Common use of CONDUCT OF THE BUSINESS; DISTRIBUTIONS Clause in Contracts

CONDUCT OF THE BUSINESS; DISTRIBUTIONS. From the date hereof until the Closing Date, Repco shall, and Shareholders shall cause Repco to, conduct the Business in the ordinary course and in substantially in the same manner as it has prior to the date of this Agreement and agrees, with respect to the Business and other than in the ordinary course of business, not to enter into any material agreements or take any other significant actions without the prior written consent of Buyer, which shall not be unreasonably withheld. Repco shall use its reasonable efforts to preserve intact the Business and the business organizations and relationships and goodwill of Repco with third parties and keep available the services of the present officers, employees, agents and other personnel of Repco. Without limiting the generality of the foregoing and except as otherwise expressly provided in this Agreement, from the date hereof until the Closing Date: (a) Repco will, and Shareholders will cause Repco to: (A) maintain the assets of Repco in the ordinary course of business consistent with past practice in good operating order and condition, reasonable wear and tear excepted, (B) promptly repair, restore or replace any assets of Repco in the ordinary course of business consistent with past practice, (C) upon any damage, destruction or loss to any of the assets of Repco, apply any and all insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of the assets of Repco before such event, (D) use its best efforts to obtain, prior to the Closing Date, all Required Consents, and (E) take all actions necessary to be in compliance with, and to maintain the effectiveness of, all material Permits; (ii) comply with all material Applicable Laws; (iii) promptly notify Buyer in writing of (A) any action, event, condition or circumstance, or group of actions, events, conditions or circumstances, that results in, or could reasonably be expected to result in, a Material Adverse Effect, other than changes in general economic conditions, (B) the commencement of any by or against Repco or Shareholders, or Repco or Shareholders becoming aware of any threat, claim, action, suit, inquiry, proceeding, notice of violation, demand letter, subpoena, government audit or disallowance that could reasonably be expected to result in a Proceeding, and (C) the occurrence of any breach by Repco or Shareholders of any representation or warranty, or any covenant or agreement, contained in this Agreement. (b) without Buyer's prior consent, Repco will not, and Shareholders shall not permit Repco to, do or agree to do any of the following: (i) purchase or otherwise acquire assets from any other Person other than in the ordinary course of the Business; (ii) sell, assign, lease, license, transfer or otherwise dispose of, or mortgage, pledge or encumber (other than with Permitted Liens), any of the assets of Repco, including Leased Real Property, except in the ordinary course of the Business; (iii) enter any agreement or arrangement that requires or allows payment, acceleration of payment or incurrence of Liabilities, or the rendering of services by Repco outside the ordinary course of the Business; (iv) amend or modify in any material respect or terminate any Scheduled Contract or any other Contract entered into by Repco after the date hereof which, if in existence on the date hereof, would be required to be set forth in the SCHEDULE 3.14 as a Scheduled Contract (each, a "Subsequent Material Contract"); (v) make or commit to make any capital expenditure, or group of related capital expenditures, in excess of $25,000, other than (A) capital expenditures set forth on SCHEDULE 5.01(b)(v) and (B) capital expenditures expressly required under any Scheduled Contract; (vi) enter into or commit or propose to enter into any Subsequent Material Contract; (vii) except as set forth on SCHEDULE 5.01(b)(vii), make any distribution, dividend, bonus or other payment to any officer, director, stockholder or Affiliate of Repco or any of their respective Affiliates or Associates except for (A) salary, benefit or lease payments in the ordinary course and due or to become due under arrangements in existence prior to January 1, 1996 and (B) distributions to Shareholders in amounts not to exceed their federal and state income tax liability attributable to the operations of Repco; (viii) (A) create, incur, assume, or guarantee any indebtedness for borrowed money or (B) incur any Liability relating to a documentary or standby letter of credit, other than in each such case referred to in this clause (viii) in the ordinary course of the Business where the aggregate dollar amount of all of the foregoing by Repco does not exceed $10,000; and (A) increase the rate or terms of compensation payable or to become payable to its employees except in the ordinary course of business, (B) pay or agree to pay any pension, retirement allowance or other employee benefit not provided for by any Employee Plan, Benefit Arrangement or Employment Agreement set forth in the Schedules hereto, (C) commit itself to any additional pension, profit sharing, bonus, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, continuation pay, termination pay, retirement or other employee benefit plan, agreement or arrangement, or increase the rate or terms of any Employee Plan or Benefit Arrangement, (D) enter into any employment agreement with or for the benefit of any Person, or (E) increase the rate of compensation under or otherwise change the terms of any Employment Agreement set forth in SCHEDULE 3.17(a); and (x) repay any long-term debt other than scheduled payments that are required to be made during such period so as not to be in default with respect to such indebtedness.

CONDUCT OF THE BUSINESS; DISTRIBUTIONS. From the date hereof until the Closing Date, Repco the Company shall, and Shareholders Stockholder shall cause Repco the Company to, conduct the Business in the ordinary course and in substantially in the same manner as it has prior to the date of this Agreement and agrees, with respect to the Business and other than in the ordinary course of business, not to enter into any material agreements or take any other significant actions without the prior written consent of Buyer, which shall not be unreasonably withheld. Repco The Company shall use its reasonable efforts to preserve intact the Business and the business organizations and relationships and goodwill of Repco the Company with third parties and keep available the services of the present officers, employees, agents and other personnel of Repcothe Company. Without limiting the generality of the foregoing and except as otherwise expressly provided in this Agreement, from the date hereof until the Closing Date: (a) Repco The Company will, and Shareholders Stockholder will cause Repco the Company to: (i) (A) maintain the assets of Repco the Company in the ordinary course of business consistent with past practice in good operating order and condition, reasonable wear and tear excepted, (B) promptly repair, restore or replace any assets of Repco the Company in the ordinary course of business consistent with past practice, (C) upon any damage, destruction or loss to any of the assets of Repcothe Company, apply any and all insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of the assets of Repco the Company before such eventevent or set such proceeds aside for application by the Company after the Closing, (D) use its best efforts to obtain, prior to the Closing Date, all Required Consents, and (E) take all actions necessary to be in compliance with, and to maintain the effectiveness of, all material Permits; (ii) comply with all material Applicable Laws; (iii) promptly notify Buyer in writing of (A) any action, event, condition or circumstance, or group of actions, events, conditions or circumstances, that results in, or could reasonably be expected to result in, a Material Adverse Effect, other than changes in general economic conditions, (B) the commencement of any Proceeding by or against Repco the Company or ShareholdersStockholder, or Repco the Company or Shareholders Stockholder becoming aware of any threat, claim, action, suit, inquiry, proceeding, notice of violation, demand letter, subpoena, government audit or disallowance that could reasonably be expected to result in a Proceeding, and (C) the occurrence of any breach by Repco the Company or Shareholders Stockholder of any representation or warranty, or any covenant or agreement, contained in this Agreement. (b) without Buyer's prior consent, Repco the Company will not, and Shareholders Stockholder shall not permit Repco the Company to, do or agree to do any of the followingfollowing and will not agree to: (i) purchase or otherwise acquire assets from any other Person other than in the ordinary course of the Businessbusiness; (ii) sell, assign, lease, license, transfer or otherwise dispose of, or mortgage, pledge or encumber (other than with Permitted Liens), any of the assets of Repcothe Company, including Leased Real Property, except in the ordinary course of the Businessbusiness; (iii) enter any agreement or arrangement that requires or allows payment, acceleration of payment or incurrence of Liabilities, or the rendering of services by Repco the Company outside the ordinary course of the Businessbusiness; (iv) amend or modify in any material respect or terminate any Scheduled Contract or any other Contract entered into by Repco the Company after the date hereof which, if in existence on the date hereof, would be required to be set forth in the SCHEDULE 3.14 3.15 (a) as a Scheduled Contract (each, a "Subsequent Material Contract"); (v) make or commit to make any capital expenditure, or group of related capital expenditures, in excess of $25,00010,000, other than (A) capital expenditures set forth on SCHEDULE 5.01(b)(v) and (B) capital expenditures expressly required under any Scheduled Contract; (vi) enter into or commit or propose to enter into any Subsequent Material Contract; (vii) except as set forth on SCHEDULE 5.01(b)(vii), make any distribution, dividend, bonus or other payment to any officer, director, stockholder or Affiliate of Repco the Company or any of their respective Affiliates or Associates Associates, except for (A) salary, benefit as otherwise required by this Agreement or lease payments in the ordinary course and due or to become due under arrangements in existence prior to January 1, 1996 and (B) distributions to Shareholders in amounts not to exceed their federal and state income tax liability attributable to the operations of Repcoas set forth on SCHEDULE 5.01; (viii) (A) create, incur, assume, or guarantee any indebtedness for borrowed money or (B) incur any Liability relating to a documentary or standby letter of credit, other than in each such case referred to in this clause (viii) in the ordinary course of the Business business where the aggregate dollar amount of all of the foregoing by Repco does not exceed $10,000; and; (ix) except as set forth on SCHEDULE 5.01, (A) increase the rate or terms of compensation payable or to become payable to its employees except in the ordinary course of business, (B) pay or agree to pay any pension, retirement allowance or other employee benefit not provided for by any Employee Plan, Benefit Arrangement or Employment Agreement set forth in the Schedules hereto, (C) commit itself to any additional pension, profit sharing, bonus, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, continuation pay, termination pay, retirement or other employee benefit plan, agreement or arrangement, or increase the rate or terms of any Employee Plan or Benefit Arrangement, (D) enter into any employment agreement with or for the benefit of any Person, or (E) increase the rate of compensation under or otherwise change the terms of any Employment Agreement set forth in SCHEDULE 3.17(a3.15(a); and; (x) repay any longLong-term debt Term Debt other than scheduled payments that are required to be made during such period so as not to be in default with respect to such indebtednessLong-Term Debt; and (xi) issue or sell any (A) shares of capital stock of the Company, (B) options, warrants or other rights to purchase from the Company shares of its capital stock, (C) securities convertible into or exchangeable for shares of its capital stock or (D) any other commitments of any kind for the issuance or sale of additional shares of capital stock or options, warrants or other securities of the Company.

CONDUCT OF THE BUSINESS; DISTRIBUTIONS. From the date hereof until the Closing Date, Repco shall, and Shareholders the Company shall cause Repco to, conduct the Business in the ordinary course and in substantially in the same manner as it has prior to the date of this Agreement and agreesand, with respect to the Business and other than in the ordinary course of businessthe Business, shall not to enter into any material agreements or take any other significant actions without the prior written consent of Buyerthe Purchaser, which consent shall not be unreasonably withheld. Repco The Company shall use its reasonable best efforts to preserve intact the Company's assets, the Business and the business organizations and relationships and goodwill of Repco the Company with third parties with respect to the Business and keep available the services of the present officers, employees, agents and other personnel of Repcothe Company. Without limiting the generality of the foregoing preceding sentence and except as otherwise expressly provided in this Agreement, from the date hereof until the Closing Date: (a) Repco will, and Shareholders will cause Repco to: (A) maintain the assets of Repco in the ordinary course of business consistent with past practice in good operating order and condition, reasonable wear and tear excepted, (B) promptly repair, restore or replace any assets of Repco in the ordinary course of business consistent with past practice, (C) upon any damage, destruction or loss to any of the assets of Repco, apply any and all insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of the assets of Repco before such event, (D) use its best efforts to obtain, prior to the Closing Date, all Required Consents, and (E) take all actions necessary to be in compliance with, and to maintain the effectiveness of, all material Permits; (ii) comply with all material Applicable Laws; (iii) The Company shall promptly notify Buyer the Purchaser in writing of (Ai) any action, event, condition or circumstance, or group of actions, events, conditions or circumstances, that results in, or could reasonably be expected to result in, a Material Adverse Effect, other than changes in general economic conditions, (Bii) the commencement of any legal proceeding by or against Repco the Company or Shareholdersany Shareholder, or Repco the Company or Shareholders any Shareholder becoming aware of any threat, claim, action, suit, inquiry, proceeding, notice of violation, demand letter, subpoena, government audit or disallowance that could reasonably be expected to result in a Proceedinglegal proceeding, and (Ciii) the occurrence of any breach by Repco the Company or Shareholders any Shareholder of any representation or warranty, or any covenant or agreement, contained in this Agreement.; (b) without BuyerWithout the Purchaser's prior written consent, Repco will notthe Company shall not and shall not agree to, and the Principal Shareholders shall cause the Company not permit Repco to, do or agree to do any of the following: : (i) purchase or otherwise acquire assets from any other Person other than in the ordinary course of the Business; ; (ii) sell, assign, lease, license, transfer or otherwise dispose of, or mortgage, pledge or encumber (other than with Permitted Liens)encumber, any of the assets of Repco, including Leased Real PropertyCompany's assets, except in the ordinary course of the Business; ; (iii) enter any agreement or arrangement that requires or allows paymentpayment (discount or otherwise), acceleration of payment or incurrence of Liabilitiesliabilities, or the rendering of services by Repco the Company outside the ordinary course of the Business; ; (iv) amend or modify in any material respect or terminate any Scheduled Contract or any other Contract entered into by Repco after the date hereof which, if Material Contracts resulting in existence a Material Adverse Effect on the date hereof, would be required to be set forth in the SCHEDULE 3.14 as a Scheduled Contract (each, a "Subsequent Material Contract"); Business; (v) make except in the ordinary course of the Company's business, waive, cancel or commit take any other action materially impairing any of its rights relating to make any capital expenditure, or group of related capital expenditures, in excess of $25,000, other than (A) capital expenditures set forth on SCHEDULE 5.01(b)(v) and (B) capital expenditures expressly required under any Scheduled Contract; the Business; (vi) enter into or commit or propose to enter into any Subsequent Material Contract; material agreement or contract, except contracts in the ordinary course of the Business specifically relating to engineering and design projects with clients and subcontractors in the transportation, energy, telecommunications and land development markets; (vii) except as set forth on SCHEDULE 5.01(b)(vii), make any distribution, dividend, bonus or other payment to any officer, director, stockholder or Affiliate affiliate of Repco the Company or any of their respective Affiliates affiliates or Associates associates except for (A) salarydividend, compensation, benefit or lease payments in the ordinary course and due or to become due under arrangements in existence prior to January 1the Closing Date, 1996 and (B) distributions to Shareholders except for certain employee bonuses approved and paid before the Closing Date by the Company's board of directors, whether in amounts the ordinary course of the Business or otherwise, not to exceed their federal and state income tax liability attributable to the operations levels of Repco; such bonuses reflected in the 1999 Balance Sheet; (viii) increase the level of compensation or other employment benefits of any employee of the Company; or (ix), except for debt incurred by or other obligation of the Company in connection with the repurchase of the ESOP Shares, (A) create, incur, assume, or guarantee any indebtedness for borrowed money or (B) incur any Liability liability relating to a documentary or standby letter of credit, other than in each such case referred to in this clause (viiiix) in the ordinary course of the Business where the aggregate dollar amount of all of the foregoing by Repco the Company does not exceed Fifty Thousand Dollars ($10,000; and50,000). (Ac) increase the rate or terms of compensation payable or to become payable to its employees except The Company shall pay in the ordinary course of businessthe Business, (B) pay or agree to pay any pension, retirement allowance or other employee benefit not provided for by any Employee Plan, Benefit Arrangement or Employment Agreement and in no event later than set forth in the Schedules hereto, (C) commit itself to any additional pension, profit sharing, bonus, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, continuation pay, termination pay, retirement or other employee benefit plan, agreement or arrangement, or increase the rate or terms of any Employee Plan applicable contract or Benefit Arrangementagreement or as historically paid, all rents, insurance premiums, accounts payable (D) enter into any including, but not limited to, accounts payable to subcontractors, professional service providers and material suppliers), capital expenditures, taxes, general employment agreement with or for compensation and fringe benefits, interest on borrowed money and other amounts historically paid by the benefit Company in the ordinary course of any Person, or (E) increase the rate of compensation under or otherwise change the terms of any Employment Agreement set forth in SCHEDULE 3.17(a); and (x) repay any long-term debt other than scheduled payments that are required to be made during such period so as not to be in default with respect to such indebtednessBusiness.

CONDUCT OF THE BUSINESS; DISTRIBUTIONS. From the date hereof until the Closing Date, Repco Rheochem shall, and Shareholders Xxxxxxxx in his capacity as President shall cause Repco Rheochem to, conduct the Business in the ordinary course and in substantially in the same manner as it has prior to the date of this Agreement and agrees, with respect to the Business and other than in the ordinary course of business, not to enter into any material agreements or take any other significant actions without the prior written consent of Buyer, which shall not be unreasonably withheld. Repco Rheochem shall use its reasonable efforts to preserve intact the Business and the business organizations and relationships and goodwill of Repco Rheochem with third parties and keep available the services of the present officers, employees, agents and other personnel of RepcoRheochem. Without limiting the generality of the foregoing and except as otherwise expressly provided in this AgreementAgreement or otherwise agreed upon by Holding Company and Buyer, from the date hereof until the Closing Date: (a) Repco Rheochem will, and Shareholders Xxxxxxxx in his capacity as President will cause Repco Rheochem to: (A) maintain the assets of Repco Rheochem in the ordinary course of business consistent with past practice in good operating order and condition, reasonable wear and tear excepted, (B) promptly repair, restore or replace any assets of Repco Rheochem in the ordinary course of business consistent with past practice, (C) upon any damage, destruction or loss to any of the assets of RepcoRheochem, apply any and all insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of the assets of Repco Rheochem before such event, (D) use its best efforts to obtain, prior to the Closing Date, all Required Consents, and (E) take all actions necessary to be in compliance with, and to maintain the effectiveness of, all material Permits; (ii) comply with all material Applicable Laws; (iii) promptly notify Buyer in writing of (A) any action, event, condition or circumstance, or group of actions, events, conditions or circumstances, that results in, or could reasonably be expected to result in, a Material Adverse Effect, other than changes in general economic conditions, (B) the commencement of any Proceeding by or against Repco Rheochem, Holding Company or Shareholders, or Repco Holding Company, Rheochem or Shareholders becoming aware of any threat, claim, action, suit, inquiry, proceeding, notice of violation, demand letter, subpoena, government audit or disallowance that could reasonably be expected to result in a Proceeding, and (C) the occurrence of any breach by Repco Rheochem, Holding Company or Shareholders of any representation or warranty, or any covenant or agreement, contained in this Agreement. (b) without Without Buyer's prior consent, Repco Rheochem will not, and Shareholders Xxxxxxxx in his capacity as President shall not permit Repco Rheochem to, do or agree to do any of the followingfollowing and will not agree to: (i) purchase or otherwise acquire assets from any other Person other than in the ordinary course of the Business; (ii) sell, assign, lease, license, transfer or otherwise dispose of, or mortgage, pledge or encumber (other than with Permitted Liens), any of the assets of RepcoRheochem, including Leased Real Property, except in the ordinary course of the Business; (iii) enter any agreement or arrangement that requires or allows payment, acceleration of payment or incurrence of Liabilities, or the rendering of services by Repco Rheochem outside the ordinary course of the Business; (iv) amend or modify in any material respect or terminate any Scheduled Contract or any other Contract entered into by Repco Rheochem after the date hereof which, if in existence on the date hereof, would be required to be set forth in the SCHEDULE 3.14 3.15 as a Scheduled Contract (each, a "Subsequent Material Contract"); (v) make or commit to make any capital expenditure, or group of related capital expenditures, in excess of $25,000, other than (A) capital expenditures set forth on SCHEDULE 5.01(b)(v) and (B) capital expenditures expressly required under any Scheduled Contract; (vi) enter into or commit or propose to enter into any Subsequent Material Contract; (vii) except as set forth on SCHEDULE 5.01(b)(vii), make any distribution, dividend, bonus or other payment to any officer, director, stockholder or Affiliate of Repco Rheochem or any of their respective Affiliates or Associates except for (A) salary, benefit or lease payments in the ordinary course and due or to become due under arrangements in existence prior to January 1, 1996 and (B) distributions to Shareholders 1997, except that Rheochem may pay Holding Company a management fee in amounts the amount of $262,500, provided that if the Closing does not to exceed their federal and state income tax liability attributable to occur on or before April 30, 0000, Xxxxxxxx shall pay Buyer a management fee in the operations of Repcosame amount on May 1, 1997; (viii) (A) create, incur, assume, or guarantee any indebtedness for borrowed money or (B) incur any Liability relating to a documentary or standby letter of credit, other than in each such case referred to in this clause (viii) in the ordinary course of the Business where the aggregate dollar amount of all of the foregoing by Repco Rheochem does not exceed $10,000; and (A) increase the rate or terms of compensation payable or to become payable to its employees except in the ordinary course of business, (B) pay or agree to pay any pension, retirement allowance or other employee benefit not provided for by any Employee Benefit Plan, Benefit Arrangement or Employment Agreement set forth in the Schedules hereto, (C) commit itself to any additional pension, profit sharing, bonus, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, continuation pay, termination pay, retirement or other employee benefit plan, agreement or arrangement, or increase the rate or terms of any Employee Benefit Plan or Benefit Arrangement, (D) enter into any employment agreement with or for the benefit of any Person, or (E) increase the rate of compensation under or otherwise change the terms of any Employment Agreement set forth in SCHEDULE 3.17(a); and (x) repay any long-term debt other than scheduled payments that are required to be made during such period so as not to be in default with respect to such indebtedness3.18.

CONDUCT OF THE BUSINESS; DISTRIBUTIONS. From the date hereof until the Closing Date, Repco Trans Mart shall, and Shareholders shall cause Repco Trans Mart to, conduct the Business in the ordinary course and in substantially in the same manner as it has prior to the date of this Agreement and agrees, with respect to the Business and other than in the ordinary course of business, not to enter into any material agreements or take any other significant actions without the prior written consent of Buyer, which shall not be unreasonably withheld. Repco Trans Mart shall use its reasonable efforts to preserve intact the Business and the business organizations and relationships and goodwill of Repco Trans Mart with third parties and keep available the services of the present officers, employees, agents and other personnel of RepcoTrans Mart. Without limiting the generality of the foregoing and except as otherwise expressly provided in this Agreement, from the date hereof until the Closing Date: (a) Repco Trans Mart will, and Shareholders will cause Repco Trans Mart to: (i) (A) maintain the assets of Repco Trans Mart in the ordinary course of business consistent with past practice in good operating order and condition, reasonable wear and tear excepted, (B) promptly repair, restore or replace any assets of Repco Trans Mart in the ordinary course of business consistent with past practice, (C) upon any damage, destruction or loss to any of the assets of RepcoTrans Mart, apply any and all insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of the assets of Repco Trans Mart before such eventevent or set such proceeds aside for application by Trans Mart after the Closing, (D) use its best efforts to obtain, prior to the Closing Date, all Required Consents, and (E) take all actions necessary to be in compliance with, and to maintain the effectiveness of, all material Permits; (ii) comply with all material Applicable Laws; (iii) promptly notify Buyer in writing of (A) any action, event, condition or circumstance, or group of actions, events, conditions or circumstances, that results in, or could reasonably be expected to result in, a Material Adverse Effect, other than changes in general economic conditions, (B) the commencement of any Proceeding by or against Repco Trans Mart or Shareholders, or Repco Trans Mart or Shareholders becoming aware of any threat, claim, action, suit, inquiry, proceeding, notice of violation, demand letter, subpoena, government audit or disallowance that could reasonably be expected to result in a Proceeding, and (C) the occurrence of any breach by Repco Trans Mart or Shareholders of any representation or warranty, or any covenant or agreement, contained in this Agreement. (b) without Buyer's prior consent, Repco Trans Mart will not, and Shareholders shall not permit Repco Trans Mart to, do or agree to do any of the followingfollowing and will not agree to: (i) purchase or otherwise acquire assets from any other Person other than in the ordinary course of the Businessbusiness; (ii) sell, assign, lease, license, transfer or otherwise dispose of, or mortgage, pledge or encumber (other than with Permitted Liens), any of the assets of RepcoTrans Mart, including Leased Real Property, except in the ordinary course of the Businessbusiness; (iii) enter any agreement or arrangement that requires or allows payment, acceleration of payment or incurrence of Liabilities, or the rendering of services by Repco Trans Mart outside the ordinary course of the Businessbusiness; (iv) amend or modify in any material respect or terminate any Scheduled Contract or any other Contract entered into by Repco Trans Mart after the date hereof which, if in existence on the date hereof, would be required to be set forth in the SCHEDULE 3.14 3.15 (a) as a Scheduled Contract (each, a "Subsequent Material Contract"); (v) make or commit to make any capital expenditure, or group of related capital expenditures, in excess of $25,00010,000, other than (A) capital expenditures set forth on SCHEDULE 5.01(b)(v) and (B) capital expenditures expressly required under any Scheduled Contract; (vi) enter into or commit or propose to enter into any Subsequent Material Contract; (vii) except as set forth on SCHEDULE 5.01(b)(vii), make any distribution, dividend, bonus or other payment to any officer, director, stockholder or Affiliate of Repco Trans Mart or any of their respective Affiliates or Associates except for (A) salary, benefit or lease payments in the ordinary course and due or to become due under arrangements in existence prior to January 1December 31, 1996 and (B) distributions dividends to Shareholders that do not exceed, in amounts not to exceed their federal and state income tax liability attributable to the operations of Repcoaggregate, the Distributable Earnings; (viii) (A) create, incur, assume, or guarantee any indebtedness for borrowed money or (B) incur any Liability relating to a documentary or standby letter of credit, other than in each such case referred to in this clause (viii) in the ordinary course of the Business business where the aggregate dollar amount of all of the foregoing by Repco does not exceed $10,000; and; (A) increase the rate or terms of compensation payable or to become payable to its employees except in the ordinary course of business, (B) pay or agree to pay any pension, retirement allowance or other employee benefit not provided for by any Employee Plan, Benefit Arrangement or Employment Agreement set forth in the Schedules hereto, (C) commit itself to any additional pension, profit sharing, bonus, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, continuation pay, termination pay, retirement or other employee benefit plan, agreement or arrangement, or increase the rate or terms of any Employee Plan or Benefit Arrangement, (D) enter into any employment agreement with or for the benefit of any Person, or (E) increase the rate of compensation under or otherwise change the terms of any Employment Agreement set forth in SCHEDULE 3.17(a3.15(a); and; (x) repay any longLong-term debt Term Debt other than scheduled payments that are required to be made during such period so as not to be in default with respect to such indebtednessLong-Term Debt; and (xi) issue or sell any (A) shares of capital stock of Trans Mart, (B) options, warrants or other rights to purchase from Trans Mart shares of its capital stock, (C) securities convertible into or exchangeable for shares of its capital stock or (D) any other commitments of any kind for the issuance or sale of additional shares of capital stock or options, warrants or other securities of Trans Mart.

CONDUCT OF THE BUSINESS; DISTRIBUTIONS. From the date hereof until the Closing Date, Repco Diverco shall, and Shareholders shall cause Repco Diverco to, conduct the Business in the ordinary course and in substantially in the same manner as it has prior to the date of this Agreement and agrees, with respect to the Business and other than in the ordinary course of business, not to enter into any material agreements or take any other significant actions without the prior written consent of Buyer, which shall not be unreasonably withheld. Repco Diverco shall use its reasonable efforts to preserve intact the Business and the business organizations and relationships and goodwill of Repco Diverco with third parties and keep available the services of the present officers, employees, agents and other personnel of RepcoDiverco. Without limiting the generality of the foregoing and except as otherwise expressly provided in this Agreement, from the date hereof until the Closing Date: (a) Repco Diverco will, and Shareholders will cause Repco Diverco to: (A) maintain the assets of Repco Diverco in the ordinary course of business consistent with past practice in good operating order and condition, reasonable wear and tear excepted, (B) promptly repair, restore or replace any assets of Repco Diverco in the ordinary course of business consistent with past practice, (C) upon any damage, destruction or loss to any of the assets of RepcoDiverco, apply any and all insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of the assets of Repco Diverco before such event, (D) use its best efforts to obtain, prior to the Closing Date, all Required Consents, and (E) take all actions necessary to be in compliance with, and to maintain the effectiveness of, all material Permits; (ii) comply with all material Applicable Laws; (iii) promptly notify Buyer in writing of (A) any action, event, condition or circumstance, or group of actions, events, conditions or circumstances, that results in, or could reasonably be expected to result in, a Material Adverse Effect, other than changes in general economic conditions, (B) the commencement of any Proceeding by or against Repco Diverco or Shareholders, or Repco Diverco or Shareholders becoming aware of any threat, claim, action, suit, inquiry, proceeding, notice of violation, demand letter, subpoena, government audit or disallowance that could reasonably be expected to result in a Proceeding, and (C) the occurrence of any breach by Repco Diverco or Shareholders of any representation or warranty, or any covenant or agreement, contained in this Agreement. (b) without Buyer's prior consent, Repco Diverco will not, and Shareholders shall not permit Repco Diverco to, do or agree to do any of the followingfollowing and will not agree to: (i) purchase or otherwise acquire assets from any other Person other than in the ordinary course of the Business; (ii) sell, assign, lease, license, transfer or otherwise dispose of, or mortgage, pledge or encumber (other than with Permitted Liens), any of the assets of RepcoDiverco, including Leased Real Property, except in the ordinary course of the Business; (iii) enter any agreement or arrangement that requires or allows payment, acceleration of payment or incurrence of Liabilities, or the rendering of services by Repco Diverco outside the ordinary course of the Business; (iv) amend or modify in any material respect or terminate any Scheduled Contract or any other Contract entered into by Repco Diverco after the date hereof which, if in existence on the date hereof, would be required to be set forth in the SCHEDULE 3.14 as a Scheduled Contract (each, a "Subsequent Material Contract"); (v) make or commit to make any capital expenditure, or group of related capital expenditures, in excess of $25,000, other than (A) capital expenditures set forth on SCHEDULE 5.01(b)(v5.01(b)(V) and (B) capital expenditures expressly required under any Scheduled Contract; (vi) enter into or commit or propose to enter into any Subsequent Material Contract; (vii) except as set forth on SCHEDULE 5.01(b)(vii), make any distribution, dividend, bonus or other payment to any officer, director, stockholder or Affiliate of Repco Diverco or any of their respective Affiliates or Associates except for (A) salary, benefit or lease payments in the ordinary course and due or to become due under arrangements in existence prior to January 1, 1996 and (B) distributions to Shareholders in amounts not to exceed their federal and state income tax liability attributable to the operations of Repco1996; (viii) (A) create, incur, assume, or guarantee any indebtedness for borrowed money or (B) incur any Liability relating to a documentary or standby letter of credit, other than in each such case referred to in this clause (viii) (Y) in the ordinary course of the Business where the aggregate dollar amount of all of the foregoing by Repco Diverco does not exceed $10,00010,000 or (Z) indebtedness in the amount of $595,000 incurred to pay bonuses to RTC; and (A) increase the rate or terms of compensation payable or to become payable to its employees except in the ordinary course of business, (B) pay or agree to pay any pension, retirement allowance or other employee benefit not provided for by any Employee Plan, Benefit Arrangement or Employment Agreement set forth in the Schedules hereto, (C) commit itself to any additional pension, profit sharing, bonus, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, continuation pay, termination pay, retirement or other employee benefit plan, agreement or arrangement, or increase the rate or terms of any Employee Plan or Benefit Arrangement, (D) enter into any employment agreement with or for the benefit of any Person, or (E) increase the rate of compensation under or otherwise change the terms of any Employment Agreement set forth in SCHEDULE 3.17(a); and (x) repay any long-term debt other than scheduled payments that are required to be made during such period so as not to be in default with respect to such indebtedness.. ' 5.02

CONDUCT OF THE BUSINESS; DISTRIBUTIONS. From the date hereof until the Closing Date, Repco shall, and Shareholders Seller shall cause Repco to, the Company and the Company Subsidiaries to conduct the Business in the ordinary course and in substantially in the same manner as it has prior to the date of this Agreement and agrees, with respect to the Business and other than in the ordinary course of business, not to enter into any material agreements or take any other significant material actions without the prior written consent of Buyer, which shall not unreasonably be unreasonably delayed or withheld. Repco From the date hereof until the Closing Date, Seller shall cause the Company and the Company Subsidiaries to use its commercially reasonable efforts to preserve intact the Business and the business organizations and relationships and goodwill of Repco the Company and the Company Subsidiaries with third parties and keep available the services of the present officers, employees, agents and other personnel of Repcothe Company and the Company Subsidiaries. Without limiting the generality of the foregoing and except as otherwise expressly provided in this Agreement, from the date hereof until the Closing Date: (a) Repco will, and Shareholders Seller will cause Repco the Company and the Company Subsidiaries to: (i) (A) maintain the material assets of Repco the Company and the Company Subsidiaries in the ordinary course of business consistent with past practice in good operating order and condition, reasonable wear and tear excepted, (B) promptly repair, restore or replace any material assets of Repco the Company and the Company Subsidiaries in the ordinary course of business consistent with past practice, (C) upon any damage, destruction or loss to any of the material assets of Repcothe Company or any of the Company Subsidiaries, apply any and all insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of the material assets of Repco the Company or such Company Subsidiary, as the case may be, before such eventevent or set such proceeds aside for application by the Company or such Company Subsidiary, as the case may be after the Closing, (D) use its best commercially reasonable efforts to obtain, prior to the Closing Date, all Required Consents, and (E) take all actions reasonably necessary to be in compliance with, and to maintain the effectiveness of, all material Permits; (ii) use commercially reasonable efforts to comply with Applicable Laws in all material Applicable Laws;respects; and (iii) promptly notify Buyer in writing of (A) any action, event, condition or circumstance, or group of actions, events, conditions or circumstances, that results in, or could reasonably be expected to result in, a Material Adverse Effect, other than changes in general economic conditions, (B) the commencement of any Proceeding by or against Repco the Company or Shareholdersany Company Subsidiary, or Repco the Company or Shareholders Seller becoming aware of any threat, claim, action, suit, inquiry, proceeding, notice of violation, demand letter, subpoena, government audit or disallowance that could reasonably be expected to result in a ProceedingMaterial Adverse Effect, and (C) the occurrence of any material breach by Repco the Company or Shareholders Seller of any representation or warranty, or any covenant or agreement, contained in this Agreement. (b) without Buyer's prior consentconsent (which shall not unreasonably be delayed or withheld) or as otherwise required or permitted by this Agreement, Repco will not, and Shareholders Seller shall not permit Repco the Company or any Company Subsidiary to, do any of the following or agree to do any of the following: (i) purchase or otherwise acquire material assets from any other Person other than in the ordinary course of the Businessbusiness; (ii) sell, assign, lease, license, transfer or otherwise dispose of, or mortgage, pledge or encumber (other than with Permitted Liens), any of the material assets of Repcothe Company or any of the Company Subsidiaries, including Leased Real Property, except in the ordinary course of the Businessbusiness; (iii) enter into any agreement or arrangement that requires or allows payment, acceleration of payment or incurrence of Liabilities, material Liabilities or the rendering of material services by Repco the Company or any of the Company Subsidiaries, in any such case outside the ordinary course of the Businessbusiness; (iv) amend or modify in any material respect or terminate any Scheduled Contract or any other Contract entered into by Repco the Company or any of the Company Subsidiaries after the date hereof which, if in existence on the date hereof, would be required to be set forth in the SCHEDULE 3.14 3.13 as a Scheduled Contract (each, a "Subsequent Material Contract"); (v) make or commit to make any capital expenditure, or group of related capital expenditures, in excess of $25,000500,000 in the aggregate, other than (A) capital expenditures set forth on SCHEDULE 5.01(b)(v) and (B) capital expenditures expressly required under any Scheduled Contract; (vi) enter into or commit or propose to enter into any Subsequent Material Contract; (vii) except as set forth on SCHEDULE 5.01(b)(vii), make any distribution, dividend, bonus or other payment to any officer, director, stockholder or Affiliate of Repco or any of their respective Affiliates or Associates except for (A) salary, benefit or lease payments in the ordinary course and due or to become due under arrangements in existence prior to January 1, 1996 and (B) distributions to Shareholders in amounts not to exceed their federal and state income tax liability attributable to the operations of Repco; (viii) (A) create, incur, assume, or guarantee any indebtedness for borrowed money money, other than in the ordinary course of business, or (B) incur any Liability relating to a documentary or standby letter of credit, other than in each such case referred to in this clause (viii) in the ordinary course of the Business where the aggregate dollar amount of all of the foregoing by Repco does not exceed $10,000; andbusiness; (A) increase the rate or terms of compensation payable or to become payable to its employees except in the ordinary course of business, (B) pay or agree to pay any pension, retirement allowance or other employee benefit not provided for by any Employee Plan, Plan or Benefit Arrangement or Employment Agreement set forth in the Schedules schedules hereto, (C) commit itself to any additional pension, profit sharing, bonus, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, continuation pay, termination pay, retirement or other employee benefit plan, agreement or arrangement, or increase the rate or terms of any Employee Plan or Benefit Arrangement; PROVIDED, HOWEVER, that the Company and Seller may amend any Benefit Plan to fully vest employees and former employees of the Company in their accrued benefits under such Benefit Plan or to increase benefits made available to all eligible employees of Seller, or (D) enter into any employment agreement with or for the benefit of any Person, or (E) increase the rate of compensation under or otherwise change the terms of any Employment Agreement set forth in SCHEDULE 3.17(a); and (x) repay any long-term debt other than scheduled payments that are required to be made during such period so as not to be in default with respect to such indebtedness.the ordinary course of business;