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

Conduct of the Business Pending the Closing. (a) Prior to the Closing, except (1) as set forth on Schedule 8.2(a), (2) as required by applicable Law, (3) as otherwise expressly contemplated by this Agreement or (4) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), Sellers shall conduct the Business in the Ordinary Course of Business, and: (i) maintain the Purchased Assets in good operating condition and repair and continue normal maintenance, normal wear and tear excepted; and (ii) use their commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill of the Business, and (B) preserve the present relationships with customers and suppliers of the Business. (b) Except (1) as set forth on Schedule 8.2(b), (2) as required by applicable Law, (3) as otherwise contemplated by this Agreement or (4) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), Sellers shall not, solely as it relates to the Business: (i) increase salaries or wages, declare bonuses, increase benefits, or institute any new benefit plan or program, except as required by law, as required by the terms of previously existing contracts, or in accordance with past practices; (ii) sell, lease, transfer, mortgage, encumber, alienate or dispose of any Purchased Assets except for sales of Inventory, Permitted Exceptions, and normally scheduled store closings; (iii) transfer any inventory into any of the stores that are subject to the Real Property Leases from any store that is not subject to the Real Property Leases; and (iv) agree to do anything prohibited by this Section 8.2.

Conduct of the Business Pending the Closing. (a) Prior to Until the Closingearlier of the Closing and termination of this Agreement, except (1) as set forth on Schedule 8.2(a)required by applicable Law or Assignors’ fiduciary duties, (2) as required by applicable Law, (3) as otherwise expressly contemplated by this Agreement Agreement, (3) as otherwise set forth in the Wind Down Plans, or (4) with the prior written consent of Purchaser (NB Group, which consent shall not be unreasonably withheld, delayed or conditioned), Sellers shall : (a) Assignors shall: (i) conduct the Business in all material respects only in the Ordinary Course of Business, and: (i) maintain the Purchased Assets in good operating condition and repair and continue normal maintenance, normal wear and tear excepted; and (ii) use their commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill of the Business, and (B) preserve the present relationships with employees, customers and suppliers of the Business., including the Relationships; and (b) Except (1) as set forth on Schedule 8.2(b), (2) as required by applicable Law, (3) as otherwise contemplated by this Agreement or (4) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), Sellers Assignors shall not, solely as it relates to the Business: (i) increase salaries amend, modify, waive or wagesterminate any Governing Instrument or Transferred Contract other than in the Ordinary Course of Business (and Assignors shall provide prompt written notice to NB Group of any such amendment, declare bonusesmodification, increase benefitswaiver or termination made prior to Closing, including a correct and complete copy of any amended instrument or institute any new benefit plan the applicable waiver or program, except as required by lawtermination thereof, as required by the terms of previously existing contracts, or in accordance with past practicesapplicable); (ii) sell, leasetransfer, assign or otherwise dispose of any Relationship, or resign as trustee, independent fiduciary, investment manager or similar fiduciary under any Governing instrument with respect to any Relationship; except that Assignors may sell, transfer, mortgageassign, encumberdispose or resign (A) to the extent required by Law, alienate or dispose of (B) if the applicable client indicates that it will not consent to the NB Trust Companies succeeding to the Relationship, provided that Assignors provide NB Group the opportunity to negotiate any Purchased Assets except for sales of Inventory, Permitted Exceptions, and normally scheduled store closingssuch consent directly with any such client; (iii) materially increase the annual level of direct or indirect compensation of any Xxxxxx Trust Employee; (iv) subject to Section 8.1, and except for the retention bonus agreements as set forth in Schedule 7.2(b)(iv), enter into any employment, deferred compensation, severance, consulting, non-competition or similar contract, plan or arrangement or agreement (or amend any such contract, plan, arrangement or agreement) involving any such Xxxxxx Trust Employee, except, in each case, as required by applicable Law from time to time in effect or pursuant to any existing employee benefit plan in which such Xxxxxx Trust Employee participates as of the date hereof; (v) without limiting Section 7.2(b)(ii), sell, transfer any inventory into or license any of the stores that Transferred Assets, other than any such transactions as are subject to in the Real Property Leases from any store that is not subject to the Real Property Leases; andOrdinary Course of Business and at market terms and conditions; (ivvi) cancel or compromise any material debt or claim or waive or release any material right of any Assignor that constitutes a Transferred Asset except in the Ordinary Course of Business; (vii) take any action that could reasonably be expected to result in the creation of any material Liability, or materially increase the Liability associated with, any Assumed Liability; (viii) subject any of the Transferred Assets to a Lien (other than Permitted Exceptions); or (ix) agree to do anything prohibited by this Section 8.27.2(b).

Conduct of the Business Pending the Closing. (a) Prior to the Closing, except (1) as set forth on Schedule 8.2(a)5.1, (2) as required by applicable Law, (3) as otherwise expressly contemplated required by this Agreement or (4) with the prior written consent of Purchaser Buyer, Seller shall, and shall cause the Selling Affiliates to: (which consent shall not be unreasonably withheld, delayed or conditioned), Sellers shall i) conduct the Business (including with respect to working capital, Inventory and provision of Overhead and Shared Services) and maintain the Real Property, in each case, in the Ordinary Course of Business, and: (i) maintain the Purchased Assets in good operating condition and repair and continue normal maintenance, normal wear and tear excepted; and; (ii) use their its commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill operations of the Business, Business and (B) preserve the present relationships with customers customers, suppliers, distributors, landlords, key employees and suppliers others having relationships with the Business; and (iii) comply in all material respects with all of the Businessterms and conditions of the Real Property Leases applicable to the tenant thereunder. (b) Except Prior to the Closing, except (1) as set forth on Schedule 8.2(b)5.1, (2) as required by applicable Law, (3) as otherwise contemplated required by this Agreement (other than Section 5.1(a)), or (4) to the extent undertaken after the date that is nine (9) months following the date hereof, with the prior written consent of Purchaser Buyer (which consent consent, in the case of this clause (4), shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), Sellers with respect to the Business, Seller shall not, solely as it relates and shall cause the Selling Affiliates to the Businessnot: (i) increase salaries sell, assign, license, transfer, convey, lease or wagesotherwise dispose of any portion of the property and assets of the Business that would otherwise be Purchased Assets at Closing having a replacement cost of more than Five Hundred Thousand Dollars ($500,000), declare bonusesexcept in each case for (x) sales of inventory in the Ordinary Course of Business, increase benefits(y) for the purpose of disposing of obsolete, worthless or damaged assets or (z) reduction of prepaid expenses, deposits and refunds (including advances to suppliers) in the Ordinary Course of Business; (ii) permit any new Encumbrance on any of the Purchased Assets other than Permitted Encumbrances and Encumbrances which shall terminate or otherwise be removed as of the Closing; (iii) make any change in accounting methods, principles or practices affecting the consolidated assets, liabilities or results of operations of the Business, except insofar as may be required by Law or GAAP; (iv) except with respect to the Excluded Assets and the Excluded Liabilities, settle or compromise any Action with respect to the Business in excess of Fifty Thousand Dollars ($50,000) individually, or institute any new benefit plan or program, Five Hundred Thousand Dollars ($500,000) in the aggregate; (v) except as required under a Material Contract and consistent with the Business’ existing capital expenditures budget made available to Buyer in the on-line data room prior to the date hereof, enter into any commitment for capital expenditures of the Business in excess of Five Hundred Thousand Dollars ($500,000) for all commitments in the aggregate, other than to replace or repair obsolete, worthless or damaged assets; (vi) either (A) enter into any lease of real property for use in the Business, (B) enter into any Contract that would be a Material Contract if entered into prior to the date hereof (other than, in the case of clause (B), Material Contracts identified in clause (v), (vi) and (x) of the definition of Material Contracts and purchase orders that are the subject of Section 5.1(b)(xix) that would be Material Contracts solely pursuant to clause (ii)(x) of the definition of Material Contracts, but in each case solely to the extent the subject of such Material Contract is otherwise addressed by lawSections 5.1(b)(i), (ii), (iv), (xvi) or (xix)), (C) amend (other than ministerial amendments) or terminate, any such Material Contract or Real Property Lease or (D) except as required under a Material Contract set forth on Schedule 5.1, pay or commit to pay to any customer or potential customer of the Business any signing bonus, business development payment, upfront payment, stock lift commitment or similar payment or cost to obtain or retain business, which payment, cost or commitment to pay is in excess of Five Hundred Thousand Dollars ($500,000) individually or Two Million Dollars ($2,000,000) in the aggregate (irrespective of the number of years over which such payment or cost is payable) for all customers and potential customers of the Business, whether paid, committed to pay, earned as a rebate over time, or settled by way of credit notes; (vii) assign any Real Property Leases or enter into any sublease of the premises covered by the Real Property Leases; (viii) other than in the Ordinary Course of Business, undertake any alterations or improvements to the Owned Real Property or Real Property subject to a Real Property Lease in excess of Five Hundred Thousand Dollars ($500,000) in the aggregate; (ix) except for changes or modifications of an administrative or ministerial nature and changes or modifications which would not reasonably be expected to have an adverse impact on the Business or the working capital of the Business, change or modify its now existing credit, collection or payment policies, procedures or practices, including acceleration of collections or receivables (whether or not past due) or fail to pay or delay payment of payables in a manner inconsistent with its now existing practices; (x) make any bonus, profit sharing, pension, retirement or insurance payment, distribution or arrangement to or with any Business Employee except for payments that were already accrued prior to the date hereof or are required by the terms of previously existing contractsany Benefit Plan referred to on Schedule 3.12(a); (xi) increase the compensation payable (including wages, salaries, bonuses or any other remuneration) or to become payable to any Business Employee (including through any amendment, modification, replacement or other change to the terms of any compensation plan or arrangement) except for (A) such increases that are required in accordance with past practicesthe terms of any Benefit Plan, (B) such increases as are required pursuant to the terms of any employment agreement that has been made available to Buyer prior to the date hereof in the on-line data room, (C) normal annual payroll adjustments in the Ordinary Course of Business not to exceed three percent (3%) in the aggregate, per calendar year, and (D) compensation adjustments in the Ordinary Course of Business to reflect promotions; (iixii) sellexcept for administrative or ministerial amendments, leasemodifications, transfer, mortgage, encumber, alienate terminations or dispose replacements not changing the substantive terms of any Purchased Assets except Benefit Plan, establish, adopt, enter into, amend or terminate any Benefit Plan or any collective bargaining, thrift or other plan, agreement, trust or fund for sales the benefit of Inventoryany Business Employee (in each case, Permitted Exceptionsother than with respect to compensation payable (including wages, salaries, bonuses or any other remuneration) that is the subject of Section 5.1(b)(xi)), if the cost to the Business in the aggregate for all such changes is not in excess of two percent (2%) (on a per annum basis) of the cost to the Business in the aggregate (on a per annum basis) for all such Benefit Plans as of the date hereof, and normally scheduled store closingsthe effect of such change would not benefit any individual Business Employee in a materially disproportionate manner as compared to other Business Employees; (iiixiii) transfer hire or agree to employ any inventory employee in respect of the Business other than in the Ordinary Course of Business; (xiv) pay, discharge, settle or satisfy any Liability which if not so discharged, settled or satisfied, would be an Assumed Liability, other than in the Ordinary Course of Business or if such discharge, settlement or satisfaction would not reasonably be expected to have any adverse impact on the Business, the Purchased Assets or Assumed Liabilities; (xv) enter into any transaction, or otherwise take any action that would constitute or result in an Assumed Liability except in the Ordinary Course of Business; (xvi) incur, assume, guaranty or modify any Indebtedness pertaining to the Purchased Assets or the Business, except with respect to Indebtedness which shall be either (x) paid in full in cash, terminated or otherwise removed at or prior to the Closing or (y) taken into account as a current liability in the calculation of Closing Working Capital; (xvii) plan, announce, implement or effect any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of any Business Employees (other than employee terminations in the Ordinary Course of Business); (xviii) (A) make any Tax election with respect to the Business other than in the Ordinary Course of Business, (B) change its method of Tax accounting with respect to the Business in a manner that would be reasonably expected to adversely affect the Taxes or Tax Liabilities with respect to the Business in a material respect for a Post-Closing Tax Period, or (C) settle any claims relating to Taxes with respect to the Business that, individually or in the aggregate, exceed One Hundred Thousand Dollars ($100,000); (xix) enter into (A) any purchase order that would be a Purchased Contract hereunder with any customer of the stores that are subject Business or supplier of the Business containing obligations or commitments of Seller or any Selling Affiliate to the Real Property Leases from any store applicable customer or supplier that is not subject terminable without penalty within one hundred twenty (120) days or cannot be performed in full within one hundred twenty (120) days (in each case, excluding any product transit time in such calculation of days) or (B) any agreement to provide replacement logistics and distribution services currently provided by the Real Property LeasesDistribution Agreement except as otherwise permitted by Section 5.9; andor (ivxx) agree enter into any agreement or otherwise make a commitment to do anything prohibited by Sections 5.1(b)(i)–(xix). (c) For the avoidance of doubt, nothing contained in this Section 8.25.1 shall (i) prohibit any dividends or other distributions of cash generated from the operations of the Business (or any cash sweeps or similar treasury functions to transfer cash) from Seller or Selling Affiliates to any of their respective Affiliates, (ii) be applicable if solely related to the Excluded Businesses, Excluded Assets or Excluded Liabilities and would not reasonably be expected to have any adverse impact on the Business, the Purchased Assets or the Assumed Liabilities, (iii) restrict any repayment of Indebtedness, (iv) limit the termination of any Real Property Lease upon the exercise by any landlord under any Real Property Lease of a right to terminate a Real Property Lease to which it is a party or (v) limit or prohibit any of Seller’s or its Affiliates’ activities relating to their respective factoring arrangements in the Ordinary Course of Business.

Conduct of the Business Pending the Closing. (a) Prior to the Closing, except (1I) as set forth on permitted by Schedule 8.2(a)4.2, (2II) as required by applicable Applicable Law, (3III) as otherwise expressly required or expressly contemplated by this Agreement or any other Transaction Document, (4IV) with the prior written consent of Purchaser DNLLC (which such consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed), Sellers or (V) to the extent expressly contemplated by the Pre-Closing Restructuring, EchoStar shall, and shall cause its Subsidiaries to, (i) conduct the EB Business and the ET Business only in the Ordinary Course of Business, and: (i) maintain the Purchased Assets in good operating condition ; and repair and continue normal maintenance, normal wear and tear excepted; and (ii) use their its commercially reasonable efforts to (A) preserve the present business operationsoperations of, Assets primarily related to, and organization and goodwill of of, in each case, the EB Business and the ET Business, and (B) preserve the present relationships with customers customers, licensors, vendors, distributors and suppliers to the extent primarily related to the EB Business and the ET Business and other third parties having a business relationship with the EB Business and the ET Business, (C) preserve the EB Business and the ET Business and their respective business organization intact and retain the respective Permits to the extent related to the EB Business and the ET Business and (D) keep available the services of the employees of the EB Business and the ET Business, in the case of (A) through (D), in all material respects. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. (b) Except Without limiting the generality of Section 4.2(a), and in furtherance of Section 4.2(a), except (1I) as set forth on expressly permitted by Schedule 8.2(b)4.2, (2) as required by applicable Law, (3II) as otherwise expressly required or contemplated by this Agreement or any other Transaction Document, (4III) with the prior written consent of Purchaser DNLLC (which such consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed), Sellers (IV) as required by Applicable Law, or (V) to the extent contemplated by the Pre-Closing Restructuring, each EchoStar Party shall not, solely as it relates to the Businessand shall cause each of their Subsidiaries not to: (i) increase salaries or wages, declare bonuses, increase benefits, or institute any new benefit plan or program, except as required by law, as required by the terms of previously existing contracts, or in accordance with past practices; (ii) sell, lease, transfer, mortgage, encumber, alienate or dispose of any Purchased Assets except for sales of Inventory, Permitted Exceptions, and normally scheduled store closings; (iii) transfer any inventory into any of the stores that are subject to the Real Property Leases from any store that is not subject to the Real Property Leases; and (iv) agree to do anything prohibited by this Section 8.2.

Conduct of the Business Pending the Closing. (a) Prior to From the Closingdate hereof through the earlier of the Closing or the termination of this Agreement (the “Interim Period”), except (1i) as set forth on Schedule 8.2(a)in Section 6.01 of the Disclosure Letter, (2ii) as required by applicable Law, (3iii) as otherwise expressly contemplated by this Agreement or the other Transaction Documents, (4iv) subject to Section 6.01(d), as a result of the COVID-19 Measures or (v) with the prior written consent of Purchaser Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), Sellers the Company shall, and shall cause its Subsidiaries to, (A) conduct the Business their business in the Ordinary Course of Business, and: in all material respects, and (iB) use commercially reasonable efforts to (1) preserve substantially intact their business organization and assets in all material respects; (2) preserve their current relationships with customers, suppliers, and other persons with which they have significant business relations; and (3) keep and maintain their assets and properties in substantially the Purchased Assets in good operating same condition and repair and continue normal maintenanceas they exist as of the date of this Agreement, normal ordinary wear and tear excepted; and (iiprovided, that no action by the Company or any of its Subsidiaries with respect to matter specifically addressed by Section 6.01(b) use their commercially reasonable efforts shall be deemed to (Abe a breach of this Section 6.01(a) preserve the present business operations, organization and goodwill unless such action would constitute a breach of the Business, and (B) preserve the present relationships with customers and suppliers of the BusinessSection 6.01(b). (b) Except During the Interim Period, except (1v) as set forth on Schedule 8.2(b), in Section 6.01 of the Disclosure Letter; (2w) as required by applicable Law, ; (3x) as otherwise expressly contemplated by this Agreement or the other Transaction Documents; (4y) subject to Section 6.01(d), as a result of the COVID-19 Measures; or (z) with the prior written consent of Purchaser Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), Sellers the Company shall not, solely as it relates to the Businessnot and shall cause its Subsidiaries not to: (i) increase salaries transfer, grant, issue, sell, authorize, encumber or wagesdispose of any Equity Interests of the Company or any of its Subsidiaries or any options, declare bonuseswarrants, increase benefitsconvertible securities calls or other rights to purchase or otherwise acquire Equity Interests of, or institute any new benefit stock appreciation, phantom stock or other similar right with respect to, the Company or any of its Subsidiaries; (ii) effect any recapitalization, or otherwise reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of the Equity Interests of the Company or any of its Subsidiaries, or make any other similar change in the capitalization of the Company or any of its Subsidiaries; (iii) adopt a plan of complete or programpartial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization with respect to the Company or any of its Subsidiaries, or effect any of the foregoing; (iv) amend the Organizational Documents of the Company or any of its Subsidiaries (whether by merger, consolidation or otherwise); (v) make any material change in any method of accounting or accounting practice of the Company or any of its Subsidiaries, except as required by law, as required by the terms of previously existing contracts, or changes in accordance with past practicesGAAP; (iivi) make any material loans or material advances or capital contributions to, or investments in, any Person (other than the Company and its Subsidiaries), or forgive any Indebtedness for borrowed money, except for advances to employees or officers of the Company or any of its Subsidiaries for expenses incurred in the Ordinary Course of Business; (vii) merge or consolidate with or acquire any corporation, partnership, limited liability company, other business organization or division thereof or any material amount of assets, or enter into any joint venture, strategic alliance, or similar Contract; (viii) amend, waive, modify or consent to the termination of any Material Contract or Insurance Policy, or amend, waive, modify or consent to the termination of the Company’s or any of its Subsidiaries’ rights thereunder, or enter into any Contract, in each case other than in the Ordinary Course of Business; (ix) make any capital expenditures or commitments therefor that, individually or in the aggregate, deviate from the annual capital expenditures budget for the Company and its Subsidiaries made available to Buyer by more than $3,000,000; (x) sell, transfer, lease, transfersublease, mortgage, encumber, alienate pledge or otherwise encumber or dispose of any Purchased Assets of the properties or assets of the Company and its Subsidiaries, except for sales or disposals of Inventoryproperty or assets not in excess of $1,000,000, Permitted Exceptionsindividually or in the aggregate, and normally scheduled store closingsfor sales or transfers of inventory in the Ordinary Course of Business; (iiixi) transfer any inventory amend, extend, renew, terminate or enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $200,000 per year in any single case, except in the Ordinary Course of Business; (xii) enter into any Contract materially limiting in any way the ability of the stores Company or any of its Subsidiaries to conduct business or compete with any Person in any particular geographic location or line of business, other than the entry into teaming and exclusivity agreements in the Ordinary Course of Business; (xiii) commence any Proceeding, other than (A) in the Ordinary Course of Business; (B) Proceedings seeking injunctive relief in order to prevent or mitigate potential harm to the Company and its Subsidiaries; or (C) counterclaims, motions for declaratory judgment or other Proceedings that are subject defensive in nature; (xiv) declare, issue, make or pay any dividend or other distribution of assets in respect of any Equity Interests of the Company or any of its Subsidiaries (other than with respect to a dividend or distribution from any Subsidiary of the Company to the Real Property Leases from Company or any store other Subsidiary of the Company); (xv) incur any Indebtedness for borrowed money in excess of $500,000 in the aggregate or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, except in the Ordinary Course of Business or under the Company Credit Agreement; provided, that is not subject in no event shall the Company or any of its Subsidiaries, except as provided in Section 6.01(c), make any optional repayment of any indebtedness for borrowed money; (xvi) except as otherwise required by this Agreement, applicable Law, an existing Employee Benefit Plan or an existing Contract pursuant to its terms in effect as of the date hereof, (A) materially increase any severance or termination pay or grant any retention bonus or change in control bonus; (B) hire or terminate (other than terminations for cause and replacement of individuals terminated for cause) the employment of any employee whose annual base salary exceeds $250,000 or any executive officer; (C) adopt, enter into, materially amend or terminate any Employee Benefit Plan (except changes to group healthcare or welfare benefits in connection with annual renewals in the Ordinary Course of Business); (D) enter into any collective bargaining or similar agreement; or (E) materially increase, or announce or promise a material increase in, the compensation or benefits payable to any current or former directors, managers, officers, individual service providers or any other employees, except in connection with general, ordinary course merit based increases as have been approved by the Company or its applicable Subsidiaries prior to the Real Property Leases; anddate hereof and set forth in Section 6.1(b)(xv) of the Disclosure Letter; (ivxvii) agree enter into any Contract or transaction with Seller or any Affiliate thereof, or any Related Party of the Company (excluding the Company and its Subsidiaries), other than (A) any transactions contemplated by the Material Contracts (provided that such Contracts have been made available to Buyer); or (B) the reimbursement of expenses of any Affiliate of Seller in the Ordinary Course of Business pursuant to the Affiliate Contracts; (xviii) make (except in the Ordinary Course of Business), change or revoke any material Tax election, change any material accounting period or material accounting method for Tax purposes, file any material amended Tax Return, enter into any closing agreement, settlement, or compromise of any material Tax claim or assessment, or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment (other than pursuant to extensions of time to file Tax Returns obtained in the Ordinary Course of Business), in each case, except as required by Law; (xix) settle or offer to settle any pending or threatened Proceeding involving the Company or any of its Subsidiaries, other than any settlement solely for monetary relief to be paid in full prior to the Closing of not more than $1,000,000 individually and that does not involve any equitable relief or limitations on the conduct of the Company or any of its Subsidiaries and which does not include any material findings or admission or wrongdoing by the Company or any of its Subsidiaries; (xx) accelerate the collection of accounts receivable or delay the payment of accounts payable, in each case, in a manner not in the Ordinary Course of Business; (xxi) abandon or permit the lapse of any material Intellectual Property rights or any other material intangible asset used in the operation of the business of the Company or of its Subsidiaries except in the Ordinary Course of Business; or (xxii) resolve, commit, enter into any Contract, or otherwise become obligated, to do anything prohibited by this Section 8.26.01(b). (c) Notwithstanding the foregoing provisions of this Section 6.01, the Company and its Subsidiaries may, at or prior to the Closing, use all or any portion of cash or cash equivalents of the Company and its Subsidiaries to (i) repay any outstanding indebtedness under the Company Credit Agreement; or (ii) declare and pay cash dividends with respect to the Equity Interests of the Company and its Subsidiaries. (d) If Seller or the Company determines to take any action or refrain from taking any action in accordance with Sections 6.01(a)(iv) or 6.01(b)(y), then (i) prior to so doing, to the extent reasonably practicable and permitted by applicable Law, Seller shall use commercially reasonable efforts inform and consult with Buyer, permit Buyer to review and discuss in advance, and consider in good faith the views of Buyer in connection with, any proposed action or inaction. Seller shall keep Buyer reasonably informed of the status of all material matters relating to such COVID-19 Measure, the actions or inactions being taken by Seller, the Company or its Subsidiaries with respect thereto, and afford Buyer and its Representatives, access to the Company’s and its Subsidiaries’ personnel, properties, Contracts and such other information concerning their business, properties and personnel as Buyer may reasonably request, in each case, in accordance with the terms of Section 6.02 and to the extent related to the COVID-19 Measure and Seller’s and the Company’s and its Subsidiaries’ response thereto. (e) For the avoidance of doubt, and without limiting the operation of Section 6.01(a)-(d), nothing contained in this Agreement is intended to give Buyer, directly or indirectly, the right to control or direct Seller’s, the Company’s or any of its Subsidiaries’ businesses. Prior to the Closing, Seller, the Company and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their respective businesses and operations.

Conduct of the Business Pending the Closing. (a) Prior to the Closing, except (1) as set forth on Schedule 8.2(a), (2I) as required by applicable Law, (3II) as otherwise expressly contemplated by this Agreement or (4III) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), Sellers shall the Company shall: (i) conduct the Business businesses of the Company only in the Ordinary Course of Business, and: (i) maintain the Purchased Assets in good operating condition and repair and continue normal maintenance, normal wear and tear excepted; and; (ii) use their its commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill of the BusinessCompany, and (B) preserve the present relationships with customers and suppliers of the Company; (iii) maintain (A) all of the assets and properties of, or used by, the Company in its current condition, ordinary wear and tear excepted, and (B) insurance upon all of the properties and assets of the Company in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (iv) (A) maintain the books, accounts and records of the Company in the Ordinary Course of Business, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, and (C) comply with all contractual and other obligations of the Company; (v) comply with the capital expenditure plan of the Company for 2007, including making such capital expenditures in the amounts and at the times set forth in such plan; and (vi) comply in all material respects with all applicable Laws. (b) Except (1) as set forth on Schedule 8.2(b), (2I) as required by applicable Law, (3II) as otherwise contemplated by this Agreement or (4III) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), Sellers the Company shall not, solely as it relates to the Business: (i) increase salaries declare, set aside, make or wagespay any dividend or other distribution in respect of the capital stock of the Company or repurchase, declare bonuses, increase benefitsredeem or otherwise acquire any outstanding shares of the capital stock or other securities of, or institute any new benefit plan or programother ownership interests in, except as required by law, as required by the terms of previously existing contracts, or in accordance with past practicesCompany; (ii) sell, lease, transfer, mortgageissue, encumber, alienate sell or dispose of any Purchased Assets except for sales shares of Inventorycapital stock or other securities of the Company or grant options, Permitted Exceptionswarrants, and normally scheduled store closingscalls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of the Company; (iii) transfer effect any inventory recapitalization, reclassification or like change in the capitalization of the Company; (iv) amend the certificate of incorporation or by-laws or comparable organizational documents of the Company; (v) other than in the Ordinary Course of Business or as required by Law or Contract, (A) materially increase the annual level of compensation of any director or executive officer of the Company, (B) materially increase the annual level of compensation payable or to become payable by the Company to any of its directors or executive officers, (C) grant any unusual or extraordinary bonus, benefit or other direct or indirect compensation to any director or executive officer, (D) materially increase the coverage or benefits available under any (or create any new) Employee Benefit Plan or (E) enter into any employment, deferred compensation, severance, consulting, non-competition or similar agreement (or amend any such agreement) to which the Company is a party or involving a director or executive officer of the Company, except, in each case, as required by applicable Law from time to time in effect or by the terms of any Employee Benefit Plans; (vi) subject to any Lien, any of the stores that are subject to properties or assets (whether tangible or intangible) of the Real Property Leases from any store that is not subject to the Real Property Leases; andCompany, except for Permitted Exceptions; (ivvii) acquire any material properties or assets or sell, assign, license, transfer, convey, lease or otherwise dispose of any of the material properties or assets of the Company (except pursuant to an existing Contract for fair consideration in the Ordinary Course of Business or for the purpose of disposing of obsolete or worthless assets); (viii) other than in the Ordinary Course of Business, cancel or compromise any material debt or claim or waive or release any material right of the Company; (ix) enter into any commitment for capital expenditures of the Company in excess of RMB 500,000.00 for any individual commitment and RMB 2,000,000.00 for all commitments in the aggregate; (x) enter into, modify or terminate any labor or collective bargaining agreement of the Company; (xi) permit the Company to enter into or agree to enter into any merger or consolidation with any Person; (xii) make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit controversy relating to Taxes, or except as required by applicable law or GAAP, make any material change to any of its methods of accounting or methods of reporting income or deductions for Tax or accounting practice or policy from those employed in the preparation of its most recent Tax Return; or (xiii) agree to do anything prohibited by this Section 8.26.2(b).

Conduct of the Business Pending the Closing. (a) Prior to the Closing, except (1) as set forth on Schedule 8.2(a)5.1, (2) as required by applicable Law, (3) as otherwise expressly contemplated required by this Agreement or (4) with the prior written consent of Purchaser Buyer, Seller shall, and shall cause the Selling Affiliates to: (which consent shall not be unreasonably withheld, delayed or conditioned), Sellers shall i) conduct the Business (including with respect to working capital, Inventory and provision of Overhead and Shared Services) and maintain the Real Property, in each case, in the Ordinary Course of Business, and: (i) maintain the Purchased Assets in good operating condition and repair and continue normal maintenance, normal wear and tear excepted; and; (ii) use their its commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill operations of the Business, Business and (B) preserve the present relationships with customers customers, suppliers, distributors, landlords, key employees and suppliers others having relationships with the Business; and (iii) comply in all material respects with all of the Businessterms and conditions of the Real Property Leases applicable to the tenant thereunder. (b) Except Prior to the Closing, except (1) as set forth on Schedule 8.2(b)5.1, (2) as required by applicable Law, (3) as otherwise contemplated required by this Agreement (other than Section 5.1(a)), or (4) to the extent undertaken after the date that is nine (9) months following the date hereof, with the prior written consent of Purchaser Buyer (which consent consent, in the case of this clause (4), shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), Sellers with respect to the Business, Seller shall not, solely as it relates and shall cause the Selling Affiliates to the Businessnot: (i) increase salaries sell, assign, license, transfer, convey, lease or wagesotherwise dispose of any portion of the property and assets of the Business that would otherwise be Purchased Assets at Closing having a replacement cost of more than Five Hundred Thousand Dollars ($500,000), declare bonusesexcept in each case for (x) sales of inventory in the Ordinary Course of Business, increase benefits(y) for the purpose of disposing of obsolete, worthless or damaged assets or (z) reduction of prepaid expenses, deposits and refunds (including advances to suppliers) in the Ordinary Course of Business; (ii) permit any new Encumbrance on any of the Purchased Assets other than Permitted Encumbrances and Encumbrances which shall terminate or otherwise be removed as of the Closing; (iii) make any change in accounting methods, principles or practices affecting the consolidated assets, liabilities or results of operations of the Business, except insofar as may be required by Law or GAAP; (iv) except with respect to the Excluded Assets and the Excluded Liabilities, settle or compromise any Action with respect to the Business in excess of Fifty Thousand Dollars ($50,000) individually, or institute any new benefit plan or program, Five Hundred Thousand Dollars ($500,000) in the aggregate; (v) except as required under a Material Contract and consistent with the Business’ existing capital expenditures budget made available to Buyer in the on-line data room prior to the date hereof, enter into any commitment for capital expenditures of the Business in excess of Five Hundred Thousand Dollars ($500,000) for all commitments in the aggregate, other than to replace or repair obsolete, worthless or damaged assets; (vi) either (A) enter into any lease of real property for use in the Business, (B) enter into any Contract that would be a Material Contract if entered into prior to the date hereof (other than, in the case of clause (B), Material Contracts identified in clause (v), (vi) and (x) of the definition of Material Contracts and purchase orders that are the subject of Section 5.1(b)(xix) that would be Material Contracts solely pursuant to clause (ii)(x) of the definition of Material Contracts, but in each case solely to the extent the subject of such Material Contract is otherwise addressed by lawSections 5.1(b)(i), (ii), (iv), (xvi) or (xix)), (C) amend (other than ministerial amendments) or terminate, any such Material Contract or Real Property Lease or (D) except as required under a Material Contract set forth on Schedule 5.1, pay or commit to pay to any customer or potential customer of the Business any signing bonus, business development payment, upfront payment, stock lift commitment or similar payment or cost to obtain or retain business, which payment, cost or commitment to pay is in excess of Five Hundred Thousand Dollars ($500,000) individually or Two Million Dollars ($2,000,000) in the aggregate (irrespective of the number of years over which such payment or cost is payable) for all customers and potential customers of the Business, whether paid, committed to pay, earned as a rebate over time, or settled by way of credit notes; (vii) assign any Real Property Leases or enter into any sublease of the premises covered by the Real Property Leases; (viii) other than in the Ordinary Course of Business, undertake any alterations or improvements to the Owned Real Property or Real Property subject to a Real Property Lease in excess of Five Hundred Thousand Dollars ($500,000) in the aggregate; (ix) except for changes or modifications of an administrative or ministerial nature and changes or modifications which would not reasonably be expected to have an adverse impact on the Business or the working capital of the Business, change or modify its now existing credit, collection or payment policies, procedures or practices, including acceleration of collections or receivables (whether or not past due) or fail to pay or delay payment of payables in a manner inconsistent with its now existing practices; (x) make any bonus, profit sharing, pension, retirement or insurance payment, distribution or arrangement to or with any Business Employee except for payments that were already accrued prior to the date hereof or are required by the terms of previously existing contractsany Benefit Plan referred to on Schedule 3.12(a); (xi) increase the compensation payable (including wages, salaries, bonuses or any other remuneration) or to become payable to any Business Employee (including through any amendment, modification, replacement or other change to the terms of any compensation plan or arrangement) except for (A) such increases that are required in accordance with past practicesthe terms of any Benefit Plan, (B) such increases as are required pursuant to the terms of any employment agreement that has been made available to Buyer prior to the date hereof in the on-line data room, (C) normal annual payroll adjustments in the Ordinary Course of Business not to exceed three percent (3%) in the aggregate, per calendar year, and (D) compensation adjustments in the Ordinary Course of Business to reflect promotions; (iixii) sellexcept for administrative or ministerial amendments, leasemodifications, transfer, mortgage, encumber, alienate terminations or dispose replacements not changing the substantive terms of any Purchased Assets except Benefit Plan, establish, adopt, enter into, amend or terminate any Benefit Plan or any collective bargaining, thrift or other plan, agreement, trust or fund for sales the benefit of Inventoryany Business Employee (in each case, Permitted Exceptionsother than with respect to compensation payable (including wages, salaries, bonuses or any other remuneration) that is the subject of Section 5.1(b)(xi)), if the cost to the Business in the aggregate for all such changes is not in excess of two percent (2%) (on a per annum basis) of the cost to the Business in the aggregate (on a per annum basis) for all such Benefit Plans as of the date hereof, and normally scheduled store closingsthe effect of such change would not benefit any individual Business Employee in a materially disproportionate manner as compared to other Business Employees; (iiixiii) transfer hire or agree to employ any inventory employee in respect of the Business other than in the Ordinary Course of Business; (xiv) pay, discharge, settle or satisfy any Liability which if not so discharged, settled or satisfied, would be an Assumed Liability, other than in the Ordinary Course of Business or if such discharge, settlement or satisfaction would not reasonably be expected to have any adverse impact on the Business, the Purchased Assets or Assumed Liabilities; (xv) enter into any transaction, or otherwise take any action that would constitute or result in an Assumed Liability except in the Ordinary Course of the stores that are subject Business; (xvi) incur, assume, guaranty or modify any Indebtedness pertaining to the Real Property Leases from any store that is not subject Purchased Assets or the Business, except with respect to Indebtedness which shall be either (x) paid in full in cash, terminated or otherwise removed at or prior to the Real Property Leases; andClosing or (y) taken into account as a current liability in the calculation of Closing Working Capital; (ivxvii) agree plan, announce, implement or effect any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of any Business Employees (other than employee terminations in the Ordinary Course of Business); (xviii) (A) make any Tax election with respect to do anything prohibited by this Section 8.2.the Business other than in the Ordinary Course of Business, (B) change its method of Tax accounting with respect to the Business in a manner that would be reasonably expected to adversely affect the Taxes or Tax Liabilities with respect to the Business in a material respect for a Post-Closing Tax Period, or (C) settle any claims relating to Taxes with respect to the Business that, individually or in the aggregate, exceed One Hundred Thousand Dollars ($100,000);

Conduct of the Business Pending the Closing. (a) Prior to From and including the Closingdate of this Agreement until the Closing Date or earlier termination of this Agreement, except (1i) as set forth on Schedule 8.2(a)7.2, (2ii) as to the extent required by applicable Law, (3) as otherwise expressly contemplated by Law or this Agreement (including taking all necessary action to allow for the issuance of Additional Shares pursuant to Section 7.18) or (4iii) with the prior written consent of Purchaser the Purchasers, the Sellers and the Sellers’ Parent shall, subject to Section 7.17, cause the Company to: (which consent shall not be unreasonably withheld, delayed or conditioned), Sellers shall i) conduct the Company’s Business only in the Ordinary Course of Business, and: (i) maintain the Purchased Assets in good operating condition and repair and continue normal maintenance, normal wear and tear excepted; and; (ii) use their commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill of the Company (including relationships with suppliers, customers, licensors, licensees, and other business relationships and, in the Ordinary Course of Business, to keep available the services of the Company’s employees); (iii) maintain and operate the Network Assets in the same manner in all material respects as the network is maintained and operated on the date hereof, including renewal, preservation, and acquisition of Other Concessions and the disposition or surrender of Other Concessions that are used for radio backhaul as appropriate to configure Network Assets in the Ordinary Course of Business; and (Biv) use commercially reasonable efforts to comply with applicable Law and the Company Concessions and preserve the present relationships with customers Company Concessions and suppliers of the Businessrenew Company Concessions that are expiring. (b) Except From the date of this Agreement until the Closing Date or earlier termination of this Agreement, except (1i) as set forth on Schedule 8.2(b)7.2, (2ii) as to the extent required by applicable Law, (3) as otherwise contemplated by Law or this Agreement or (4iii) with the prior written consent of Purchaser the Purchasers, the Sellers shall, subject to Section 7.17, not permit the Company to do any of the following: (i) declare, set aside, make or pay any dividend or other distribution in respect of any Shares or repurchase, redeem or otherwise acquire or retire any outstanding Shares or other securities of, or other ownership interests in, the Company; (ii) transfer, issue, sell or dispose of any Shares or other securities of the Company or grant options, warrants, calls or other rights to purchase or otherwise acquire any Shares or other securities of the Company; (iii) effect any recapitalization, reclassification or like change in its capitalization; (iv) amend its certificate of incorporation or by-laws or other organizational documents; (v) (A) increase the compensation of any of its present or former directors, officers or employees, (B) grant any bonus, benefit or other direct or indirect compensation to any of its present or former directors, officers or employees, (C) increase the coverage or benefits available under any (or create any new) severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan or arrangement made to, for, or with any of its present or former directors, officers or employees or otherwise modify or amend or terminate any such plan or arrangement or (D) enter into any employment, deferred compensation, severance, consulting, non-competition or similar agreement (or amend any such agreement) involving any of its present or former directors, officers or employees, except, in each case, to the extent required by applicable Law or by the terms of any Employee Plan in effect on the date of this Agreement; (vi) subject any of its (A) material properties or assets (whether tangible or intangible) to a Lien, except for Permitted Liens (other than Liens securing Company Debt) or (B) other assets to Liens except for Liens incurred in the Ordinary Course of Business not securing Company Debt; (vii) (A) acquire any material properties, rights, spectrum, or other assets, in each case other than any Network Assets in the Ordinary Course of Business, or (B) sell, assign, license, transfer, convey, lease, allow the expiration or lapse of, or otherwise dispose of any of its properties, rights, spectrum, Company Concessions or assets (except (1) sales of inventory to customers in the Ordinary Course of Business or (2) sales of obsolete or worthless assets or inventory which shall not, individually or in the aggregate, exceed $1,000,000); (viii) other than in the Ordinary Course of Business, cancel or compromise any material debt or claim or waive or release any material right of the Company; (ix) enter into any merger, consolidation or similar transaction with any other Person or acquire the securities or a material portion of the assets of any other Person; (x) (A) make or rescind any election relating to Taxes, (B) settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation or audit controversy that is material relating to Taxes, provided that the Purchasers’ consent shall not be unreasonably withheldconditioned, withheld or delayed or conditionedwith respect to any of the items referred to in clause (B) of this Section 7.2(b)(x), Sellers shall not, solely as it relates (C) consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment relating to the Business:Company or, (D) except as required by a change in applicable Law or Peruvian GAAP, make any material change to any of its methods of accounting or methods of reporting income or deductions for Tax or accounting practice or policy from those employed in the preparation of its most recent Tax Return; (ixi) increase salaries enter into, terminate, extend, modify or wagesamend any Material Contract, declare bonusesexcept in the Ordinary Course of Business; (xii) enter into, increase benefitsterminate, extend, modify or amend any Related Party Transaction; (xiii) make any loans, advances or capital contributions to, or institute investments in, any new benefit plan other Person; (xiv) settle or programcompromise any Legal Proceeding, except in the Ordinary Course of Business if the cash payment(s) for settlement or compromise of any Legal Proceeding do not exceed $3,000,000 and are paid prior to the Closing; (xv) change any of its accounting principles or practices, except as required by law, as required by a change in Peruvian GAAP after the terms date of previously existing contracts, or in accordance with past practicesthis Agreement; (iixvi) sell, lease, transfer, mortgage, encumber, alienate or dispose enter into any business outside of any Purchased Assets except for sales of Inventory, Permitted Exceptions, and normally scheduled store closingsthe Company’s Business; (iiixvii) transfer fail to maintain the Insurance Policies in full force and effect; or (xviii) incur any inventory deferred Liabilities, prepaid assets or deferred assets outside the Ordinary Course of Business; (xix) enter into any of the stores that are subject to the Real Property Leases from any store that is not subject to the Real Property Leases; and (iv) Contract, or otherwise agree or commit, to do anything prohibited by this Section 8.27.2.

Conduct of the Business Pending the Closing. (a) Prior to the Closing, except (1I) as set forth on Schedule 8.2(a)8.2, (2II) as required by applicable Law, (3III) as otherwise expressly contemplated by this Agreement (including, without limitation, Section 8.14) or (4IV) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), Sellers each Seller shall conduct and shall cause the Business in the Ordinary Course of Business, andCompanies to: (i) maintain conduct the Purchased Assets Business only in good operating condition the Ordinary Course and repair in material compliance with all Laws and continue normal maintenance, normal wear and tear excepted; andMaterial Contracts including sending out invoices in the Ordinary Course; (ii) use their its commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill of the Business, and (B) preserve the present relationships with customers customers, suppliers, distributors, licensors and suppliers licensees of the Business; (iii) maintain the Transferred Assets and Acquired Assets in good and marketable condition, including all related Source Code and Source Code history, Object Code, build instructions and test plans; (iv) maintain other material assets, properties and rights included in the Acquired Assets and the Transferred Assets in substantially the same state of repair, order and conditions as they are on the date hereof, ordinary wear and tear excepted; (v) maintain its books and records in accordance with past practice; and (vi) use its reasonable efforts to conduct the Business in such a manner to cause all closing conditions set forth in Section 9.1 that are in the control of any Seller or Company to be satisfied as soon as reasonably practicable following the date hereof. (b) Except (1I) as set forth on Schedule 8.2(b)8.2, (2II) as required by applicable Law, (3III) as otherwise contemplated by this Agreement (including, without limitation, Section 8.11 and Section 8.14) or (4IV) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), the Asset Sellers shall not, solely as it relates to not and the BusinessStock Sellers shall cause each Company not to: (i) increase salaries transfer, issue, sell or wagesdispose of any shares of capital stock or other securities of any Company or grant options, declare bonuseswarrants, increase benefits, calls or institute other rights to purchase or otherwise acquire shares of the capital stock or other securities of any new benefit plan or program, except as required by law, as required by the terms of previously existing contracts, or in accordance with past practicesCompany; (ii) selleffect any recapitalization, lease, transfer, mortgage, encumber, alienate reclassification or dispose like change in the capitalization of any Purchased Assets except for sales of Inventory, Permitted Exceptions, and normally scheduled store closingsCompany; (iii) transfer amend the certificate of incorporation or by-laws or comparable organizational and governing documents of any inventory into Company in any of the stores that are subject manner adverse to the Real Property Leases from any store that is not subject to the Real Property Leases; andPurchaser; (iv) agree other than in the Ordinary Course or as required by Law or Contract, (A) increase the annual level of compensation payable or to do anything become payable by any Company or Seller to any of their respective Business Employees, (B) grant any unusual or extraordinary bonus, benefit or other direct or indirect compensation to any Business Employee, (C) materially increase the coverage or benefits available under any (or create any new) Company Benefit Plan or Parent Benefit Plan applicable to any Business Employee, or (D) enter into any employment, deferred compensation, severance, consulting, non-competition or similar agreement (or amend any such agreement) to which any Company is a party or involving any Business Employees, except, in each case, (x) as required by applicable Law from time to time in effect or by the terms of any Company Benefit Plans, or (y) increases in benefits under a Parent Benefit Plan covering any group of employees of Parent and its Affiliates generally; (v) subject to any Lien, any of the properties or assets (whether tangible or intangible) of any Company or any Acquired Assets or Transferred Assets, except for Permitted Exceptions; (vi) other than the Transferred Assets and the Retained Assets, acquire any material properties or assets or sell, assign, license, transfer, convey, lease or otherwise dispose of any of the material properties or assets of any Company or the Business (except pursuant to an existing Contract for fair consideration in the Ordinary Course or for the purpose of disposing of obsolete or worthless assets); (vii) other than in the Ordinary Course, cancel or compromise any material debt or claim or waive or release any material right of any Company or the Business; (viii) enter into any commitment for capital expenditures of any Company in excess of $250,000 for any individual commitment and $1,000,000 for all commitments in the aggregate; (ix) enter into, modify or terminate any labor, collective bargaining, or works council agreement of any Company or Seller (with respect to Business Employees); (x) take any action that would constitute a “mass layoff” or “plant closing,” or which would otherwise trigger notice requirements under the WARN Act or any applicable Law concerning reductions in force; (xi) assume, incur or guarantee any material Indebtedness; (xii) amend, modify, cancel or waive any material rights under any Material Contract; (xiii) enter into any Contract that, if entered into prior to the date of this Agreement, would be required to be listed as a Material Contract in Schedule 5.13(a), other than any Contract in the Ordinary Course of the Business; provided, that any Contracts for the purchase of supplies in the Ordinary Course shall not have an aggregate Liability to the Business of more than $250,000, individually, or $1,000,000 for all such supply Contracts; (xiv) settle any material Legal Proceeding relating to Business Employees or former Business Employees; (xv) be party to any merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving the Business; (xvi) make any material changes in its accounting methods, principles or practices; (xvii) make any material Tax election, change its method of Tax accounting or settle any material claim for Taxes except to the extent such election, change or settlement (i) relates to the Consolidated Tax Returns of or which include any of the Companies and Parent or any Affiliate of Parent, and (ii) does not materially create or increase any Taxes of a Company for a Post-Closing Tax Period or materially affect a net operating loss or any other Tax attribute of a Company; (xviii) take any deliberate action intended to cause or encourage any Business Employees to terminate their employment prior to the Closing; or (xix) enter into any Contract to take any of the actions prohibited by this Section 8.2.