Common use of Conduct of Seller Clause in Contracts

Conduct of Seller. Without the prior written consent of Purchaser, between the date hereof and the Closing Date, Seller covenants and agrees that it shall: (a) not, except as required or permitted pursuant to the terms hereof, make any change in the operation of the Product Line or the Assets or enter into any transaction with respect to the Product Line other than in the Ordinary Course; (b) continue to operate the Product Line in the Ordinary Course consistent with past practice, provided, however, that Purchaser will not (i) acquire or dispose of, or grant a license with respect to any of the Assets, (ii) enter into, amend or terminate any other agreement affecting or relating to the Product Line or the Assets, (iii) make any capital expenditure, (iv) award any bonuses or salary increases, (v) pay any dividends or make any distributions to the holders of its capital stock, or (vi) act in any manner which would adversely affect its existing business relationships associated with the Product Line. (c) maintain the Assets in good operating condition and repair; (d) preserve, protect and promote the Product Line; (e) perform all obligations under the Contracts; (f) use its best efforts to retain its Employees and maintain its relationships with suppliers, customers and others having business relationships with it; (g) pay accounts payable and other obligations of the operation of the Product Line when they become due and payable in the Ordinary Course consistent with past practices; (h) comply promptly with all Legal Requirements applicable to it and the operation of the Product Line and with respect to the transactions contemplated by this Agreement, and cooperate promptly with, and furnish information to, Purchaser in connection with any such requirements imposed upon Seller, or upon any of its Affiliates, in connection therewith or herewith; (i) not sell, transfer, license, lease or otherwise dispose of, or suffer or cause the encumbrance by any Lien upon, any of the Assets or any interest therein, except for sales of Inventory in the Ordinary Course; (j) not terminate or modify, or commit or cause or suffer to be committed any act that will result in breach or violation of any term of or (with or without notice or passage of time, or both) constitute a default under or otherwise give any person a basis for non-performance under, any of the Contracts; (k) maintain adequate property damage, liability and other insurance in full force and effect and not do, permit or willingly allow to be done any act by which any of the insurance policies may be suspended, impaired or cancelled; (l) maintain in full force and effect, and comply with, all Permits; (m) not enter into or assume any contract, agreement, obligation or instrument relating to the Product Line or the Assets in an amount in excess of $10,000, or any sales orders with customers in excess of $100,000, or enter into or permit any material amendment, supplement, waiver or other modification in respect thereof; (n) not grant (or commit to grant) any increase in the compensation (including incentive or bonus compensation) of any Employee, or adopt or amend any Plan; (o) not take any action or omit to take any action which would result in a breach of any of the representations and warranties set forth in Section 3; (p) maintain the Inventory in such volume and quality as is consistent with the past practices of Seller in connection with the operation of the Product Line, provided, however, that during the period commencing on the date hereof and continuing through the Closing Date, Seller shall not ship any units of Products to customers, provided further, that this agreement shall not prohibit Seller from soliciting orders and accepting orders and otherwise operating in the Ordinary Course; (q) make any capital expenditure; (r) not cancel, compromise, release or discharge any claim of Seller upon any person or waive any right of Seller of material value, and not discharge any Lien (other than Permitted Liens) upon any of the Assets or pay or settle any debts; (s) pay any dividends or make any distributions to the holders of its capital stock; and (t) not institute, settle or agree to settle any Action before any Governmental Entity.

Conduct of Seller. Without the prior written consent of Purchaser, between the date hereof and the Closing Date, Seller covenants and agrees that it shall: (a) not, except as required or permitted pursuant to the terms hereofhereof and under the Reseller Agreement, make any change in the operation of the Product Line Business or the Assets or enter into any transaction with respect to the Product Line Business other than in the Ordinary Course; (b) except as required or permitted pursuant to the terms of the Reseller Agreement, continue to operate the Product Line Business in the Ordinary Course consistent with past practice, provided, however, that Purchaser will not (i) acquire or dispose of, or grant a license with respect to any of the Assets, (ii) enter into, amend or terminate any other agreement affecting or relating to the Product Line Business or the Assets, (iii) make any capital expenditureexpenditure related to the Business, (iv) award any bonuses or salary increases, increases (v) pay except for normal recurring bonus or salary increases to staff and any dividends or make any distributions to the holders of its capital stockexecutive officers), or (viv) act in any manner which would adversely affect its existing business relationships associated with the Product LineBusiness. (c) maintain the Assets in good operating condition and repair; (d) preserve, protect and promote the Product LineBusiness; (e) perform all obligations under the Contracts; (f) use its best efforts to retain its Employees and maintain its relationships with suppliers, customers and others having business relationships with it; (g) pay accounts payable and other obligations of the operation of the Product Line Business when they become due and payable in the Ordinary Course consistent with past practices; (h) comply promptly with all Legal Requirements applicable to it and the operation of the Product Line Business and with respect to the transactions contemplated by this Agreement, and cooperate promptly with, and furnish information to, Purchaser in connection with any such requirements imposed upon Seller, or upon any of its Affiliates, in connection therewith or herewith; (i) not sell, transfer, license, lease or otherwise dispose of, or suffer or cause the encumbrance by any Lien upon, any of the Assets or any interest therein, except for sales of Inventory in the Ordinary CourseCourse and as required or permitted under the Reseller Agreement; (j) not terminate or modify, or commit or cause or suffer to be committed any act that will result in breach or violation of any term of or (with or without notice or passage of time, or both) constitute a default under or otherwise give any person a basis for non-performance under, any of the Contracts; (k) maintain adequate property damage, liability and other insurance in full force and effect and not do, permit or willingly allow to be done any act by which any of the insurance policies may be suspended, impaired or cancelled; (l) maintain in full force and effect, and comply with, all Permits; (m) not enter into or assume any contract, agreement, obligation or instrument relating to the Product Line Business or the Assets in an amount in excess of $10,000, or any sales orders with customers in excess of $100,00050,000, or enter into or permit any material amendment, supplement, waiver or other modification in respect thereof; (n) not grant (or commit to grant) any increase in the compensation (including incentive or bonus compensation) of any EmployeeEmployee (except for bonuses to key employees (as identified in Schedule 6.11(a)(ii) if necessary to retain them as employees, as determined by Seller, or for normal recurring bonus or salary adjustments to staff and any executive officers), or adopt or amend any Plan; (o) not take any action or omit to take any action which would result in a breach of any of the representations and warranties set forth in Section 3; (p) maintain the Inventory in such volume and quality as is consistent with the past practices of Seller in connection with the operation of the Product Line, provided, however, that during the period commencing on the date hereof and continuing through the Closing Date, Seller shall not ship any units of Products to customers, provided further, that this agreement shall not prohibit Seller from soliciting orders and accepting orders and otherwise operating in the Ordinary CourseBusiness; (q) only as it relates directly to the Business, make any capital expenditure; (r) only as it relates directly to the Business, not cancel, compromise, release or discharge any claim of Seller upon any person or waive any right of Seller of material value, and not discharge any Lien (other than Permitted Liensthose listed and described on Schedule 3.6(a)) upon any of the Assets or pay or settle any debts; (s) only as it relates directly to the Business, pay any dividends or make any distributions to the holders of its capital stock; and (t) only as it relates directly to the Business, not institute, settle or agree to settle any Action before any Governmental Entity.

Conduct of Seller. Without From the date hereof until the Effective Time, except with the prior written consent of PurchaserBuyer, between Seller and its Subsidiaries will conduct their business in the ordinary course consistent with past practice, including payment of accounts payable and collection of accounts receivable, and will use their reasonable best efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and employees. Without limiting the generality of the foregoing, from the date hereof and until the Closing DateEffective Time, except in the ordinary course consistent with past practice or as consented to by Buyer in writing, Seller covenants will not, and agrees that it shallwill not permit any of its Subsidiaries to: (a) not, except as required adopt or permitted pursuant to the terms hereof, make propose any change changes in the operation of the Product Line their respective charter documents or the Assets or enter into any transaction with respect to the Product Line other than in the Ordinary Coursebylaws; (b) continue merge or consolidate with any other Person or acquire a material amount of assets or any capital stock or other securities of any other Person; (c) sell, lease, license or otherwise dispose of any material assets or property except pursuant to operate existing Contracts; (d) take any action that would make any representation or warranty of Seller hereunder inaccurate at the Product Line in the Ordinary Course consistent with past practiceEffective Time; (e) enter into any licensing agreement, provided, however, that Purchaser will not (i) acquire private label arrangement or dispose of, understanding or grant a license other similar arrangement with respect to any of the AssetsSeller's or any Subsidiary's Intellectual Property; (i) grant any severance or termination pay to any current or former employee, officer or director of Seller or any of its Subsidiaries, (ii) enter into, amend increase benefits payable under any existing severance or terminate any other agreement affecting termination pay policies or relating to the Product Line or the Assetsemployment Contract, (iii) make enter into any capital expenditureemployment, deferred compensation or other similar Contract (or any amendment to any such existing Contract) with any current or former director, officer or employee of Seller or any of its Subsidiaries, (iv) award establish, adopt or amend (except as required by applicable law) any bonuses collective bargaining, bonus, profit sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or salary increasesother benefit plan or arrangement covering any current or former director, officer or employee of Seller or any of its Subsidiaries, or (v) increase compensation, bonus or other benefits payable to any current or former director, officer or employee of Seller or any of its Subsidiaries; (g) issue any additional shares of capital stock, or issue, sell or grant any option or right to acquire or otherwise dispose of or commit to dispose of any of its authorized but unissued capital stock or other corporate securities, except upon exercise of warrants and other rights currently outstanding and set forth on SCHEDULE 2.2; (h) declare or pay any dividends or make any distributions to the holders of other distribution in cash or property on its capital stock, stock or (vi) act in any manner which would adversely affect its existing business relationships associated with the Product Line. (c) maintain the Assets in good operating condition and repair; (d) preserve, protect and promote the Product Line; (e) perform all obligations under the Contracts; (f) use its best efforts to retain its Employees and maintain its relationships with suppliers, customers and others having business relationships with it; (g) pay accounts payable and other obligations of the operation of the Product Line when they become due and payable in the Ordinary Course consistent with past practices; (h) comply promptly with all Legal Requirements applicable to it and the operation of the Product Line and with respect to the transactions contemplated by this Agreement, and cooperate promptly with, and furnish information to, Purchaser in connection with any such requirements imposed upon Seller, or upon any of its Affiliates, in connection therewith or herewithequity interests; (i) not sell, transfer, license, lease repurchase or otherwise dispose of, redeem any shares of its capital stock or suffer or cause the encumbrance by any Lien upon, any of the Assets or any interest therein, except for sales of Inventory in the Ordinary Courseother equity interests; (j) not terminate grant any kind of Encumbrance with respect to any material part of its assets, real or modifypersonal, tangible or commit or cause or suffer to be committed any act that will result in breach or violation of any term of or (with or without notice or passage of time, or both) constitute a default under or otherwise give any person a basis for non-performance under, any of the Contractsintangible; (k) maintain adequate property damageamend any Tax Return, liability and other insurance in full force and effect and not do, permit or willingly allow to be done make or change any act by which Tax election or take any of the insurance policies may be suspended, impaired or cancelled;Tax reporting position; or (l) maintain in full force and effect, and comply with, all Permits; (m) not enter into or assume any contract, agreement, obligation or instrument relating to the Product Line or the Assets in an amount in excess of $10,000, or any sales orders with customers in excess of $100,000, or enter into or permit any material amendment, supplement, waiver or other modification in respect thereof; (n) not grant (agree or commit to grant) any increase in the compensation (including incentive or bonus compensation) of any Employee, or adopt or amend any Plan; (o) not take any action or omit to take any action which would result in a breach of do any of the representations and warranties set forth in Section 3; (p) maintain the Inventory in such volume and quality as is consistent with the past practices of Seller in connection with the operation of the Product Line, provided, however, that during the period commencing on the date hereof and continuing through the Closing Date, Seller shall not ship any units of Products to customers, provided further, that this agreement shall not prohibit Seller from soliciting orders and accepting orders and otherwise operating in the Ordinary Course; (q) make any capital expenditure; (r) not cancel, compromise, release or discharge any claim of Seller upon any person or waive any right of Seller of material value, and not discharge any Lien (other than Permitted Liens) upon any of the Assets or pay or settle any debts; (s) pay any dividends or make any distributions to the holders of its capital stock; and (t) not institute, settle or agree to settle any Action before any Governmental Entityforegoing.

Conduct of Seller. Without During the period from the date of this Agreement to the earlier of the Closing and the termination of this Agreement in accordance with its terms, except (w) as otherwise required by applicable Law, (x) as part of any COVID-19 Measures taken by Seller in connection with Seller’s operation of the Business, (y) as disclosed on Schedule 5.1 or as otherwise expressly contemplated by this Agreement or any other Transaction Document, (z) pursuant to Section 5.6(a) or (zz) with the prior written consent of PurchaserPurchaser (which consent shall not be unreasonably withheld, between the date hereof conditioned or delayed with respect to Sections 5.1(b)(iv), 5.1(b)(v), 5.1(b)(xi), 5.1(b)(xiii), 5.1(b)(xiv), 5.1(b)(xvi) and 5.1(b)(xvii)), each of Seller and the Closing Date, Seller covenants and Company agrees that it shallthat: (a) it shall use commercially reasonable efforts to conduct the Business in the ordinary course and in compliance with applicable Laws; and (b) without limiting the generality of the foregoing clause (a), it shall not, except as required or permitted pursuant and shall cause its controlled Affiliates not to the terms hereof, make any change (in the operation case of the Product Line or the Assets or enter into any transaction Seller, solely with respect to the Product Line other than in Company, the Ordinary Course; (b) continue to operate Business, the Product Line in the Ordinary Course consistent with past practice, provided, however, that Purchaser will not (i) acquire or dispose of, or grant a license with respect to any of the Assets, (ii) enter into, amend or terminate any other agreement affecting or relating to the Product Line or the Assets, (iii) make any capital expenditure, (iv) award any bonuses or salary increases, (v) pay any dividends or make any distributions to the holders of its capital stock, or (vi) act in any manner which would adversely affect its existing business relationships associated with the Product Line. (c) maintain the Transferred Assets in good operating condition and repair; (d) preserve, protect and promote the Product Line; (e) perform all obligations under the Contracts; (f) use its best efforts to retain its Employees and maintain its relationships with suppliers, customers and others having business relationships with it; (g) pay accounts payable and other obligations of the operation of the Product Line when they become due and payable in the Ordinary Course consistent with past practices; (h) comply promptly with all Legal Requirements applicable to it and the operation of the Product Line and with respect to the transactions contemplated by this Agreement, and cooperate promptly with, and furnish information to, Purchaser in connection with any such requirements imposed upon Seller, or upon any of its Affiliates, in connection therewith or herewith;Transferred Liabilities): (i) not sellamend, transferrestate, license, lease supplement or otherwise dispose of, modify the certificate of formation or suffer limited liability company agreement or cause the encumbrance by any Lien upon, any other organizational documents of the Assets or any interest therein, except for sales of Inventory in the Ordinary CourseCompany; (jii) not terminate issue, sell, pledge or modify, or commit or cause or suffer to be committed transfer any act that will result Capital Interest in breach or violation of any term of or (with or without notice or passage of time, or both) constitute a default under or otherwise give any person a basis for non-performance under, any of the ContractsCompany; (kiii) maintain adequate property damage, liability and other insurance in full force and effect and not do, permit establish or willingly allow to be done acquire any act by which any Subsidiary of the insurance policies may be suspended, impaired or cancelledCompany; (liv) maintain in full force and effectmake any acquisition, and comply withdirectly or indirectly, all Permits; (m) not enter into of any assets or assume any contract, agreement, obligation or instrument relating to the Product Line or the Assets in an amount properties with a value in excess of $10,000150,000 individually or $1,500,000 in the aggregate; (v) sell, lease, transfer or otherwise dispose of any sales orders with customers of the Transferred Assets having a value in excess of $100,000, 50,000 individually or $100,000 in the aggregate; (vi) initiate any new business lines that are materially different from the Business as it is conducted or contemplated to be conducted as of the date hereof; (vii) enter into or permit adopt any material amendmentplan or agreement of complete or partial liquidation, supplementrestructuring, waiver recapitalization or dissolution, or file a voluntary petition in bankruptcy or commence a voluntary legal procedure for reorganization or bankruptcy or other modification similar applicable Law now or hereafter in respect thereofeffect; (nviii) not grant (split, combine or commit reclassify the outstanding Units nor enter into any agreement with respect to grant) any increase in the compensation (including incentive or bonus compensation) of any Employee, or adopt or amend any Plan; (o) not take any action or omit to take any action which would result in a breach voting of any of the representations and warranties set forth in Section 3Units; (pix) maintain the Inventory declare, set aside or pay any dividend or other distribution, payable in such volume and quality as is consistent with the past practices of Seller cash, stock, property, or otherwise, in connection with the operation respect of the Product Line, provided, however, that during the period commencing on the date hereof and continuing through the Closing Date, Seller shall not ship any units of Products to customers, provided further, that this agreement shall not prohibit Seller from soliciting orders and accepting orders and otherwise operating in the Ordinary CourseUnits; (qx) incur any Indebtedness or issue any debt securities or warrants or other rights to acquire debt securities of the Company or assume, guarantee or endorse, as an accommodation or otherwise the obligations of any other Person for Indebtedness or capital obligations; (xi) (A) agree to make any capital expenditureexpenditures related to the Business or in or on the Facility which would commit the Company to make any payments following the Closing or (B) spend or commit to be spent any portion of the Refurbishment Allowance (as defined in the Facility Lease) or TI Allowance (as defined in the Facility Lease); (rxii) not cancelincur, compromise, release create or discharge any claim of Seller upon any person or waive any right of Seller of material value, and not discharge assume any Lien (other than Permitted Liens) upon with respect to any of Transferred Asset, other than those Liens that will be discharged at or prior to the Assets or pay or settle any debtsClosing; (sxiii) pay enter into, amend or otherwise modify in any dividends material respect, waive any material term of, or voluntarily terminate any Material Contract, except for renewals, extensions and other amendments or modifications in the ordinary course of business and expirations in accordance with the terms of such Material Contract; (xiv) terminate, cancel, amend in any material respect, waive any material term of, or voluntarily fail to maintain, renew or comply with the terms of any material Permit held by the Company that is necessary to operate the Business as currently conducted and as contemplated to be conducted immediately following the Closing; (xv) make any distributions to material loan, advance, capital contribution to, or investment in, any Person other than loans, advances or capital contributions to, or investments in the holders ordinary course of its capital stock; andbusiness; (txvi) not institute(A) grant any severance or termination pay or retention bonus or change in control bonus, in each case, to any Transferred Employee who has an annual base salary in excess of $150,000, (B) enter into any collective bargaining agreement covering any Transferred Employees or independent contractors, or (C) amend any Business Benefit Plan or adopt a plan that would be a Business Benefit Plan in each case in a manner that disproportionately affects Transferred Employees; (A) hire or terminate (other than for cause) the employment of any Transferred Employee who has an annual base salary in excess of $150,000 or (B) adopt, enter into or materially amend any individual employment agreement for a Transferred Employee; (xviii) make, change or revoke any Tax election; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; change any annual Tax accounting period or any method of Tax accounting; file any amended Tax Return or any Tax Return with a due date (including extensions) after the Closing Date; surrender any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (xix) waive, release, assign, compromise, commence, settle or agree to settle any Action before directly related to the Business; or (xx) authorize, agree or commit to do any Governmental Entityof the foregoing.

Conduct of Seller. Without Except (i) as may be approved in advance by BUYER in writing, or (ii) as is otherwise required by this Agreement, during the prior written consent of Purchaser, between period from the date hereof and of this Agreement until the earlier of (x) the Closing Date, Seller covenants and agrees that it shall: (ay) notthe date this Agreement is terminated in accordance with its terms: (A) SELLER shall use commercially reasonable efforts to maintain the Premises (including, except as required or permitted pursuant without limitation, pumps, culverts, canals, ditches and other irrigation and drainage infrastructure) according to the terms hereof, make any change in the operation ordinary course of the Product Line or the Assets or enter into any transaction with respect to the Product Line other than in the Ordinary Course; (b) continue to operate the Product Line in the Ordinary Course business consistent with past practicepractices, (B) to the extent that Closing has not yet occurred, commence and continue through Closing the applicable sugar and citrus farming operations, all as and to the extent applicable and typically performed by SELLER in the ordinary course of business consistent with past practices and (C) in addition to, and not in limitation of the covenants set forth in the foregoing clauses (A)-(B) of this paragraph, none of SELLER shall, directly or indirectly, do any of the following: i. Sell or otherwise dispose of any of the Premises or incur or assume any new indebtedness that would affect the Premises (except SELLER may encumber the crops); provided, however that SELLER may refinance, amend or modify any existing indebtedness prior to the Closing, it being agreed that this Agreement is subject and subordinate to any existing indebtedness and any renewals, extensions, modifications and replacements thereof, all of which may be made to obtain Lender Approval in order for this transaction to be consummated or otherwise (so long as the original outstanding amount of such indebtedness is not increased) ; it being agreed that in no event shall the terms of this subsection be construed to require BUYER to consummate the Closing without the release of the mortgage(s) from the Premises; ii. fail to renew, maintain in full force and effect or comply with any material Required Governmental Approvals related to the Premises of any SELLER (provided, that in no event shall the foregoing be deemed to require SELLER to perform any actions or expend any money in excess of what SELLER has customarily performed or expended in SELLER’s ordinary course of business consistent with past practices), provided, however, that Purchaser will not in no event shall the foregoing be deemed to impair or limit BUYER’s regulatory rights to enforce the conditions of any Governmental Approval that BUYER has issued; iii. fail to promptly and timely pay and discharge all federal income taxes, real property taxes and assessments (i) acquire provided that SELLER shall retain the right to challenge or dispose ofappeal such taxes and assessments), levied or imposed upon, or grant a license required to be withheld by, or otherwise owing by, any of SELLER or with respect to any of the Assets, Premises; iv. fail to comply with all applicable Laws (other than Required Governmental Approvals which is governed by subsection ii. above) enter into, amend or terminate any other agreement affecting or relating with respect to the Product Line ownership or the Assets, (iii) make any capital expenditure, (iv) award any bonuses or salary increases, (v) pay any dividends or make any distributions to the holders of its capital stock, or (vi) act in any manner which would adversely affect its existing business relationships associated with the Product Line. (c) maintain the Assets in good operating condition and repair; (d) preserve, protect and promote the Product Line; (e) perform all obligations under the Contracts; (f) use its best efforts to retain its Employees and maintain its relationships with suppliers, customers and others having business relationships with it; (g) pay accounts payable and other obligations of the operation of the Product Line when they become due and payable Premises, to the extent SELLER has complied with the same in the Ordinary Course ordinary course of business consistent with past practices; (h) comply promptly with all Legal Requirements applicable to it and the operation of the Product Line and with respect to the transactions contemplated by this Agreement, and cooperate promptly with, and furnish information to, Purchaser in connection with any such requirements imposed upon Seller, or upon any of its Affiliates, in connection therewith or herewith; (i) not sell, transfer, license, lease or otherwise dispose of, or suffer or cause the encumbrance by any Lien upon, any of the Assets or any interest therein, except for sales of Inventory in the Ordinary Course; (j) not terminate or modify, or commit or cause or suffer to be committed any act that will result in breach or violation of any term of or (with or without notice or passage of time, or both) constitute a default under or otherwise give any person a basis for non-performance under, any of the Contracts; (k) maintain adequate property damage, liability and other insurance in full force and effect and not do, permit or willingly allow to be done any act by which any of the insurance policies may be suspended, impaired or cancelled; (l) maintain in full force and effect, and comply with, all Permits; (m) not enter into or assume any contract, agreement, obligation or instrument relating to the Product Line or the Assets in an amount in excess of $10,000, or any sales orders with customers in excess of $100,000, or enter into or permit any material amendment, supplement, waiver or other modification in respect thereof; (n) not grant (or commit to grant) any increase in the compensation (including incentive or bonus compensation) of any Employee, or adopt or amend any Plan; (o) not take any action or omit to take any action which would result in a breach of any of the representations and warranties set forth in Section 3; (p) maintain the Inventory in such volume and quality as is consistent with the past practices of Seller in connection with the operation of the Product Line, provided, however, that during in no event shall the period commencing on foregoing be deemed to impair or limit BUYER’s regulatory rights to enforce the date hereof conditions of any Governmental Approval that BUYER has issued; and v. fail to maintain and continuing through continue in full force and effect the Closing DateInsurance Policies or substantially equivalent policies, Seller shall not ship make any units of Products to customers, provided further, that this agreement shall not prohibit Seller from soliciting orders and accepting orders and otherwise operating material adverse changes in the Ordinary Course; (q) make any capital expenditure; (r) not cancel, compromise, release type or discharge any claim amount of Seller upon any person coverages or waive any right of Seller of material value, and not discharge any Lien (other than Permitted Liens) upon permit any of the Assets Insurance Policies or pay substantially equivalent policies to be canceled or settle any debts; (s) pay any dividends or make any distributions terminated. Notwithstanding anything contained to the holders contrary in this Section 19(m) or otherwise in the Agreement, in no event shall SELLER have any contractual obligation or liability to BUYER under this Agreement to perform any work or expend any money in connection with any matters disclosed by that certain Initial Assessment Report for Facilities in Crop Areas prepared for BUYER by Xxxx Environmental, Inc. dated September 26, 2008 or otherwise; it being understood and agreed that from and after the Effective Date through Closing, SELLER shall perform its customary maintenance of the Premises, consistent with past practices, as SELLER reasonably determines is necessary for the continued operation of the Premises in connection with its capital stock; and (t) not institutefarming operations. Provided, settle however, that in no event shall the foregoing be deemed to impair or agree limit BUYER’s regulatory rights to settle any Action before enforce the conditions of any Governmental EntityApproval that BUYER has issued.

Conduct of Seller. Without Except (i) as may be approved in advance by BUYER in writing, or (ii) as is otherwise required by this Agreement, during the prior written consent of Purchaser, between period from the date hereof and of this Agreement until the earlier of (x) the Closing Date, Seller covenants and agrees that it shall: (ay) notthe date this Agreement is terminated in accordance with its terms: (A) SELLER shall use commercially reasonable efforts to maintain the Premises (including, except as required or permitted pursuant without limitation, pumps, culverts, canals, ditches and other irrigation and drainage infrastructure) according to the terms hereof, make any change in the operation ordinary course of the Product Line or the Assets or enter into any transaction with respect to the Product Line other than in the Ordinary Course; (b) continue to operate the Product Line in the Ordinary Course business consistent with past practicepractices, (B) to the extent that Closing has not yet occurred, commence and continue through Closing the applicable sugar and citrus farming operations, all as and to the extent applicable and typically performed by SELLER in the ordinary course of business consistent with past practices and (C) in addition to, and not in limitation of the covenants set forth in the foregoing clauses (A)-(B) of this paragraph, none of SELLER shall, directly or indirectly, do any of the following: i. Sell or otherwise dispose of any of the Premises or incur or assume any new indebtedness that would affect the Premises (except SELLER may encumber the crops); provided, however that SELLER may refinance any existing indebtedness, so long as the same is discharged at Closing; ii. fail to renew, maintain in full force and effect or comply with any material Required Governmental Approvals related to the Premises of any SELLER (provided, that in no event shall the foregoing be deemed to require SELLER to perform any actions or expend any money in excess of what SELLER has customarily performed or expended in SELLER’s ordinary course of business consistent with past practices), provided, however, that Purchaser will not in no event shall the foregoing be deemed to impair or limit BUYER’s regulatory rights to enforce the conditions of any Governmental Approval that BUYER has issued; iii. fail to promptly and timely pay and discharge all federal income taxes, real property taxes and assessments (i) acquire provided that SELLER shall retain the right to challenge or dispose ofappeal such taxes and assessments), levied or imposed upon, or grant a license required to be withheld by, or otherwise owing by, any of SELLER or with respect to any of the Assets, Premises; iv. fail to comply with all applicable Laws (other than Required Governmental Approvals which is governed by subsection ii. above) enter into, amend or terminate any other agreement affecting or relating with respect to the Product Line ownership or the Assets, (iii) make any capital expenditure, (iv) award any bonuses or salary increases, (v) pay any dividends or make any distributions to the holders of its capital stock, or (vi) act in any manner which would adversely affect its existing business relationships associated with the Product Line. (c) maintain the Assets in good operating condition and repair; (d) preserve, protect and promote the Product Line; (e) perform all obligations under the Contracts; (f) use its best efforts to retain its Employees and maintain its relationships with suppliers, customers and others having business relationships with it; (g) pay accounts payable and other obligations of the operation of the Product Line when they become due and payable Premises, to the extent SELLER has complied with the same in the Ordinary Course ordinary course of business consistent with past practices; (h) comply promptly with all Legal Requirements applicable to it and the operation of the Product Line and with respect to the transactions contemplated by this Agreement, and cooperate promptly with, and furnish information to, Purchaser in connection with any such requirements imposed upon Seller, or upon any of its Affiliates, in connection therewith or herewith; (i) not sell, transfer, license, lease or otherwise dispose of, or suffer or cause the encumbrance by any Lien upon, any of the Assets or any interest therein, except for sales of Inventory in the Ordinary Course; (j) not terminate or modify, or commit or cause or suffer to be committed any act that will result in breach or violation of any term of or (with or without notice or passage of time, or both) constitute a default under or otherwise give any person a basis for non-performance under, any of the Contracts; (k) maintain adequate property damage, liability and other insurance in full force and effect and not do, permit or willingly allow to be done any act by which any of the insurance policies may be suspended, impaired or cancelled; (l) maintain in full force and effect, and comply with, all Permits; (m) not enter into or assume any contract, agreement, obligation or instrument relating to the Product Line or the Assets in an amount in excess of $10,000, or any sales orders with customers in excess of $100,000, or enter into or permit any material amendment, supplement, waiver or other modification in respect thereof; (n) not grant (or commit to grant) any increase in the compensation (including incentive or bonus compensation) of any Employee, or adopt or amend any Plan; (o) not take any action or omit to take any action which would result in a breach of any of the representations and warranties set forth in Section 3; (p) maintain the Inventory in such volume and quality as is consistent with the past practices of Seller in connection with the operation of the Product Line, provided, however, that during in no event shall the period commencing on foregoing be deemed to impair or limit BUYER’s regulatory rights to enforce the date hereof conditions of any Governmental Approval that BUYER has issued; and v. fail to maintain and continuing through continue in full force and effect the Closing DateInsurance Policies or substantially equivalent policies, Seller shall not ship make any units of Products to customers, provided further, that this agreement shall not prohibit Seller from soliciting orders and accepting orders and otherwise operating material adverse changes in the Ordinary Course; (q) make any capital expenditure; (r) not cancel, compromise, release type or discharge any claim amount of Seller upon any person coverages or waive any right of Seller of material value, and not discharge any Lien (other than Permitted Liens) upon permit any of the Assets Insurance Policies or pay substantially equivalent policies to be canceled or settle any debts; (s) pay any dividends or make any distributions terminated. Notwithstanding anything contained to the holders contrary in this Section 19(m) or otherwise in the Agreement, in no event shall SELLER have any contractual obligation or liability to BUYER under this Agreement to perform any work or expend any money in connection with any matters disclosed by that certain Initial Assessment Report for Facilities in Crop Areas prepared for BUYER by Shaw Environmental, Inc. dated September 26, 2008 or otherwise; it being understood and agreed that from and after the Effective Date through Closing, SELLER shall perform its customary maintenance of the Premises, consistent with past practices, as SELLER reasonably determines is necessary for the continued operation of the Premises in connection with its capital stock; and (t) not institutefarming operations. Provided, settle however, that in no event shall the foregoing be deemed to impair or agree limit BUYER’s regulatory rights to settle any Action before enforce the conditions of any Governmental EntityApproval that BUYER has issued.

Conduct of Seller. Without the prior written consent of Purchaser, between the date hereof and the Closing Date, Seller covenants and agrees that it shall: (a) not, except as required or permitted pursuant to the terms hereof, make any change in the operation conduct of the Product Line Business or the Assets or enter into any transaction with respect to the Product Line Business other than in the Ordinary Course; (b) continue to operate conduct the Product Line Business in the Ordinary Course consistent with past practice, provided, however, that Purchaser will not (i) acquire or dispose of, or grant a license with respect to any of the Assets, (ii) enter into, amend or terminate any other agreement affecting or relating to the Product Line or the Assets, (iii) make any capital expenditure, (iv) award any bonuses or salary increases, (v) pay any dividends or make any distributions to the holders of its capital stock, or (vi) act in any manner which would adversely affect its existing business relationships associated with the Product Line.; (c) maintain the Assets in good the same operating condition and repairrepair as on the date hereof, reasonable wear and tear excepted; (d) preserve, protect and promote the Product LineBusiness; (e) perform all obligations under the ContractsContracts required to be performed by Seller on or prior to the Closing Date; (f) use its best efforts to retain its Employees and maintain its relationships with suppliers, customers and others having business relationships with it; (g) pay accounts payable and other obligations of the operation of the Product Line Business when they become due and payable in the Ordinary Course consistent with past practices; (h) comply promptly with all Legal Requirements applicable to it and the operation of the Product Line Business and with respect to the transactions contemplated by this Agreement, except where such compliance would not have a material adverse effect on the Business or the transactions contemplated by this Agreement, and cooperate promptly with, and furnish information to, Purchaser in connection with any such requirements imposed upon Seller, or upon any of its Affiliates, in connection therewith or herewith; (i) not sell, transfer, license, lease or otherwise dispose of, or suffer or cause the encumbrance by any Lien upon, any of the Assets or any interest therein, except for sales of Inventory in the Ordinary Course; (j) not terminate or modify, or commit or cause or suffer to be committed any act that will result in breach or violation of any term of or (with or without notice or passage of time, or both) constitute a default under or otherwise give any person a basis for non-performance under, any of the Contracts; (k) maintain adequate property damage, liability and other insurance in full force and effect and not do, permit or willingly allow to be done any act by which any of the insurance policies may be suspended, impaired or cancelled; (l) maintain in full force and effect, and comply with, all Permits; (m) not enter into or assume any contract, agreement, obligation or instrument relating to the Product Line Business or the Assets in an amount in excess of $10,000, or any sales orders with customers in excess of $100,000, or enter into or permit any material amendment, supplement, waiver or other modification in respect thereof; (n) not grant (or commit to grant) any increase in the compensation (including incentive or bonus compensation) of any Employee, or adopt or amend any Plan; (o) not take any action or omit to take any action which would result in a breach of any of the representations and any warranties set forth in Section 3; (p) maintain the Inventory in such volume and quality as is consistent with the past practices of Seller in connection with the operation of the Product Line, provided, however, that during the period commencing on the date hereof and continuing through the Closing Date, Seller shall not ship any units of Products to customers, provided further, that this agreement shall not prohibit Seller from soliciting orders and accepting orders and otherwise operating in the Ordinary CourseBusiness; (q) make any capital expenditureexpenditure for fixed assets other than in the ordinary course of Seller's business not in excess of $5,000 in the aggregate; (r) not cancel, compromise, release or discharge any claim of Seller upon any person or waive any right of Seller of material value, and not discharge any Lien (other than Permitted Liens) upon any of the Assets or pay or settle any debts; (s) pay any dividends or make any distributions to the holders of its capital stock; and (t) not institute, settle or agree to settle any Action before any Governmental Entity.

Conduct of Seller. Without Pending the prior written consent of Purchaser, between the date hereof Closing and the Closing DateVacuum Truck Closing. Except as otherwise required by, or agreed in, this Agreement, from and after the execution of this Agreement and until the Closing, or, in the case of the Vacuum Trucks, until the Vacuum Truck Closing, Seller covenants and agrees that it shallto: (a) notmaintain all Assets in such manner that at the Closing, or, in the case of the Vacuum Trucks, at the Vacuum Truck Closing, they will be in substantially the same condition and repair as on the date of the execution of the Agreement, subject only to ordinary wear and tear; (b) except as required in the ordinary course of business, not (i) enter into any (A) Contracts, Work Orders or permitted pursuant other agreements relating to the terms hereofWSB or (B) other agreements relating to the WSB for consideration in excess of $25,000, or (ii) make any change sales, assignments, trades or transfers of or encumber all or any part of the Assets; (c) use reasonable efforts to continue to employ the present employees engaged in the operation of the Product Line or WSB and preserve the Assets or enter into any transaction with respect to present business organization and customer relations of the Product Line other than in the Ordinary Course; (b) continue to operate the Product Line in the Ordinary Course consistent with past practice, WSB; provided, however, that Purchaser will not Seller (i) acquire may hire or dispose offire employees in the ordinary course of business, or grant a license consistent with respect to any of the Assetspast practices, (ii) enter into, amend or may terminate any other agreement affecting or relating to contract which is not included in the Product Line or the Assets, Assets and (iii) shall not be required to make any capital expenditureexpenditures out of the ordinary course of business in order to comply with the covenants set forth in this Section 6.01(c); provided, (iv) award any bonuses or salary increasesfurther, (v) pay any dividends or make any distributions that this paragraph shall not apply to the holders of its capital stock, or (vi) act in any manner which would adversely affect its existing business relationships associated with the Product Line. (c) maintain the Assets in good operating condition and repairWSB employees not being retained by Buyer as contemplated by this Agreement; (d) preservein a timely manner make all payments due under and otherwise perform in all material respects all its other obligations under the Contracts, protect the Work Orders and promote other agreements relating to the Product LineWSB in accordance with their respective terms and not cancel, amend, modify, abandon, extend or renew any of the same, or permit any of the same to lapse (except in accordance with their terms); (e) perform all obligations under the Contracts; (f) use its best efforts to retain its Employees and maintain its relationships with suppliers, customers and others having business relationships with it; (g) pay accounts payable and other obligations of the operation of the Product Line when they become due and payable in the Ordinary Course consistent with past practices; (h) comply promptly with all Legal Requirements applicable to it and the operation of the Product Line and with respect to the transactions contemplated by this Agreement, and cooperate promptly with, and furnish information to, Purchaser in connection with any such requirements imposed upon Seller, or upon any of its Affiliates, in connection therewith or herewith; (i) not sell, transfer, license, lease or otherwise dispose of, or suffer or cause the encumbrance by any Lien upon, any of the Assets or any interest therein, except for sales of Inventory in the Ordinary Course; (j) not terminate or modify, or commit or cause or suffer to be committed any act that will result in breach or violation of any term of or (with or without notice or passage of time, or both) constitute a default under or otherwise give any person a basis for non-performance under, any of the Contracts; (k) maintain adequate property damage, liability and other insurance in full force and effect and not do, permit or willingly allow to be done any act by which any of the insurance policies may be suspended, impaired or cancelled; (l) maintain in full force and effect, and comply with, effect all Permitsof the insurance set forth on Schedule 4.09; (mf) not enter into or assume any contract, agreement, obligation or instrument relating comply in all material respects with and fulfill its obligations and responsibilities under all legal requirements applicable to the Product Line Assets or the Assets their ownership, use or operation, including, but not limited to, preparation and submittal of any and all reports required by any governmental entities in an amount in excess of $10,000, or any sales orders with customers in excess of $100,000, or enter into or permit any material amendment, supplement, waiver or other modification in respect thereofconnection therewith; (ng) not grant (or commit to grant) any increase in the compensation (including incentive or bonus compensation) promptly notify Buyer of any Employeeactions, claims or adopt proceedings commenced or, to the knowledge of Seller, threatened against Seller or amend any Plan; (o) not take any action Parent that affects the WSB or omit to take any action which would result in a breach of any of the representations and warranties set forth in Section 3; (p) maintain the Inventory in such volume and quality as is consistent with the past practices of Seller in connection with the operation of the Product Line, provided, however, that during the period commencing on the date hereof and continuing through the Closing Date, Seller shall not ship any units of Products to customers, provided further, that this agreement shall not prohibit Seller from soliciting orders and accepting orders and otherwise operating in the Ordinary Course; (q) make any capital expenditure; (r) not cancel, compromise, release or discharge any claim of Seller upon any person or waive any right of Seller of material value, and not discharge any Lien (other than Permitted Liens) upon any of the Assets or pay or settle any debtsafter the date of this Agreement; (sh) pay any dividends or make any distributions operate its business only in the usual, regular, and ordinary manner so as to maintain the goodwill it now enjoys and, to the holders extent consistent with such operation, preserve intact its present business organization, keep available the services of its present officers and employees, and preserve its relationship with customer, suppliers, jobbers, distributors and others having business dealing with it; (i) maintain its books of account and records in the usual, regular, and ordinary manner, in accordance with its customary accounting principles applied on a consistent basis; (j) not amend its charter documents, or merge or consolidate with or into any person, change in any manner the rights of its capital stock; and (t) not institute, settle stock or agree to settle any Action before any Governmental Entity.the character of its business;

Conduct of Seller. Without the prior written consent of Purchaser, between the date hereof and the Closing Date, Seller covenants and agrees that it shall: (a) Except as expressly provided in this Agreement or the other Transaction Documents or as disclosed in Schedule 6.1 of the Seller Disclosure Letter or as may be necessary to comply with applicable Laws, from the Agreement Date until the earlier of the Closing Date or the valid termination of this Agreement pursuant to Article 10 (the “Pre-Closing Period”), unless otherwise approved in writing (email being sufficient) by Buyer (such approval not to be unreasonably withheld, conditioned or delayed), (x) Seller shall, and Seller shall cause the Other Sellers, as applicable to, (A) continue to operate and conduct the Business in the ordinary course of business or (B) use commercially reasonable efforts to keep available the services of the Business Employees and preserve its current relationships with customers, suppliers and other Persons with which it has significant business relations in respect of the Business and (y) Seller shall not, except as required or permitted pursuant to and Seller shall cause the terms hereofOther Sellers not to, make take any change in the operation of the Product Line or the Assets or enter into any transaction following actions with respect to the Product Line other than in Purchased Assets, the Ordinary Course;Assumed Liabilities or the Business: (b) continue to operate the Product Line in the Ordinary Course consistent with past practice, provided, however, that Purchaser will not (i) acquire transfer, sell, lease, sublease, license or otherwise convey or dispose of, abandon or grant a license with respect allow to any of lapse (other than at the Assets, (ii) enter into, amend or terminate any other agreement affecting or relating to the Product Line or the Assets, (iii) make any capital expenditure, (iv) award any bonuses or salary increases, (v) pay any dividends or make any distributions to the holders of expiration by its capital stocknon-extendable and non-renewable term), or (vi) act in any manner which would adversely affect its existing business relationships associated with the Product Line. (c) maintain the Assets in good operating condition and repair; (d) preserve, protect and promote the Product Line; (e) perform all obligations under the Contracts; (f) use its best efforts subject to retain its Employees and maintain its relationships with suppliers, customers and others having business relationships with it; (g) pay accounts payable and other obligations of the operation of the Product Line when they become due and payable in the Ordinary Course consistent with past practices; (h) comply promptly with all Legal Requirements applicable to it and the operation of the Product Line and with respect to the transactions contemplated by this Agreement, and cooperate promptly with, and furnish information to, Purchaser in connection with any such requirements imposed upon Seller, or upon any of its Affiliates, in connection therewith or herewith; (i) not sell, transfer, license, lease or otherwise dispose of, or suffer or cause the encumbrance by any Lien upon, any of the Assets or any interest therein, except for sales of Inventory in the Ordinary Course; (j) not terminate or modify, or commit or cause or suffer to be committed any act that will result in breach or violation of any term of or (with or without notice or passage of time, or both) constitute a default under or otherwise give any person a basis for non-performance under, any of the Contracts; (k) maintain adequate property damage, liability and other insurance in full force and effect and not do, permit or willingly allow to be done any act by which any of the insurance policies may be suspended, impaired or cancelled; (l) maintain in full force and effect, and comply with, all Permits; (m) not enter into or assume any contract, agreement, obligation or instrument relating to the Product Line or the Assets in an amount in excess of $10,000, or any sales orders with customers in excess of $100,000, or enter into or permit any material amendment, supplement, waiver or other modification in respect thereof; (n) not grant (or commit to grant) any increase in the compensation (including incentive or bonus compensation) of any Employee, or adopt or amend any Plan; (o) not take any action or omit to take any action which would result in a breach of any of the representations and warranties set forth in Section 3; (p) maintain the Inventory in such volume and quality as is consistent with the past practices of Seller in connection with the operation of the Product Line, provided, however, that during the period commencing on the date hereof and continuing through the Closing Date, Seller shall not ship any units of Products to customers, provided further, that this agreement shall not prohibit Seller from soliciting orders and accepting orders and otherwise operating in the Ordinary Course; (q) make any capital expenditure; (r) not cancel, compromise, release or discharge any claim of Seller upon any person or waive any right of Seller of material value, and not discharge any Lien (other than Permitted Liens), the Purchased Assets (or assets or property which would have been Purchased Assets, but for such transfer or disposition) upon individually or in the aggregate, material to the Business, in each case other than (A) sales or non-exclusive licenses of Business Products and Intellectual Property Rights to customers or other business partners in the ordinary course of business, (B) sales or dispositions of obsolete or inoperable Purchased Assets or (C) other than with respect to material Intellectual Property Rights, any transfer, sell, lease, license or other transfers, sales, leases, licenses, conveyances and dispositions made in the ordinary course of business; (ii) disclose any Trade Secrets or confidential information related to the Business or Purchased Assets (other than pursuant to customary written confidentiality and non-disclosure agreements entered into in the ordinary course of business consistent with past practice with reasonable and appropriate protections of, and preserving all rights of the Seller Parties in, such information); (iii) except (1) as may be required pursuant to the terms of any Seller Benefit Plan as in effect as of the Agreement Date, (2) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Subsidiaries, or (3) other than in the case of an Automatic Transferred Business Employees, for which Seller or its Subsidiaries shall be solely obligated to pay, (x) grant any increase or decrease in the compensation or benefits arrangements of, or grant, pay or promise to pay any new cash, equity or equity-based incentive, transaction, retention, severance or termination pay to, any Business Employee or other current individual service provider of the Business, (y) terminate, adopt, enter into or amend or modify any Seller Benefit Plan (or plan, program, policy, agreement or arrangement that would be a Seller Benefit Plan if in effect on the Agreement Date) or (z) take any action to accelerate any payment or benefit, or the funding of any payment or benefit, payable or to become payable to any Business Employee, former employee of the Business or other current or former individual service provider of the Business; (iv) enter into any Contract providing for the grant of exclusive sales, distribution, marketing or other exclusive rights, rights of refusal, rights of first negotiation or similar preemptive rights and/or terms to any Person related to the Business or the Purchased Assets; (v) (x) settle or compromise any Proceeding involving amounts in excess of $50,000 or equitable relief or criminal penalties, unless (other than in the case of criminal penalties) (A) such settlement or other action will not impose future restrictions or requirements on Buyer, its Affiliates, the Business or any Purchased Assets and (B) all amounts paid in respect thereof are Excluded Liabilities or are paid or otherwise satisfied in full prior to the Closing, (y) enter into any consent decree or settlement, conciliation or similar agreement with any Governmental Authority or (z) cancel any third-party Indebtedness owed to the Business other than in the ordinary course of business; (vi) make any material capital expenditures or material research and development expenditures other than (A) in the ordinary course of business and reasonably necessary for the continued operation of the Business or (B) in amounts not materially in excess of the amounts historically paid by the Business in the ordinary course of business; (vii) except as is required by applicable Law or by GAAP, make any material change in the Business’ methods, principles and practices of accounting; (viii) hire or engage any individual who would be characterized as an Automatic Transferred Business Employee; (ix) (A) negotiate, modify, extend, or enter into any Labor Agreement or recognize or certify any labor union, labor organization, works council, or group of Business Employees as the bargaining representative for any Business Employees, except as required by applicable Law or (B) waive or release any noncompetition, nonsolicitation, or other restrictive covenant obligation of any Business Employee, former employee of the Business, or current or former independent contractor of the Business; (x) cause any employee of Seller or its Subsidiaries who is not characterized as a Business Employee to become characterized as a Business Employee, or cause any employee who, prior to such action, is characterized as a Business Employee to no longer be characterized as a Business Employee, except for terminations for cause; (xi) terminate the employment or service of any Business Employee or individual independent contractor exclusively utilized by the Business, in each case, (A) with annual compensation in excess of $150,000 or (B) as would reasonably be expected to create any obligations for Buyer after the Closing (without taking into account any actions that may be taken by Buyer after the Closing) under the WARN Act with respect to the Continuing Employees, except for terminations for cause; (xii) except in the ordinary course of business, (x) enter into any Contract that if in effect on the Agreement Date would be a Material Contract (other than an Excluded Shared Contract), (y) amend in any material respect, renew or waive any material provision of any existing Material Contract (other than an Excluded Shared Contract, automatic renewals in accordance with the terms of such Material Contract or other renewals of customer contracts not materially adverse to the Business) or (z) enter into any Shared Contract pursuant to which the Split Interest thereunder would not be freely assignable to Buyer pursuant to the terms thereof; (xiii) (x) purchase or acquire any real property that is primarily related to the Business, or transfer, convey, sell or dispose of any Business Real Property or (y) except in the ordinary course of business, (A) enter into any Contract for the lease of any real property that is primarily related to the Business or (B) amend in any material respect, renew or waive any material provision of any Business Lease (other than automatic renewals in accordance with the terms of such lease or renewals on forms no less favorable in all material respects in the aggregate to Seller or its Subsidiaries); (xiv) (A) adopt, amend or revoke any material Tax election, (B) settle or compromise any material Tax audit, claim or assessment, (C) amend any Tax Return, (D) request or execute any closing agreement or other written agreement with respect to Taxes or (E) extend or waive any statute of limitation in respect of Taxes; (xv) create, incur, assume or guarantee any Indebtedness, in respect of which Buyer or any Affiliate of Buyer would be an obligor following the Closing or which would constitute an Assumed Liability; (xvi) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization under local Law, in each case, with respect to any entity that holds Purchased Assets; (xvii) assign, transfer or sell any assets that would constitute Purchased Assets other than (x) to a Subsidiary of Seller and (y) other than transfers or sales of inventory, products or services, in each case, that are immaterial to the Business and are in the ordinary course of business; or (xviii) enter into any agreement to do any of the Assets or pay or settle any debts;foregoing. (sb) pay any dividends Nothing contained in this Agreement shall give Buyer, directly or make any distributions indirectly, the right to control or direct the operations of the Business and prior to the holders Closing, Seller and its Subsidiaries shall exercise, consistent with the terms and conditions of its capital stock; andthis Agreement, complete control and supervision over their respective businesses and operations. (tc) Notwithstanding any provision herein to the contrary, but subject to Section 6.14, prior to the Closing, without the consent of Buyer, to the extent not instituteprohibited by Section 6.1(a) hereof, settle each of Seller and its Subsidiaries will, in compliance with applicable Law, be permitted to (i) declare and pay dividends and distributions of, or agree otherwise transfer, to settle Seller or any Action before Subsidiary thereof (A) any Governmental EntityExcluded Assets (including in connection with any “cash sweep” or cash management practices), (B) any other assets which are not expressly contemplated to be owned or held by Buyer or an Other Buyer pursuant to this Agreement or other Closing Transfer Documents and (C) transfer or advance any Business Records that are not Purchased Assets and (ii) execute, deliver and perform obligations expressly required under this Agreement and the other Closing Transfer Documents.

Conduct of Seller. Without Except (i) as may be approved in advance by BUYER in writing, or (ii) as is otherwise required by this Agreement, during the prior written consent of Purchaser, between period from the date hereof and of this Agreement until the earlier of (x) the Closing Date, Seller and (y) the date this Agreement is terminated in accordance with its terms: (A) SELLER shall use commercially reasonable efforts to maintain the Premises (including, without limitation, pumps, culverts, canals, ditches and other irrigation and drainage infrastructure) according to the ordinary course of business consistent with past practices, (B) to the extent that Closing has not yet occurred, commence and continue through Closing the applicable sugar and citrus farming operations, all as and to the extent applicable and typically performed by SELLER in the ordinary course of business consistent with past practices and (C) in addition to, and not in limitation of the covenants and agrees that it set forth in the foregoing clauses (A)-(B) of this paragraph, none of SELLER shall, directly or indirectly, do any of the following: (a) not, except as required i. Sell or permitted pursuant to the terms hereof, make otherwise dispose of any change in the operation of the Product Line Premises or incur or assume any new indebtedness that would affect the Assets or enter into Premises (except SELLER may encumber the crops); provided, however that SELLER may refinance any transaction existing indebtedness, so long as the same is released at Closing with respect to the Product Line other than in the Ordinary CoursePremises; ii. fail to renew, maintain in full force and effect or comply with any material Required Governmental Approvals related to the Premises of any SELLER (b) continue provided, that in no event shall the foregoing be deemed to operate the Product Line require SELLER to perform any actions or expend any money in the Ordinary Course excess of what SELLER has customarily performed or expended in SELLER’s ordinary course of business consistent with past practicepractices), provided, however, that Purchaser will not in no event shall the foregoing be deemed to impair or limit BUYER’s regulatory rights to enforce the conditions of any Governmental Approval that BUYER has issued; iii. fail to promptly and timely pay and discharge all federal income taxes, real property taxes and assessments (i) acquire provided that SELLER shall retain the right to challenge or dispose ofappeal such taxes and assessments), levied or imposed upon, or grant a license required to be withheld by, or otherwise owing by, any of SELLER or with respect to any of the Assets, Premises; iv. fail to comply with all applicable Laws (other than Required Governmental Approvals which is governed by subsection ii. above) enter into, amend or terminate any other agreement affecting or relating with respect to the Product Line ownership or the Assets, (iii) make any capital expenditure, (iv) award any bonuses or salary increases, (v) pay any dividends or make any distributions to the holders of its capital stock, or (vi) act in any manner which would adversely affect its existing business relationships associated with the Product Line. (c) maintain the Assets in good operating condition and repair; (d) preserve, protect and promote the Product Line; (e) perform all obligations under the Contracts; (f) use its best efforts to retain its Employees and maintain its relationships with suppliers, customers and others having business relationships with it; (g) pay accounts payable and other obligations of the operation of the Product Line when they become due and payable Premises, to the extent SELLER has complied with the same in the Ordinary Course ordinary course of business consistent with past practices; (h) comply promptly with all Legal Requirements applicable to it and the operation of the Product Line and with respect to the transactions contemplated by this Agreement, and cooperate promptly with, and furnish information to, Purchaser in connection with any such requirements imposed upon Seller, or upon any of its Affiliates, in connection therewith or herewith; (i) not sell, transfer, license, lease or otherwise dispose of, or suffer or cause the encumbrance by any Lien upon, any of the Assets or any interest therein, except for sales of Inventory in the Ordinary Course; (j) not terminate or modify, or commit or cause or suffer to be committed any act that will result in breach or violation of any term of or (with or without notice or passage of time, or both) constitute a default under or otherwise give any person a basis for non-performance under, any of the Contracts; (k) maintain adequate property damage, liability and other insurance in full force and effect and not do, permit or willingly allow to be done any act by which any of the insurance policies may be suspended, impaired or cancelled; (l) maintain in full force and effect, and comply with, all Permits; (m) not enter into or assume any contract, agreement, obligation or instrument relating to the Product Line or the Assets in an amount in excess of $10,000, or any sales orders with customers in excess of $100,000, or enter into or permit any material amendment, supplement, waiver or other modification in respect thereof; (n) not grant (or commit to grant) any increase in the compensation (including incentive or bonus compensation) of any Employee, or adopt or amend any Plan; (o) not take any action or omit to take any action which would result in a breach of any of the representations and warranties set forth in Section 3; (p) maintain the Inventory in such volume and quality as is consistent with the past practices of Seller in connection with the operation of the Product Line, provided, however, that during in no event shall the period commencing on foregoing be deemed to impair or limit BUYER’s regulatory rights to enforce the date hereof conditions of any Governmental Approval that BUYER has issued; and v. fail to maintain and continuing through continue in full force and effect the Closing DateInsurance Policies or substantially equivalent policies, Seller shall not ship make any units of Products to customers, provided further, that this agreement shall not prohibit Seller from soliciting orders and accepting orders and otherwise operating material adverse changes in the Ordinary Course; (q) make any capital expenditure; (r) not cancel, compromise, release type or discharge any claim amount of Seller upon any person coverages or waive any right of Seller of material value, and not discharge any Lien (other than Permitted Liens) upon permit any of the Assets Insurance Policies or pay substantially equivalent policies to be canceled or settle any debts; (s) pay any dividends or make any distributions terminated. Notwithstanding anything contained to the holders contrary in this Section 19(m) or otherwise in the Agreement, in no event shall SELLER have any contractual obligation or liability to BUYER under this Agreement to perform any work or expend any money in connection with any matters disclosed by that certain Initial Assessment Report for Facilities in Crop Areas prepared for BUYER by Xxxx Environmental, Inc. dated September 26, 2008 or otherwise; it being understood and agreed that from and after the Effective Date through Closing, SELLER shall perform its customary maintenance of the Premises, consistent with past practices, as SELLER reasonably determines is necessary for the continued operation of the Premises in connection with its capital stock; and (t) not institutefarming operations. Provided, settle however, that in no event shall the foregoing be deemed to impair or agree limit BUYER’s regulatory rights to settle any Action before enforce the conditions of any Governmental EntityApproval that BUYER has issued.

Conduct of Seller. From the date of this Agreement until the Closing, Seller shall, and shall cause each Seller Group Company to, conduct its business in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its foreign, federal, state and local Permits, (iii) keep available the services of officers and key employees of the Seller Group Companies, (iv) maintain satisfactory relationships with the customers, lenders, suppliers of the Seller Group Companies and others having material business relationships with the Seller Group Companies. Without limiting the prior generality of the foregoing, except as expressly contemplated by this Agreement or pursuant to the written consent of PurchaserPurchaser (which consent shall not be unreasonably withheld), between the date hereof Seller shall, and cause each of the Closing Date, Seller covenants and agrees that it shallGroup Companies not to: (a) notamend its certificate of incorporation, except as required bylaws or permitted pursuant to the terms hereofother similar organizational documents (whether by merger, make any change in the operation of the Product Line consolidation or the Assets or enter into any transaction with respect to the Product Line other than in the Ordinary Courseotherwise); (b) continue to operate the Product Line declare, set aside or pay any dividend or other distribution (whether in the Ordinary Course consistent with past practicecash, providedstock or property or any combination thereof) in respect of any Seller Shares or securities of any other Seller Group Company, howeveror redeem, that Purchaser will not (i) repurchase or otherwise acquire or dispose ofoffer to redeem, repurchase, or grant a license with respect to otherwise acquire any Seller Shares or securities of the Assets, (ii) enter into, amend or terminate any other agreement affecting or relating to the Product Line or the Assets, (iii) make any capital expenditure, (iv) award any bonuses or salary increases, (v) pay any dividends or make any distributions to the holders of its capital stock, or (vi) act in any manner which would adversely affect its existing business relationships associated with the Product Line.Seller Group Company; (c) maintain (i) issue, deliver or sell, or authorize the Assets in good operating condition and repair; issuance, delivery or sale of, any shares of any Seller Shares or securities of any other Seller Group Company, or (dii) preserveamend any term of any Seller Shares or the security of any other Seller Group Company (whether by merger, protect and promote the Product Line; (econsolidation or otherwise) perform all obligations under the Contracts; (f) use its best efforts to retain its Employees and maintain its relationships with suppliers, customers and others having business relationships with it; (g) pay accounts payable and other obligations provide for acceleration of vesting as a result of the operation transactions contemplated by this Agreement or a termination of the Product Line when they become due and payable in the Ordinary Course consistent with past practices; (h) comply promptly with all Legal Requirements applicable to it and the operation of the Product Line and with respect employment or service related to the transactions contemplated by this Agreement; (d) effect any material acquisitions (by merger, and cooperate promptly withconsolidation, and furnish information toacquisition of stock or assets or otherwise), Purchaser in connection with directly or indirectly, of any such requirements imposed upon Sellerassets, securities, properties, interests or businesses; (e) commence, settle, or upon offer or propose to settle, (i) any Proceeding involving or against any Seller Group Company (other than any Proceeding involving a settlement of US$150,000 or less as its sole remedy), (ii) any stockholder litigation or dispute against any Seller Group Company or any of its Affiliates, in connection therewith officers or herewith;directors or (iii) any Proceeding that relates to the transactions contemplated hereby; or (if) not sellagree, transfer, license, lease resolve or otherwise dispose of, or suffer or cause the encumbrance by any Lien upon, commit to do any of the Assets or any interest therein, except for sales of Inventory in the Ordinary Course; (j) not terminate or modify, or commit or cause or suffer to be committed any act that will result in breach or violation of any term of or (with or without notice or passage of time, or both) constitute a default under or otherwise give any person a basis for non-performance under, any of the Contracts; (k) maintain adequate property damage, liability and other insurance in full force and effect and not do, permit or willingly allow to be done any act by which any of the insurance policies may be suspended, impaired or cancelled; (l) maintain in full force and effect, and comply with, all Permits; (m) not enter into or assume any contract, agreement, obligation or instrument relating to the Product Line or the Assets in an amount in excess of $10,000, or any sales orders with customers in excess of $100,000, or enter into or permit any material amendment, supplement, waiver or other modification in respect thereof; (n) not grant (or commit to grant) any increase in the compensation (including incentive or bonus compensation) of any Employee, or adopt or amend any Plan; (o) not take any action or omit to take any action which would result in a breach of any of the representations and warranties set forth in Section 3; (p) maintain the Inventory in such volume and quality as is consistent with the past practices of Seller in connection with the operation of the Product Line, provided, however, that during the period commencing on the date hereof and continuing through the Closing Date, Seller shall not ship any units of Products to customers, provided further, that this agreement shall not prohibit Seller from soliciting orders and accepting orders and otherwise operating in the Ordinary Course; (q) make any capital expenditure; (r) not cancel, compromise, release or discharge any claim of Seller upon any person or waive any right of Seller of material value, and not discharge any Lien (other than Permitted Liens) upon any of the Assets or pay or settle any debts; (s) pay any dividends or make any distributions to the holders of its capital stock; and (t) not institute, settle or agree to settle any Action before any Governmental Entityforegoing.

Conduct of Seller. From the date hereof until the Closing, the Seller shall cause the Company and the Company Subsidiary to conduct the Business in the ordinary course consistent with past practice. Without limiting the generality of the foregoing, from the date hereof until the Closing, except as contemplated hereby, without written consent of Buyer: (a) None of Seller, the Company or the Company Subsidiary shall issue, sell or otherwise permit or authorize the creation of, any additional shares, other equity interests or any Equity Rights. (b) Except as required by the constitution of the Company or the Company Subsidiary and as set forth in Schedule 6.01(b), neither the Company nor the Company Subsidiary shall (i) make, declare, pay or set aside for payment any dividend or other distribution, or (ii) directly or indirectly adjust, split, combine, reduce, redeem, reclassify, purchase or otherwise acquire, any of its shares. (c) None of Seller, the Company or the Company Subsidiary shall enter into any Contract or incur any obligation, the terms of which would be violated by the consummation of the Transaction. (d) Except as expressly contemplated by this Agreement or as set forth in Schedule 6.01(d), none of Seller, the Company or the Company Subsidiary shall terminate or permit to be terminated any of its existing insurance policies or modify or reduce the coverage thereunder. (e) Neither the Company nor the Company Subsidiary shall (i) incur, assume or otherwise become liable for any additional Indebtedness (including, without limitation, by way of guarantee or the issuance and sale of debt securities or rights to acquire debt securities); provided, that, solely with respect to the intra-day facility provided to the Company by XX Xxxxxx Xxxxx Bank, National Association, additional Indebtedness shall only be deemed to occur when the Company’s borrowings exceed the Company’s credit limit or where the Company fails to repay its borrowings of each business day, (ii) incur, assume or otherwise become liable for any account payable except in the ordinary course of business consistent with past practice, or (iii) enter into or modify any Contract with respect to the foregoing. (f) Neither the Company nor the Company Subsidiary shall sell, lease, transfer, license, mortgage, pledge or otherwise dispose of or encumber any of the rights or its business, properties or assets (other than cash paid in satisfaction of trade payables). (g) Neither the Company nor the Company Subsidiary shall (i) enter into any new line of business; (ii) except as set forth on Schedule 6.01(g), incur or commit to any capital expenditures; (iii) amend or modify, or waive any material right under, any Contract, other than in the ordinary course of business, provided that any reduction in fees, or assumption of additional Liabilities, under any existing Contract shall require the prior written consent of PurchaserBuyer; (iv) acquire or agree to acquire by merging or consolidating with, between or acquire or agree to acquire by purchasing a substantial portion of the date hereof and the Closing Dateequity interests or assets of, Seller covenants and agrees that it shall: or in any other manner, any business or Person other than as contemplated by this Agreement; (av) not, except as required or permitted pursuant to the terms hereof, make any change investment in the operation of the Product Line Company Subsidiary or the Assets other Person; (vi) wind up, liquidate or dissolve or enter into any material transaction or merger or consolidation other than as contemplated by this Agreement; (vii) materially breach any provision of this Agreement; or (viii) materially impede or delay the receipt of any consent of approval referred to in Article X. (h) Neither the Company nor the Company Subsidiary shall (i) change its methods of accounting in effect as of the date hereof except as required by changes in the Accounting Standards or by Law; (ii) change any of its methods of accounting for income and deductions for income tax purposes from those employed in the preparation of the income tax returns of the Company or the Company Subsidiary for the year ended December 31, 2011; or (iii) change its fiscal year. (i) Neither the Company nor the Company Subsidiary shall settle or compromise, or agree to settle or compromise, any suit, claim or other litigation matter or matter in an arbitration proceeding for any amount in excess of any litigation reserve reflected on the balance sheet in respect of such suit, claim or other litigation matter or matter in an arbitration proceeding or on terms which would require the Company to take any action or assume any Liability or forego any right or opportunity. (j) None of the Seller, the Company or the Company Subsidiary shall enter into any Contract for which disclosure would be required pursuant to Section 3.06 or 4.12 had such Contract been in effect on the date hereof, or modify, amend, cancel, terminate or permit to lapse or expire any Contract other than, with respect to Section 4.12, as otherwise disclosed to Buyer. (k) None of Seller, the Product Line Company or the Company Subsidiary shall enter into, amend, modify or renew any Contract regarding employment, consulting, severance or similar arrangements with any of its directors, officers, employees, partners or independent contractors, or grant any salary, wage or other than increase in compensation or increase any employee benefit (including incentive, profit sharing or bonus payments), except: (i) for normal individual increases in compensation to employees in the Ordinary Course; (b) continue to operate the Product Line in the Ordinary Course ordinary and usual course of Business consistent with past practice, provided, however, that Purchaser will not (i) acquire or dispose of, or grant a license with respect to any of the Assets, ; and (ii) for other changes that are required by applicable law or to satisfy contractual obligations existing on the date hereof, which contractual obligations are disclosed on Schedule 6.01(k). (l) None of Seller, the Company or the Company Subsidiary shall enter into, establish, adopt, amend or terminate modify any pension, retirement, share option, share purchase, savings, profit sharing, deferred compensation, consulting, bonus, group insurance or other employee benefit, incentive, plan or arrangement, or any trust agreement affecting (or relating to the Product Line or the Assetssimilar arrangement) related thereto, (iii) make in respect of any capital expenditure, (iv) award any bonuses or salary increases, (v) pay any dividends or make any distributions to the holders of its capital stockdirectors, officers, employees or (vi) act independent contractors working in the Business, including taking any manner which would adversely affect its existing business relationships associated with action that accelerates the Product Linevesting or exercisability of compensation or benefits payable thereunder other than as disclosed on Schedule 6.01(l). (cm) maintain Neither the Assets in good operating condition and repair;Company nor the Company Subsidiary shall amend its constitution. (dn) preserve, protect and promote Neither the Product Line; (e) perform all obligations under Company nor the Contracts; (f) use its best efforts to retain its Employees and maintain its relationships with suppliers, customers and others having business relationships with it; (g) pay accounts payable and other obligations of the operation of the Product Line when they become due and payable in the Ordinary Course consistent with past practices; (h) comply promptly with all Legal Requirements applicable to it and the operation of the Product Line and with respect to the transactions contemplated by this Agreement, and cooperate promptly with, and furnish information to, Purchaser in connection with any such requirements imposed upon Seller, or upon any of its Affiliates, in connection therewith or herewith; (i) not sell, transfer, license, lease or otherwise dispose of, or suffer or cause the encumbrance by any Lien upon, any of the Assets or any interest therein, except for sales of Inventory in the Ordinary Course; (j) not terminate Company Subsidiary shall amend or modify, or commit or cause or suffer to be committed waive any act that will result in breach or violation provision of any term of Client Agreement or (with Customer Agreement or without notice or passage of time, or both) constitute a default under or otherwise give any person a basis for non-performance under, any of the Contracts; (k) maintain adequate property damage, liability and other insurance in full force and effect and not do, permit or willingly allow to be done any act by which any of the insurance policies may be suspended, impaired or cancelled; (l) maintain in full force and effect, and comply with, all Permits; (m) not enter into or assume any contract, agreement, obligation or instrument relating to the Product Line or the Assets in an amount in excess of $10,000, or any sales orders with customers in excess of $100,000, or enter into implement or permit any material amendment, supplement, waiver or other modification in respect thereof; (n) not grant (or commit to grant) any increase decrease in the compensation (including incentive fee arrangement applicable to any Client Agreement or bonus compensation) of any Employee, or adopt or amend any Plan;Customer Agreement. (o) not take any action Neither the Company nor the Company Subsidiary shall alter or omit to take any action which would result in a breach vary its methods and policies of any of conducting the representations fiduciary and warranties set forth in Section 3;agency activities associated with the Business. (p) maintain None of Seller, the Inventory in such volume and quality as is consistent with Company or the past practices of Seller in connection with the operation of the Product Line, provided, however, that during the period commencing on the date hereof and continuing through the Closing Date, Seller Company Subsidiary shall not ship any units of Products agree or commit to customers, provided further, that this agreement shall not prohibit Seller from soliciting orders and accepting orders and otherwise operating in the Ordinary Course; (q) make any capital expenditure; (r) not cancel, compromise, release or discharge any claim of Seller upon any person or waive any right of Seller of material value, and not discharge any Lien (other than Permitted Liens) upon do any of the Assets or pay or settle any debts; actions referred to in clauses (sa) pay any dividends or make any distributions through (o) above that apply to the holders of its capital stock; and (t) not institute, settle or agree to settle any Action before any Governmental Entitysuch party.

Conduct of Seller. Without From the date of this Agreement until the Effective Time, except with the prior written consent of PurchaserBuyer, between Seller will conduct its business in the ordinary course consistent with past practice, including payment of accounts payable and collection of accounts receivable, and will use its reasonable best efforts to preserve intact its business organizations and relationships with third parties and to keep available the services of its present officers and employees. Without limiting the generality of the foregoing, from the date hereof and until the Closing DateEffective Time, except as consented to by Buyer in writing, Seller covenants and agrees that it shallwill not: (a) not, except as required adopt or permitted pursuant to the terms hereof, make propose any change changes in the operation of the Product Line its charter documents or the Assets or enter into any transaction with respect to the Product Line other than in the Ordinary Coursebylaws; (b) continue merge or consolidate with any other Person or acquire a material amount of assets or any capital stock or other securities of any other Person; (c) sell, lease, license or otherwise dispose of any material assets or property except pursuant to operate existing Contracts; (d) take any action that would make any representation and warranty of Seller hereunder inaccurate at the Product Line in the Ordinary Course consistent with past practiceEffective Time; (e) enter into any licensing agreement, provided, however, that Purchaser will not (i) acquire private label arrangement or dispose of, understanding or grant a license other similar arrangement with respect to any of the AssetsSeller's Intellectual Property; (f) (i) grant any severance or termination pay to any current or former employee, officer or director of Seller, (ii) enter into, amend increase benefits payable under any existing severance or terminate any other agreement affecting termination pay policies or relating to the Product Line or the Assetsemployment contract, (iii) make enter into any capital expenditureemployment, deferred compensation or other similar contract (or any amendment to any such existing contract), (iv) award establish, adopt or amend (except as required by applicable Law) any bonuses collective bargaining, bonus, profit sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or salary increasesother benefit plan or arrangement, or (v) increase compensation, bonus or other benefits payable to any current or former director, officer or employee of Seller; (g) issue any additional shares of capital stock, or issue, sell or grant any option or right to acquire or otherwise dispose of or commit to dispose of any of its authorized but unissued capital stock or other corporate securities, except for the issuance of shares of Seller Capital Stock contemplated by SECTION 4.4; (h) declare or pay any dividends or make any distributions to the holders of other distribution in cash or property on its capital stock, stock or (vi) act in any manner which would adversely affect its existing business relationships associated with the Product Line. (c) maintain the Assets in good operating condition and repair; (d) preserve, protect and promote the Product Line; (e) perform all obligations under the Contracts; (f) use its best efforts to retain its Employees and maintain its relationships with suppliers, customers and others having business relationships with it; (g) pay accounts payable and other obligations of the operation of the Product Line when they become due and payable in the Ordinary Course consistent with past practices; (h) comply promptly with all Legal Requirements applicable to it and the operation of the Product Line and equity interests; provided that Seller may have declared aggregate dividends with respect to the transactions contemplated by this Agreement, its 1999 fiscal year and cooperate promptly with, and furnish information to, Purchaser in connection with any such requirements imposed upon Seller, or upon any its current fiscal year equal to approximately 45% of its Affiliates, estimated taxable income in connection therewith or herewithsuch years; (i) not sell, transfer, license, lease repurchase or otherwise dispose of, redeem any shares of its capital stock or suffer or cause the encumbrance by any Lien upon, any of the Assets or any interest therein, except for sales of Inventory in the Ordinary Courseother equity interests; (j) not terminate or modify, or commit or cause or suffer grant any kind of Encumbrance with respect to be committed any act that will result in breach or violation of any term of or (with or without notice or passage of time, or both) constitute a default under or otherwise give any person a basis for non-performance under, any of the Contractsits assets, real or personal, tangible or intangible; (k) maintain adequate property damageamend any Tax Return, liability and other insurance in full force and effect and not do, permit or willingly allow to be done make or change any act by which Tax election or take any of the insurance policies may be suspended, impaired or cancelledTax reporting position inconsistent with prior reporting practices; (l) maintain in full force and effect, and comply with, all Permitstake any action that would interfere with Buyer's ability to account for the Merger as a pooling of interests; (m) not (i) incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Seller, guarantee any debt securities of another Person, enter into any "keep well" or assume other agreement to maintain any contract, agreement, obligation or instrument relating to the Product Line or the Assets in an amount in excess financial statement condition of $10,000, or any sales orders with customers in excess of $100,000, another Person or enter into any arrangement having the economic effect of any of the foregoing, except for short-term borrowings incurred in the ordinary course of business consistent with past practice, or permit (ii) make any material amendmentloans, supplementadvances or capital contributions to, waiver or investments in, any other modification in respect thereofPerson; (n) not grant (make or commit agree to grant) make any increase new capital expenditure or expenditures which, individually, is in excess of $100,000 or, in the compensation (including incentive or bonus compensation) aggregate, are in excess of any Employee, or adopt or amend any Plan$250,000; (o) not take except in the ordinary course of business, modify, amend or terminate any action Material Contract to which Seller is a party or omit to take waive, release or assign any action which would result in a breach of any of the representations and warranties set forth in Section 3material rights or claims; (p) maintain the Inventory make any change in such volume and quality as is consistent with the past practices any method of Seller in connection with the operation of the Product Line, provided, however, that during the period commencing on the date hereof and continuing through the Closing Date, Seller shall not ship any units of Products to customers, provided further, that this agreement shall not prohibit Seller from soliciting orders and accepting orders and otherwise operating in the Ordinary Course;accounting or accounting practice or policy other than those required by generally accepted accounting principles; or (q) make any capital expenditure; (r) not cancel, compromise, release agree or discharge any claim of Seller upon any person or waive any right of Seller of material value, and not discharge any Lien (other than Permitted Liens) upon commit to do any of the Assets or pay or settle any debts; (s) pay any dividends or make any distributions to the holders of its capital stock; and (t) not institute, settle or agree to settle any Action before any Governmental Entityforegoing.