Common use of Conduct of the Business Pending the Closing Date Clause in Contracts

Conduct of the Business Pending the Closing Date. The Shareholders and the Company hereby agree that, from the date hereof to the Closing Date, they will: (a) maintain the Assets in normal good repair, order and condition, and make such capital expenditures as necessary to maintain the Business, in accordance with past practices and sound business judgment; (b) maintain insurance upon all of its properties and with respect to the conduct of the Business in such amounts and of such kinds to adequately safeguard and protect the Assets and the Business; (c) not issue or agree to issue any additional shares of common stock or of any other voting security or any rights to acquire any such additional common stock or voting security which would cause a change of control of the Shareholders; (d) use its best efforts to comply with all laws and material contractual obligations applicable to it and to the conduct of the Business; (e) not (i) mortgage, pledge or, except in the ordinary course of business, subject to any lien, charge, security interest or other encumbrance any of the Assets (whether tangible or intangible), (ii) sell, assign, transfer, convey, lease or otherwise dispose of, or agree to sell, assign, transfer, convey, lease or otherwise dispose of, any of the Assets outside the ordinary course of business other than that expressly disclosed in the Shareholders' Disclosure Memorandum; (f) not authorize or consummate any dividends or distributions of assets to its stockholders, any consolidation or merger, purchase of all or substantially all of the assets of any entity, or any other extraordinary corporate transaction other than expressly disclosed in the Shareholders' Disclosure Memorandum; (g) conduct its business in its usual and ordinary manner.

Conduct of the Business Pending the Closing Date. The Shareholders Shareholder and the Company hereby agree that, from the date hereof to the Closing Date, they will: (a) maintain the Assets in normal good repair, order and condition, and make such capital expenditures as necessary to maintain the Business, in accordance with past practices and sound business judgment; (b) maintain insurance upon all of its properties and with respect to the conduct of the Business in such amounts and of such kinds comparable to adequately safeguard and protect that in effect on the Assets and the Businessdate hereof; (c) not issue or agree to issue any additional shares of common stock or of any other voting security or any rights to acquire any such additional common stock or voting security which would cause a change of control of the ShareholdersShareholder; (d) use its best efforts to materially comply with all laws and material contractual obligations applicable to it and to the conduct of the Business; (e) not (i) mortgage, pledge or, except in the ordinary course of business, subject to any lien, charge, security interest or other encumbrance any of the Assets (whether tangible or intangible), (ii) sell, assign, transfer, convey, lease or otherwise dispose of, or agree to sell, assign, transfer, convey, lease or otherwise dispose of, any of the Assets outside the ordinary course of business other than that expressly disclosed in the Shareholders' Shareholder's Disclosure Memorandum;. Notwithstanding anything herein to the contrary, all accounts receivables that were accrued by the Company on or prior to October 24, 1997 will be distributed on the Closing Date to Shareholder. Such accounts receivables that are to be distributed to Shareholder will be distributed to Shareholder on a weekly basis as they are received by the Company. (f) not authorize or consummate any dividends or distributions of assets to its stockholders, any consolidation or merger, purchase of all or substantially all of the assets of any entity, or any other extraordinary corporate transaction other than expressly disclosed in the Shareholders' Shareholder's Disclosure Memorandum; (g) conduct its business in its usual and ordinary manner.

Conduct of the Business Pending the Closing Date. The Shareholders and the Company hereby agree that, from the date hereof to the Closing Date, they will: (a) maintain the Assets in normal good repair, order and condition, and make such capital expenditures as necessary to maintain the Business, in accordance with past practices and sound business judgment; (b) maintain insurance upon all of its properties and with respect to the conduct of the Business in such amounts and of such kinds to adequately safeguard and protect the Assets and the Business; (c) not issue or agree to issue any additional shares of common stock or of any other voting security or any rights to acquire any such additional common stock or voting security which would cause a change of control of the Shareholders; (d) use its best efforts to comply with all laws and material contractual obligations applicable to it and to the conduct of the Business; (e) not (i) mortgage, pledge or, except in the ordinary course of business, subject to any lien, charge, security interest or other encumbrance any of the Assets (whether tangible or intangible), (ii) sell, assign, transfer, convey, lease or otherwise dispose of, or agree to sell, assign, transfer, convey, lease or otherwise dispose of, any of the Assets outside the ordinary course of business other than that expressly disclosed in the Shareholders' Disclosure Memorandum; (f) not authorize or consummate any dividends or distributions of assets to its stockholders, any consolidation or merger, purchase of all or substantially all of the assets of any entity, or any other extraordinary corporate transaction other than expressly disclosed in the Shareholders' Disclosure Memorandum; (g) conduct its business in its usual and ordinary manner; (h) pay all taxes that may be accrued to either party as a result of the consummation of this transaction.

Conduct of the Business Pending the Closing Date. The Shareholders Shareholder and the Company hereby agree that, from the date hereof to the Closing Date, they will: (a) maintain the Assets in normal good repair, order and condition, and make such capital expenditures as necessary to maintain the Business, in accordance with past practices and sound business judgment; (b) maintain insurance upon all of its properties and with respect to the conduct of the Business in such amounts and of such kinds to adequately safeguard and protect the Assets and the Business; (c) not issue or agree to issue any additional shares of common stock or of any other voting security or any rights to acquire any such additional common stock or voting security which would cause a change of control of the ShareholdersShareholder; (d) use its best efforts to comply with all laws and material contractual obligations applicable to it and to the conduct of the Business; (e) not (i) mortgage, pledge or, except in the ordinary course of business, subject to any lien, charge, security interest or other encumbrance any of the Assets (whether tangible or intangible), (ii) sell, assign, transfer, convey, lease or otherwise dispose of, or agree to sell, assign, transfer, convey, lease or otherwise dispose of, any of the Assets outside the ordinary course of business other than that expressly disclosed in the Shareholders' Shareholder's Disclosure Memorandum; (f) not authorize or consummate any dividends or distributions of assets to its stockholders, any consolidation or merger, purchase of all or substantially all of the assets of any entity, or any other extraordinary corporate transaction other than expressly disclosed in the Shareholders' Shareholder's Disclosure Memorandum; (g) conduct its business in its usual and ordinary manner; and (h) pay all taxes that may be accrued to either party as a result of the consummation of this transaction.