareholders shall use reasonable efforts to ensure, and shall use reasonable efforts to cause the Company to ensure, that, except with the consent of Purchaser, from From the date hereof through the Closing Effective Date: (a) , except as otherwise expressly permitted by this Agreement or as otherwise consented to by Parent, the Company conducts its operations shall (and the Holder shall cause the Company to) carry on the Company's business only in the ordinary course of business consistent with past practice, and in substantially the same manner as such operations have been conducted heretofore conducted. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement, prior to the date Closing, the Company will (and the Holder will cause the Company to): (i) use its best efforts to preserve intact its present corporate existence and business organization, pay and discharge all undisputed debt and liabilities as they become due, and operate in compliance with all applicable Laws, permits and licenses of this Agreementthe Company and Commitments of the Company (including those identified in the Schedules hereto); (bii) the Company shall use its commercially reasonable efforts consistent with past practices to (i) preserve intact maintain its current business organizationrelationships and goodwill with customers, (ii) keep available the services of its current officers and clients, suppliers, vendors, underwriters, employees, agents and others with whom it has business dealings; (iii) maintain its relations facilities, properties and good will with all suppliersassets in the same state of repair, customersorder and condition as they were on the date hereof, landlords, creditors, licensors, licensees, independent contractors normal wear and other Persons having business relationships with the Company and tear excepted; (iv) promptly repairkeep proper books of record and account, restore or replace any in which full and correct entries shall be made of all financial transactions and the respective assets that are destroyed or damaged; (c) to the extent requested by the Purchaser, the officers and businesses of the Company shall confer in accordance with the Purchaser concerning operational matters outside the ordinary course of business and the status of the Company, including its condition, assets, Liabilities, operations, financial performance and prospects; (d) the Purchaser is notified immediately of any inquiry, proposal or offer from any Person relating to an acquisition of the Company and neither the Company nor the Shareholders becomes a party to an agreement providing for the acquisition of the Company or the Company Shares; (e) the Company does not form any Subsidiary or acquire any equity interest or other interest in any other Entity; (f) the Company does not incur or assume any Liability, except for current Liabilities incurred in the ordinary course of businesspast accounting practices consistently applied, and the Company does not make any payment (whether of interestmaintain its books, principal or otherwise) with respect to any indebtedness of the Company, including the ISx Debt accounts and the predecessor to such ISx debt, excluding however ordinary course vendor and supplier financing as well as non-debt obligations pursuant to customer contracts and strategic partnerships, and excluding payments to the Company's service providers incurred in connection with the Acquisition; (g) except as specifically set forth in Part 4.4(g) of the Company Disclosure Schedule, the Company does not establish or adopt any Benefit Plan, employment agreement, retention plan, change of control agreement or similar agreement or pay any bonus or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fees, fringe benefits or other compensation or remuneration payable to, any of its directors, officers, employees or independent contractors; provided, that, the annual base salary of employees (other than officers) of the Company may be increased records in the ordinary course of business not more than once per employee consistent with past practice; (v) maintain in an amount not full force and effect all of its existing governmental licenses, franchises and permits and insurance policies and binders (or, with respect to exceed $7,500 per employeeinsurance policies and binders, in the event such policies and binders become unavailable for some reason such as the insolvency of the insurer, insurance policies and binders that have been issued on substantially the same terms and conditions as those policies set forth on Schedule 4.10, including without limitation, coverage amounts and deductibles); (vi) promptly advise Parent in writing of the threat or commencement against any of the Company and the Holder of any suit, claim or action of which it has Knowledge and which could have a Material Adverse Effect on the Company; and (hvii) neither promptly advise Parent in writing of any event or the Company nor existence of any Shareholder enters into any transaction fact which makes untrue, or takes any other action that would reasonably be expected to constitute a Breach will make untrue as of the Closing, any representation or warranty made by of either the Shareholders Company or any Holder set forth in this Agreement as or in any other Transaction Document and update any of the Closing DateSchedules with respect to any such event or fact; provided, however, that no disclosure or Schedule update by either the Company or any Holder pursuant to this Section 6.1(b)(vii) shall be deemed to amend or supplement this Agreement, to limit or otherwise affect the remedies available to Parent and/or Merger Sub hereunder, or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant by any of the Company and the Holder under this Agreement unless the Parent shall so agree in writing.