Common use of Conduct of the Companies Clause in Contracts

Conduct of the Companies. From the date hereof until the Closing Date, the Companies and the Subsidiaries shall conduct their operations only in the ordinary and usual course of business and consistent with past practice and will use their best efforts to preserve intact the Companies' and Subsidiaries' present business organization, keep available the services of their present officers and key employees and preserve their relationships with customers, suppliers and others having business dealings with them to the end that their goodwill and on-going business shall not be impaired. During such period the Companies shall promptly report to the Parent any occurrence or omission which shall have caused any representation or warranty of either Company hereunder to become untrue as of the time of such occurrence or omission, and shall confer on a regular and frequent basis with representatives of the Parent to report operational matters of a material nature and to report the general status of the ongoing operations of the business of the Companies and the Subsidiaries. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, neither the Companies nor any Subsidiary shall: (a) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of any Company Securities or any Subsidiary Securities; (b) purchase or redeem or otherwise acquire, or propose to purchase or redeem or otherwise acquire, any outstanding shares of capital stock of any class (including Company Securities and Subsidiary Securities), or securities convertible into any such shares, or any rights, warrants or options to acquire any such shares or convertible securities; (c) declare or pay any dividend or distribution on any shares of its capital stock other than as approved in writing by the Parent, except as set forth on Schedule 6.01; (d) authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into a letter of intent (whether or not binding), an agreement in principle or an agreement with respect to any merger, consolidation or business combination (other than the transaction contemplated by this Agreement), any acquisition of assets or securities, any disposition of assets or securities, or any change in the capitalization of either Company or any Subsidiary, or an entry into a material contract other than in the ordinary course of business or any amendment or modification of any material contract rights; (e) take any action which would make any representation or warranty in this Agreement untrue or incorrect, as if made as of such time; (f) enter into any agreement, contract or commitment (other than in the ordinary course of business and other than agreements, contracts or commitments which were under negotiation on the date hereof and which are disclosed on Schedule 4.12) which, if entered into prior to the date hereof, would be required to be listed on Schedule 4.12; (g) enter into any contract, agreement, license or commitment which would be breached or violated or in respect of which a right of acceleration would be created by the execution, delivery and performance of this Agreement; (i) increase or agree to increase the compensation payable or to become payable to its officers or employees, (ii) grant any severance or termination pay to, or enter into any employment or severance agreement, with any employee, (iii) enter into any collective bargaining agreement, (iv) establish, adopt, enter into or amend in any material respect any bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement deferred compensation, employment, termination, severance or other plan, trust, fund, policy or arrangement for the benefit of any directors, officers or employees; or (i) agree in writing or otherwise to take any of the foregoing actions.

Conduct of the Companies. From the date hereof until the Closing Date, the The Companies and the Subsidiaries shall in all material respects conduct their operations only business in the ordinary and usual course of business and consistent with past practice and will use their best efforts to preserve intact the Companies' and Subsidiaries' present business organization, keep available the services of their present officers and key employees and preserve their relationships with customers, suppliers and others having business dealings with them to the end that their goodwill and on-going business shall not be impaired. During such period the Companies shall promptly report to the Parent any occurrence or omission which shall have caused any representation or warranty of either Company hereunder to become untrue as of the time of such occurrence or omission, and shall confer on a regular and frequent basis with representatives of the Parent to report operational matters of a material nature and to report the general status of the ongoing operations of the business of the Companies and the Subsidiariescourse. Without limiting the generality of the foregoing, from the date hereof until the Closing DateClosing, neither the Companies nor any Subsidiary shallexcept as contemplated by this Agreement: (a) issue, sell or pledge, or authorize The Companies will not adopt or propose the issuance, sale any change in their Articles or pledge Certificate of any Company Securities Incorporation or any Subsidiary SecuritiesBylaws; (b) purchase or redeem or otherwise acquire, or propose to purchase or redeem or otherwise acquire, any outstanding shares of capital stock of any class (including Company Securities and Subsidiary Securities), or securities convertible into any such shares, or any rights, warrants or options to acquire any such shares or convertible securities; (c) declare or pay any dividend or distribution on any shares of its capital stock other than as approved in writing by the Parent, except as set forth on Schedule 6.01; (d) authorize, recommend, propose or announce an intention to authorize, recommend or propose, or The Companies will not enter into a letter of intent or amend any employment agreements (whether oral or not binding), an agreement in principle written) or an agreement with respect to any merger, consolidation or business combination (other than the transaction contemplated by this Agreement), any acquisition of assets or securities, any disposition of assets or securities, or any change in the capitalization of either Company or any Subsidiary, or an entry into a material contract other than in the ordinary course of business or any amendment or modification of any material contract rights; (e) take any action which would make any representation or warranty in this Agreement untrue or incorrect, as if made as of such time; (f) enter into any agreement, contract or commitment (other than in the ordinary course of business and other than agreements, contracts or commitments which were under negotiation on the date hereof and which are disclosed on Schedule 4.12) which, if entered into prior to the date hereof, would be required to be listed on Schedule 4.12; (g) enter into any contract, agreement, license or commitment which would be breached or violated or in respect of which a right of acceleration would be created by the execution, delivery and performance of this Agreement; (i) increase or agree to increase the compensation payable or to become payable by them to its officers any of their officers, directors, or employeesconsultants over the amount payable as of December 31, 1996, or increase the compensation payable to any other employees (other than (i) increases in the ordinary course of business which are not in the aggregate material to the Companies, or (ii) grant any severance or termination pay topursuant to plans disclosed in the Southern/ACA Disclosure Schedule), or enter into adopt or amend any employment employee benefit plan or severance agreementarrangement (oral or written); (c) Southern will not issue any Southern Securities and ACA will not issue any ACA Securities; (d) The Companies will keep in full force and effect any existing directors' and officers' liability insurance and will not modify or reduce the coverage thereunder; (e) The Companies will not pay any dividends or make any other distributions to holders of its capital stock nor redeem or otherwise acquire any Southern Securities or ACA Securities; (f) The Companies will not, directly or indirectly, dispose of or acquire any material properties or assets except in the ordinary course of business; (g) The Companies will not incur any additional indebtedness for borrowed money except pursuant to existing arrangements which have been disclosed to HCCH prior to the date hereof; (h) The Companies will not amend or change the period of exercisability or accelerate the exercisability of any outstanding options or warrants to acquire shares of capital stock, or accelerate, amend or change the vesting period of any outstanding restricted stock; (i) The Companies and each Shareholder will not knowingly take any action, other than those which have been disclosed to and approved by HCCH, that would prevent the accounting for the business combination to be effected hereunder as a pooling-of-interests; (j) The Companies and each of the Shareholders will not, directly or indirectly, agree or commit to do any of the foregoing; and (k) The Companies will not (i) change accounting methods except as necessitated by changes which the Companies are required to make in order to prepare their federal, state and local tax returns; (ii) amend or terminate any contract, agreement or license to which they are a party (except pursuant to arrangements previously disclosed in writing to HCCH or disclosed in the Southern/ACA Disclosure Schedule) except those amended or terminated in the ordinary course of business, consistent with any employeepast practices, or involving changes which are not materially adverse in amount or effect to the Companies; (iii) lend any amount to any person or entity, other than advances for travel and expenses which are incurred in the ordinary course of business consistent with past practices, and which are not material in amount to the Companies, which travel and expenses shall be documented by receipts for the claimed amounts; (iv) enter into any collective bargaining agreementguarantee or suretyship for any obligation except for the endorsements of checks and other negotiable instruments in ordinary course of business, consistent with past practice; (ivv) establish, adopt, enter into waive or amend in release any material respect right or claim except in the ordinary course of business, consistent with past practice; (vi) issue or sell any bonusshares of its capital stock of any class or any other of its securities, profit sharingor issue or create any warrants, thriftobligations, compensationsubscriptions, options, convertible securities, stock option, restricted appreciation rights or other commitments to issue shares of capital stock, pension, retirement deferred compensation, employment, termination, severance or take any action other than this transaction to accelerate the vesting of any outstanding option or other plansecurity (except pursuant to existing arrangements disclosed in writing to HCCH before the date of this Agreement); (vii) merge, trust, fund, policy consolidate or arrangement reorganize with or acquire any entity; (viii) agree to any audit assessment by any tax authority or file any federal or state income or franchise tax return unless copies of such returns have been delivered to HCCH for its review prior to such agreement or filing; and (ix) terminate the benefit employment of any directors, officers or employees; or (i) agree in writing or otherwise to take any of the foregoing actionskey executive employee.

Conduct of the Companies. (a) From the date hereof until the Closing Date, except as disclosed on Schedule 5.01 or as expressly contemplated by this Agreement, Seller Parent and Sellers shall cause each Company and each Subsidiary (i) to conduct the Business in the ordinary course, (ii) to use its commercially reasonable efforts to preserve intact its business organizations and relationships with third parties, (iii) to keep available the services of its present officers and employees, (iv) to manage working capital in the ordinary course consistent with past practice, and (v) to continue to make capital expenditures consistent with those contemplated by the Capex Budget. (b) From the date hereof until the Closing Date, Seller Parent and Sellers shall cause each Company and each Subsidiary to use their respective commercially reasonable efforts to (i) timely apply for renewal of all permits, licenses, authorizations and registrations necessary for operations and products of the Companies and the Subsidiaries shall conduct their operations only to comply with all applicable Laws, including Environmental Laws, (ii) renew the contract listed on Schedule 5.01(b)(ii) in the ordinary and usual course of business and consistent accordance with past practice and will use their best efforts to preserve intact the Companies' and its terms, (iii) make Bio-Lab’s and, as applicable, its Subsidiaries' present business organization, keep available the services of their present officers and key employees and preserve their relationships ’ planned expenditures with customers, suppliers and others having business dealings with them respect to the end that their goodwill New Household Product Line, (iv) complete the decommissioning, installation and on-going business shall not be impaired. During such period the Companies shall promptly report to the Parent any occurrence or omission which shall have caused any representation or warranty of either Company hereunder to become untrue as optimization of the time New Household Product Line prior to March 31, 2014 and (v) build up and maintain a quantity of such occurrence or omissionInventory sufficient to satisfy customer purchase orders during the period of decommissioning, installation and shall confer on a regular and frequent basis with representatives optimization of the Parent to report operational matters of a material nature and to report the general status of the ongoing operations of the business of the Companies and the Subsidiaries. Without limiting the generality of New Household Product Line. (c) Notwithstanding the foregoing, from the date hereof until the Closing DateClosing, neither except as disclosed on Schedule 5.01(c) or as expressly contemplated by this Agreement, without the prior written consent of Buyer (which consent, in the case of clauses (x), (xiii), (xix)(A), (xix)(B), (xx) and (xxi) below, shall not be unreasonably withheld, delayed or conditioned), Seller Parent and Sellers shall not, and shall cause each of the Companies nor and the Subsidiaries to not, take any Subsidiary shallof the following actions with respect to any Company or Subsidiary: (ai) adopt or propose any change in its certificate of incorporation or bylaws or equivalent organizational documents of any of the Companies or the Subsidiaries; (ii) issue, sell sell, pledge, dispose of, grant, transfer or pledgeencumber, or authorize or propose the issuance, sale sale, pledge, disposition, grant, transfer, or pledge of encumbrance of, any Company Securities or any Subsidiary Securities; (biii) merge or consolidate with any other Person; (iv) other than in the ordinary course of business, acquire assets in excess of $500,000 from any other Person; (v) sell, lease, license or otherwise dispose of, or create or incur any Lien on (except for Permitted Liens), any assets or property in excess of $500,000 except (A) pursuant to existing contracts or commitments or (B) otherwise in the ordinary course of business consistent with past practice; (vi) reclassify, combine, split, subdivide or amend the terms of, or redeem, purchase or redeem or otherwise acquire, directly or propose to purchase or redeem or otherwise acquireindirectly, any outstanding shares of capital stock of any class (including the Company Securities and or Subsidiary Securities), or securities convertible into any such shares, or any rights, warrants or options to acquire any such shares or convertible securities; (cvii) declare declare, set aside, make or pay any dividend or other distribution on any shares of its capital stock other than as approved in writing by the Parent, except as set forth on Schedule 6.01; (d) authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into a letter of intent cash (whether in stock or not binding), an agreement in principle property or an agreement any combination thereof) with respect to any of the Company Securities or Subsidiary Securities (whether by merger, consolidation or business combination otherwise); (viii) create, incur, assume, suffer to exist or otherwise be liable with respect to any Indebtedness having an aggregate principal amount (together with all other Indebtedness of the Companies and the Subsidiaries) outstanding at any time greater than $500,000, other than Indebtedness for borrowed money in the transaction contemplated by this Agreement)ordinary course of business consistent with past practice; (ix) make any loans, advances or capital contributions to, or investments in, any acquisition of assets or securitiesother Person, any disposition of assets or securities, or any change in the capitalization of either Company or any Subsidiary, or an entry into a material contract other than in the ordinary course of business or any amendment or modification of any material contract rightsconsistent with past practice; (ex) take other than those amendments, extensions or modifications described in Section 5.01(c)(xi) or in connection with actions permitted to be taken in connection with Section 5.01(c)(iv), Section 5.01(c)(v) and Section 5.01(c)(xiii), enter into, amend, extend or modify in any action which would make material respect or terminate, or otherwise waive, release or assign any representation material rights, claims or warranty in this Agreement untrue benefits of any of the Companies or incorrect, as if made as of such timethe Subsidiaries under any Material Contract; (fxi) amend, extend or modify those Material Contracts referred to on Schedule 5.01(c)(xi) to extend the purchase commitments thereunder for a period longer than six (6) months after the Closing Date; (xii) enter into any agreementcontract that limits or otherwise restricts in any material respect any Company, contract any Subsidiary or commitment any of their respective Affiliates or any successor thereto or that would reasonably be expected, after the Closing, to limit or restrict in any material respect any Company, any Subsidiaries, Buyer or any of their respective Affiliates, from engaging or competing in any line of business, in any location or with any Person; (xiii) authorize any capital expenditure in excess of $500,000, other than a capital expenditure made pursuant to the Capex Budget; (xiv) except as required by the terms of any Employee Plan or International Plan, forgive any loans to directors, officers, employees or any of their respective Affiliates; (xv) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any Company or Subsidiary or merge or consolidate any Company or Subsidiary with any Person; (xvi) except as may be required by Applicable Law or GAAP, change in any material respect any material method, policy, practice, procedure or principle of financial accounting; (xvii) sell, assign, transfer, license, abandon, permit to lapse, or otherwise dispose of, or take any action, or fail to take any action, that could reasonably be expected to result in the loss, lapse, abandonment, invalidity or unenforceability of, any right in any Intellectual Property material to the Business, other than in the ordinary course of business and other than agreements, contracts or commitments which were under negotiation on the date hereof and which are disclosed on Schedule 4.12) which, if entered into prior to the date hereof, would be required to be listed on Schedule 4.12business; (gxviii) enter into make or change any contractmaterial Tax election, agreement, license settle or commitment which would be breached compromise any claim for a material Tax refund or violated any other audit or other proceeding in respect of which a right material Taxes, file any material amended Tax Return or consent to any extension or waiver of acceleration any statute of limitations period in respect of material Taxes; (xix) other than as required by Applicable Law or an Employee Plan or International Plan, with respect to any Company Employee, (A) provide any new or additional compensation or benefits to any Company Employee, except in the ordinary course of business consistent with past practice or in the ordinary course in connection with promotions, (B) pay or commit to paying any pension, severance, retention, change-in-control, or retirement benefits, (C) amend any Employee Plan or International Plan (other than amendments that do not materially increase the cost to any Company or any Subsidiary of any Company of sponsoring, maintaining, or contributing to any Employee Plan or International Plan or of complying with any covenants contained in this Agreement), or enter into, adopt, implement, or otherwise commit to any new Benefit Plan that would be created by an Employee Plan or International Plan if it were in effect as of the executiondate of this Agreement, delivery or (D) establish, adopt, amend, or renew any collective bargaining agreement, and performance Seller Parent agrees not to, and shall cause each of its subsidiaries not to, engage in any of the activities set forth in any of clauses (i) through (iv) above to the extent that doing so would create any liability for any Company or any Subsidiary of any Company or otherwise increase the cost to any Company or any Subsidiary of any Company of complying with any covenants contained in this Agreement; (ixx) increase transfer the employment of any Company Employee to Seller Parent or agree to increase any of its subsidiaries other than any of the compensation payable Companies or to become payable to its officers or employees, (ii) grant any severance or termination pay tothe Subsidiaries, or enter into any transfer the employment or severance agreement, with any employee, (iii) enter into any collective bargaining agreement, (iv) establish, adopt, enter into or amend in any material respect any bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement deferred compensation, employment, termination, severance or other plan, trust, fund, policy or arrangement for the benefit of any directorsemployee of Seller Parent or any of its subsidiaries, officers other than a Company Employee, to any of the Companies or employeesany of the Subsidiaries; (xxi) except for any Proceedings described in Section 5.01(c)(xxii), settle (A) any Proceeding involving or against any Company or any Subsidiary involving an amount in excess of $500,000 or (B) any Proceeding that relates to the transactions contemplated by this Agreement or the Ancillary Agreements, in each case; (xxii) settle any Proceeding which relates to matters involving criminal conduct or principally involves equitable relief that would be applicable to the Companies or the Subsidiaries after the Closing; or (ixxiii) agree in writing or otherwise commit to take do any of the foregoing actionsforegoing.

Conduct of the Companies. From and after the date hereof until the earlier of the Closing Dateor the termination of this Agreement pursuant to ARTICLE XI, each Company shall, and ---------- the Companies Seller shall cause each Company to: (i) conduct its business substantially as presently operated and the Subsidiaries shall conduct their operations only in the ordinary and usual course of business and consistent with past practice and will practice; (ii) not enter into any transaction other than in the ordinary course of business, or any transaction which is not at arms-length with unaffiliated third Persons, or any transaction with any affiliated third Person; (iii) not dispose of any material assets; (iv) use their best commercially reasonable efforts to preserve intact the Companies' (A)maintain its business, assets, relations with present employees, customers and Subsidiaries' present suppliers, licenses and operations as an ongoing business organization, keep available the services of their present officers and key employees and preserve their relationships its goodwill, in accordance with customers, suppliers past custom and others having business dealings with them (B) to the end that their goodwill and on-going business shall not be impaired. During such period the Companies shall promptly report to the Parent any occurrence or omission which shall have caused any representation or warranty of either Company hereunder to become untrue as satisfy each of the time closing conditions set forth in ARTICLE IX; ---------- (v) not issue or sell any shares of such occurrence any capital stock or omissionissue or sell any securities convertible into, and shall confer on a regular and frequent basis with representatives exercisable or exchangeable for or options or warrants to purchase or rights to subscribe for, any shares of the Parent any of its capital stock, or enter into any agreement, contract or other commitment to report operational matters of a material nature and to report the general status of the ongoing operations of the business of the Companies and the Subsidiaries. Without limiting the generality do any of the foregoing, from the date hereof until the Closing Date, neither the Companies nor any Subsidiary shall: (a) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of any Company Securities or any Subsidiary Securities; (bvi) purchase or redeem or otherwise acquire, or propose to purchase or redeem or otherwise acquire, any outstanding shares of capital stock of any class (including Company Securities and Subsidiary Securities), or securities convertible into any such shares, or any rights, warrants or options to acquire any such shares or convertible securities; (c) not declare or pay any dividend or distribution on or with respect to its capital stock (other than dividends payable prior to Closing pursuant to SECTION 8.11), not change the number of authorized shares of ------------ its capital stock or reclassify, combine, split, subdivide or redeem or otherwise repurchase any shares of its capital stock, or issue, deliver, pledge or encumber any additional capital stock or other securities equivalent to or exchangeable for capital stock or enter into any Contract to do any of the foregoing; (vii) not take or omit to take any action which would result in the representations and warranties contained in this Agreement and the Related Documents being untrue on the Closing Date, other than such action as approved shall have been previously agreed to in writing by the Parent, except as set forth on Schedule 6.01;parties hereto or is otherwise expressly contemplated herein; and (dviii) authorizenot delay or postpone the payment of accounts payable and other obligations and liabilities or accelerate the collection of accounts receivable, recommend, propose or announce an intention to authorize, recommend or propose, or enter into a letter of intent (whether or not binding), an agreement in principle or an agreement with respect to any merger, consolidation or business combination (other than the transaction contemplated by this Agreement), any acquisition of assets or securities, any disposition of assets or securities, or any change in the capitalization of either Company or any Subsidiary, or an entry into a material contract other than in the ordinary course of business or any amendment or modification of any material contract rights; (e) take any action which would make any representation or warranty in this Agreement untrue or incorrect, as if made as of such time; (f) enter into any agreement, contract or commitment (other than in the ordinary course of business consistent with past custom and other than agreements, contracts or commitments which were under negotiation on the date hereof and which are disclosed on Schedule 4.12) which, if entered into prior to the date hereof, would be required to be listed on Schedule 4.12; (g) enter into any contract, agreement, license or commitment which would be breached or violated or in respect of which a right of acceleration would be created by the execution, delivery and performance of this Agreement; (i) increase or agree to increase the compensation payable or to become payable to its officers or employees, (ii) grant any severance or termination pay to, or enter into any employment or severance agreement, with any employee, (iii) enter into any collective bargaining agreement, (iv) establish, adopt, enter into or amend in any material respect any bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement deferred compensation, employment, termination, severance or other plan, trust, fund, policy or arrangement for the benefit of any directors, officers or employees; or (i) agree in writing or otherwise to take any of the foregoing actionspractice.

Conduct of the Companies. (a) From the date hereof until and prior to the earlier to occur of the Closing Date, the Companies and the Subsidiaries shall conduct their operations only date that this Agreement is terminated in accordance with Article IX (the ordinary and usual course of business and consistent with past practice and will use their best efforts to preserve intact the Companies' and Subsidiaries' present business organization“Interim Period”), keep available the services of their present officers and key employees and preserve their relationships with customers, suppliers and others having business dealings with them to the end that their goodwill and on-going business except as otherwise approved in writing by Buyer (which approval shall not be impaired. During unreasonably withheld, conditioned or delayed, and provided that consent shall be deemed to have been given if Buyer does not object within five (5) Business Days after the date on which Seller requests such period consent), Seller shall cause the Companies Company Entities to: (i) conduct their respective businesses in all material respects in the Ordinary Course of Business; (ii) use commercially reasonable efforts to preserve, maintain and protect the assets and properties of the Company Entities, ordinary wear and tear excepted; provided, that such efforts shall promptly report not include any requirement or obligation to make any payment or assume any Liability not otherwise required to be paid or assumed by the terms of an existing Contract or offer or grant any financial accommodation or other benefit not otherwise required to be made by the terms of an existing Contract; and (iii) continue in full force and effect without material modification all insurance policies that are material to the Parent any occurrence or omission which shall have caused any representation or warranty of either Company hereunder to become untrue Entities, taken as of the time of such occurrence or omission, and shall confer on a regular and frequent basis with representatives of the Parent to report operational matters of a material nature and to report the general status of the ongoing operations of the business of the Companies and the Subsidiaries. whole. (b) Without limiting the generality of the foregoing, from during the date hereof until the Closing DateInterim Period, neither the Companies nor any Subsidiary shall: (a) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of any Company Securities or any Subsidiary Securities; (b) purchase or redeem or except as otherwise acquire, or propose to purchase or redeem or otherwise acquire, any outstanding shares of capital stock of any class (including Company Securities and Subsidiary Securities), or securities convertible into any such shares, or any rights, warrants or options to acquire any such shares or convertible securities; (c) declare or pay any dividend or distribution on any shares of its capital stock other than as approved in writing by Buyer (which approval shall not be unreasonably withheld, conditioned or delayed, and; provided, that consent shall be deemed to have been given if Buyer does not object within five (5) Business Days after the Parentdate on which Seller requests such consent), except as set forth on Schedule 6.01Seller shall cause the Company Entities not to: (i) amend the Governing Documents of any Company Entity other than amendments which are ministerial in nature, necessary to consummate the Transaction or not otherwise material to the Transaction; (dii) authorizeauthorize for issuance, recommendissue, propose grant, sell, deliver, reclassify, combine, split, subdivide, purchase, redeem, retire, dispose of, pledge or announce an intention to authorize, recommend or proposeotherwise encumber any share capital of any Company Entity, or enter any securities convertible into a letter or exchangeable or exercisable for any share capital of intent (whether any Company Entity, or not binding), an agreement in principle issue any rights to subscribe for or an agreement with respect acquire any shares or Interests of any Company Entity to any mergerPerson other than Seller or any other Company Entity; (iii) except as required by IFRS or applicable Law, consolidation change any accounting methods, principles or business combination practices of any Company Entity; (iv) (x) sell, transfer or otherwise dispose of any of the material assets of the Company Entities having a value in excess of $5,000,000 in the aggregate to any Person (other than the transaction contemplated by this Agreement), to any acquisition of assets or securities, any disposition of assets or securities, or any change other Company Entity) except (A) pursuant to Contracts in the capitalization of either Company or any Subsidiary, or an entry into a material contract other than in the ordinary course of business or any amendment or modification of any material contract rights; (e) take any action which would make any representation or warranty in this Agreement untrue or incorrect, as if made as of such time; (f) enter into any agreement, contract or commitment (other than in the ordinary course of business and other than agreements, contracts or commitments which were under negotiation force on the date hereof and which are disclosed made available to Buyer on Schedule 4.12) which, if entered into or prior to the date hereof, would be required to be listed on Schedule 4.12or (B) sales, transfers or dispositions of obsolete or replaced assets, inventory, equipment or replacement parts in the Ordinary Course of Business, or (y) encumber any such assets other than with a Permitted Lien, in each case; (gv) permit any Company Entity to make any loans, advances or capital contributions to or investments in any Person (other than any Company Entity) in excess of $2,500,000 in the aggregate; (vi) enter into or materially amend or waive any contract, agreement, license or commitment which would be breached or violated or material provision of any Material Contract other than in respect the Ordinary Course of which a right of acceleration would be created by the execution, delivery and performance of this AgreementBusiness; (ivii) increase or agree to increase the compensation payable or to become payable to its officers or employeesliquidate, (ii) grant any severance or termination pay todissolve, or enter into any employment or severance agreement, with any employee, (iii) enter into any collective bargaining agreement, (iv) establish, adopt, enter into or amend in any material respect any bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement deferred compensation, employment, termination, severance or other plan, trust, fund, policy or arrangement for the benefit of any directors, officers or employees; or (i) agree in writing recapitalize or otherwise wind up its business or adopt a plan with respect to take any of the foregoing actions.foregoing;

Conduct of the Companies. From the date hereof of the execution of this Agreement until the Closing DateClosing, the Sellers shall cause the Companies and the Subsidiaries shall to conduct their operations only businesses in all material respects in the ordinary and usual course of business and consistent with past practice and will use their best efforts to preserve intact the Companies' and Subsidiaries' present business organization, keep available the services of their present officers and key employees and preserve their relationships with customers, suppliers and others having business dealings with them to the end that their goodwill and on-going business shall not be impaired. During such period the Companies shall promptly report to the Parent any occurrence or omission which shall have caused any representation or warranty of either Company hereunder to become untrue as of the time of such occurrence or omission, and shall confer on a regular and frequent basis with representatives of the Parent to report operational matters of a material nature and to report the general status of the ongoing operations of the business of the Companies and the Subsidiariescourse. Without limiting the generality of the foregoing, from the date hereof until the Closing Dateor a termination of this Agreement, neither and except as contemplated by this Agreement, each of the Sellers shall cause each of the Companies nor any Subsidiary shallto: (a) issue, sell or pledge, or authorize not adopt or propose the issuance, sale any change in its Articles or pledge Certificate of any Company Securities Incorporation or any Subsidiary SecuritiesBylaws or partnership agreement; (b) purchase or redeem or otherwise acquire, or propose to purchase or redeem or otherwise acquire, any outstanding shares of capital stock of any class (including Company Securities and Subsidiary Securities), or securities convertible into any such shares, or any rights, warrants or options to acquire any such shares or convertible securities; (c) declare or pay any dividend or distribution on any shares of its capital stock other than as approved in writing by the Parent, except as set forth on Schedule 6.01; (d) authorize, recommend, propose or announce an intention to authorize, recommend or propose, or not enter into a letter of intent or amend any employment agreements (whether oral or not binding), an agreement in principle written) or an agreement with respect to any merger, consolidation or business combination (other than the transaction contemplated by this Agreement), any acquisition of assets or securities, any disposition of assets or securities, or any change in the capitalization of either Company or any Subsidiary, or an entry into a material contract other than in the ordinary course of business or any amendment or modification of any material contract rights; (e) take any action which would make any representation or warranty in this Agreement untrue or incorrect, as if made as of such time; (f) enter into any agreement, contract or commitment (other than in the ordinary course of business and other than agreements, contracts or commitments which were under negotiation on the date hereof and which are disclosed on Schedule 4.12) which, if entered into prior to the date hereof, would be required to be listed on Schedule 4.12; (g) enter into any contract, agreement, license or commitment which would be breached or violated or in respect of which a right of acceleration would be created by the execution, delivery and performance of this Agreement; (i) increase or agree to increase the compensation payable or to become payable by it to any of its officers officers, directors, or employeesconsultants over the amount payable as of September 30, 1997, or increase the compensation payable to any other employees (other than (i) increases in the ordinary course of business which are not in the aggregate material, or (ii) grant any severance or termination pay topursuant to plans disclosed in Seller Disclosure Schedule, or enter into any employment or severance agreement, with any employee, (iii) payment to Xxxxxxxx of a salary from January 1, 1998 to Closing of a pro rated portion of an annual salary of $375,000), or adopt or amend any employee benefit plan or arrangement (oral or written), or (iv) adopt or amend any employee benefit plan or arrangement (oral or written), except that the Companies agree to terminate the Amended and Restated Guarantee Insurance Resources 401(k) Profit Sharing Plan ("GIR Plan") by appropriate action of such Boards of Directors or other proper entities prior to the Closing Date (although the parties understand that liquidation of the GIR Plan and a determination letter filing with the IRS will occur after the Closing Date); (c) not issue any IAI Securities or GIR Securities other than such IAI securities issued to Xxxxxxx as compensation for prior services rendered to the Companies; (d) not terminate any existing directors' or officers' or similar liability insurance and not modify or reduce the coverage thereunder; (e) not pay any dividend or make any other distribution to holders of its capital stock or partnership interests in excess of Taxes on 1998 Earnings up to the Closing as provided in Section 2.11(e) hereof and distributions of earnings (through dividends or partnership distributions) by the Companies for periods prior to 1998, nor redeem or otherwise acquire any IAI Securities or GIR Securities; (f) not, directly or indirectly, dispose of or acquire any material properties or assets except in the ordinary course of business; (g) not incur any additional indebtedness for borrowed money except pursuant to existing arrangements which have been disclosed to Purchasers prior to the date hereof; (h) not (i) change accounting methods except as necessitated by changes which such Company is required to make in order to prepare its federal, state and local tax returns; (ii) amend or terminate any contract, agreement or license to which it is a party (except pursuant to arrangements previously disclosed in writing to Purchasers or disclosed in the Seller Disclosure Schedule) except those amended or terminated in the ordinary course of business, consistent with past practices, or involving changes which are not materially adverse in amount or effect to such Company individually or taken as a whole; (iii) lend any amount to any person or entity, other than advances for travel and expenses which are incurred in the ordinary course of business consistent with past practices, and which are not material in amount to such Company taken as a whole, which travel and expenses shall be documented by receipts for the claimed amounts; (iv) enter into any collective bargaining agreementguarantee or suretyship for any obligation except for the endorsements of checks and other negotiable instruments in ordinary course of business, consistent with past practice; (ivv) establish, adopt, enter into waive or amend in release any material respect right or claim; (vi) issue or sell any bonusshares of its capital stock of any class or any other of its securities, profit sharingor issue or create any warrants, thriftobligations, compensationsubscriptions, options, convertible securities, stock option, restricted appreciation rights or other commitments to issue shares of capital stock, pension, retirement deferred compensation, employment, termination, severance or take any action other than this transaction to accelerate the vesting of any outstanding option or other plansecurity (except pursuant to existing arrangements disclosed in writing to Purchasers before the date of this agreement); (vii) merge, trust, fund, policy consolidate or arrangement for the benefit of reorganize with or acquire any directors, officers or employeesentity; or (iviii) agree in writing to any audit assessment by any tax authority or otherwise file any federal or state income or franchise tax return unless copies of such returns have been delivered to take any of the foregoing actions.Purchasers for its review prior to such agreement or filing; and

Conduct of the Companies. From Except as disclosed on Schedule 5.01, from the date hereof until the Closing Date, the Companies Sellers shall cause each Company and the Subsidiaries shall Subsidiary to conduct their operations only its business in the ordinary course consistent with past practice (including, without limitation, collecting receivables and usual paying or otherwise satisfying obligations and liabilities on a timely basis as they become due in the ordinary course of business and consistent with past practice practice) and will to use their best its reasonable efforts to preserve intact the Companies' its assets, business organizations and Subsidiaries' present business organization, relationships with third parties and to keep available the services of their its present officers and key employees and preserve their relationships with customers, suppliers and others having business dealings with them to the end that their goodwill and on-going business shall not be impaired. During such period the Companies shall promptly report to the Parent any occurrence or omission which shall have caused any representation or warranty of either Company hereunder to become untrue as of the time of such occurrence or omission, and shall confer on a regular and frequent basis with representatives of the Parent to report operational matters of a material nature and to report the general status of the ongoing operations of the business of the Companies and the Subsidiariesemployees. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, neither except as disclosed on Schedule 5.01 or as otherwise expressly contemplated by this Agreement, without the Companies nor prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed), the Sellers will not permit any Company or Subsidiary shallto take any of the following actions: (a) issue, sell or pledge, or authorize or propose the issuance, sale or pledge amend (i) any term of any outstanding security of any Company Securities or (ii) any Subsidiary Securitiesmaterial term of any outstanding security of any Subsidiary; (b) purchase or repurchase, redeem or otherwise acquire, acquire directly or propose to purchase or redeem or otherwise acquire, indirectly any outstanding shares of capital stock or other securities of any class Company or Subsidiary; (including Company Securities and Subsidiary Securities)c) issue, sell, transfer, pledge, dispose of or encumber any shares of, or securities convertible into any such sharesor exchangeable for, or options, warrants, calls, commitments or rights of any rights, warrants or options kind to acquire any such shares or convertible securities; (c) declare or pay any dividend or distribution on any shares of its capital stock or other securities of any Company, Subsidiary or Minority Held Entity (other than as approved any such issuance, sale, transfer, pledge, disposition or encumbrance to or in writing by favor of any other Company or Subsidiary effected with the Parentprior written consent of Buyer, except as set forth on Schedule 6.01which shall not be unreasonably withheld); (d) authorizeincur, recommendassume or guarantee any Indebtedness, propose or announce an intention to authorize, recommend or propose, or enter into a letter of intent (whether or not binding), an agreement in principle or an agreement with respect to any merger, consolidation or business combination (other than (i) trade accounts payable, (ii) short-term working capital financing and (iii) any obligation for the transaction contemplated by this Agreement)deferred purchase price of property or services, in each case, incurred in the ordinary course of business consistent with past practices; (e) mortgage or pledge any acquisition shares of assets capital stock of any Company, Subsidiary or securities, any disposition of assets or securities, Minority-Held Entity or any change in the capitalization material assets of either any Company or any Subsidiary, or an entry into create or suffer to exist any material Lien thereupon; (f) make any loan, advance or capital contribution to or investment in any Person in excess of $1,000,000, other than (i) loans, advances or capital contributions to or investments in any Company or Subsidiary or loans or advances to any Seller or its Affiliates effected with the prior written consent of Buyer, which shall not be unreasonably withheld and (ii) loans or advances to employees for payment of business expenses in the ordinary course of business consistent with past practice; (g) acquire or create a new Subsidiary or invest in a new Minority-Held Entity or acquire material contract assets or property from any other Person, or sell, lease, license or otherwise dispose of any material assets or property, other than in the ordinary course of business or any amendment or modification of any material contract rightsconsistent with past practice; (eh) take any action which would make any representation change to any method of accounting or warranty accounting practice of any Company or Subsidiary except for any such change required by reason of a concurrent change in this Agreement untrue generally accepted accounting principles or incorrect, as if made as of such timechange its auditors; (fi) enter into except as required by generally accepted accounting principles, revalue in any agreementmaterial respect any of its assets, contract including without limitation writing down the value of inventory or commitment writing-off notes or accounts receivable other than in the ordinary course of business; (i) increase the compensation of any present or former director, officer or employee of any Company or Subsidiary (except (x) as required by applicable law, (y) in the ordinary course of business consistent with past practice or (z) for the payment of accrued or earned but unpaid bonuses); (ii) grant any severance or termination pay to any present or former director, officer or employee of any Company or Subsidiary (other than in the ordinary course of business and consistent with past practice); (iii) loan or advance any money or other property to any officer of any Company or Subsidiary (other than agreementsloans or advances for payment of business expenses in the ordinary course of business consistent with past practice); (iv) except as required by law, contracts establish, adopt, amend or commitments which terminate any Employee Plan or any plan, agreement, arrangement or policy that, if it were under negotiation in existence on the date hereof hereof, would be an Employee Plan, except that the Companies and the Subsidiaries may amend any such existing Employee Plan to the extent that such amendment would not result in more than a de minimis increase in the costs or liabilities under such plan; (v) increase the funding obligation or contribution rate of any Title IV Plan (other than consistent with past practice or as required by applicable law); (vi) grant any equity or equity-based awards; or (vii) cause or permit to occur an acceleration of contributions under Section 8 of the Contribution Agreement or otherwise make any employer contributions to the Profit Sharing Plan in excess of the minimum required contribution amounts pursuant to the Contribution Agreement. (k) other than in the ordinary course of business consistent with past practice, (i) make or rescind, or permit to be made or rescinded, any material Tax election with respect to any Company or Subsidiary or amend any material Return, (ii) change any of its material methods of reporting income or deductions for Tax purposes, (iii) compromise, or permit to be compromised, any material Tax liability of any Company or any Subsidiary material to the Companies and the Subsidiaries or (iv) issue a waiver to extend the period of limitations for the payment or assessment of any Tax; (l) settle or compromise any material action, suit, litigation or other proceeding, whether administrative, civil or criminal, in law or in equity, or before any Governmental Authority or in any arbitral or similar proceeding; (m) amend its certificate of incorporation or bylaws (or similar constituent documents); (n) split, combine, subdivide or reclassify its outstanding shares of capital stock or declare, set aside or pay any dividend or other distribution payable in stock or property (or any other form except for cash) with respect to its capital stock, or declare or set aside any dividend or distribution, the payment date for which are disclosed on Schedule 4.12is after the Closing Date or that would render any Subsidiary insolvent, leave it with unreasonably small capital or otherwise not be permitted by applicable law or contractual obligations; (o) whichenter into or adopt a plan or agreement of recapitalization, reorganization, merger or consolidation or adopt a plan of complete or partial liquidation or dissolution; (p) enter into or amend (i) any agreement with any director or executive officer of any Seller or any of its Affiliates or (ii) any agreement that is, or if entered into prior to the date hereofhereof would have been, would be required to be listed on Schedule 4.12; (g) enter into any contract, agreement, license or commitment which would be breached or violated or in respect of which a right of acceleration would be created by the execution, delivery and performance of this Agreement; (i) increase or agree disclosed pursuant to increase the compensation payable or to become payable to its officers or employees, (ii) grant any severance or termination pay to, or enter into any employment or severance agreement, with any employee, (iii) enter into any collective bargaining agreement, (iv) establish, adopt, enter into or amend in any material respect any bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement deferred compensation, employment, termination, severance or other plan, trust, fund, policy or arrangement for the benefit of any directors, officers or employeesSection 3.12(a); or (iq) agree in writing or otherwise commit to take do any of the foregoing actionsforegoing.

Conduct of the Companies. From the date hereof of this Agreement until the Closing DateClosing, the Companies and the Subsidiaries shall conduct their operations only businesses in the ordinary and usual course of business and consistent with past practice and will shall use their its commercially reasonable best efforts to preserve intact the Companies' and Subsidiaries' present its business organization, keep available the services of their present officers and key employees and preserve their relationships with customers, suppliers and others having business dealings with them to the end that their goodwill and on-going business shall not be impaired. During such period the Companies shall promptly report to the Parent any occurrence or omission which shall have caused any representation or warranty of either Company hereunder to become untrue as of the time of such occurrence or omission, and shall confer on a regular and frequent basis with representatives of the Parent to report operational matters of a material nature and to report the general status of the ongoing operations of the business of the Companies and the Subsidiaries. Without limiting the generality of the foregoingforegoing and, without the prior written consent of the Parent, from the date hereof of this Agreement until the Closing Date, neither the Companies nor any Subsidiary shallClosing: (ai) issue, sell or pledge, or authorize The Companies will not adopt or propose the issuance, sale any change in its certificate of formation or pledge articles of any Company Securities organization or any Subsidiary Securitiesoperating agreement; (bii) purchase The Companies will not adopt a plan or redeem agreement of complete or otherwise acquirepartial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or propose to purchase other reorganization of the Companies; (iii) The Companies will not issue or redeem or otherwise acquire, sell any outstanding shares of capital stock of any class (including Company Securities and Subsidiary Securities)equity of, or securities convertible into any such sharesor exchangeable for, or options, warrants, calls, commitments or rights of any rightskind to acquire, warrants any equity of any class or options to acquire any such shares or convertible securitiesseries of the Companies; (civ) declare The Companies will not (A) split, combine, subdivide or reclassify its outstanding equity, or (B) declare, set aside or pay any dividend distribution payable in cash, equity or distribution on any shares of its capital stock other than as approved in writing by the Parent, except as set forth on Schedule 6.01property with respect to their equity; (dv) authorizeThe Companies will not redeem, recommend, propose purchase or announce an intention to authorize, recommend otherwise acquire directly or propose, or enter into a letter indirectly any equity of intent (whether or not binding), an agreement in principle or an agreement with respect to any merger, consolidation or business combination (other than the transaction contemplated by this Agreement), any acquisition of assets or securities, any disposition of assets or securities, or any change in the capitalization of either Company or any Subsidiary, or an entry into a material contract other than in the ordinary course of business or any amendment or modification of any material contract rightsCompanies; (evi) take The Companies will not amend the terms (including the terms relating to accelerating the vesting or lapse of repurchase rights or obligations) of any action which would make any representation employee equity options or warranty in this Agreement untrue or incorrect, as if made as of such timeother equity based awards; (fvii) enter into any agreement, contract or commitment The Companies will not (other than in the ordinary course of business and other than agreements, contracts or commitments which were under negotiation on the date hereof and which are disclosed on Schedule 4.12) which, if entered into prior to the date hereof, would be required to be listed on Schedule 4.12; (g) enter into any contract, agreement, license or commitment which would be breached or violated or in respect of which a right of acceleration would be created by the execution, delivery and performance of this Agreement; (i) increase or agree to increase the compensation payable or to become payable to its officers or employees, (iiA) grant any severance or termination pay to, to (or enter into amend any employment such existing arrangement with) any officer or severance agreement, with any employeeemployee of the Companies, (iiiB) enter into any collective bargaining employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any officer or employee of the Companies, (ivC) establishincrease any benefits payable under any existing severance or termination pay policies or employment agreements, adopt(D) increase (or amend the terms of) any compensation, bonus or other benefits payable to officers or employees of the Companies, or (E) permit any officer or employee who is not already a party to an agreement or a participant in a plan providing benefits upon or following a “change in control” to become a party to any such agreement or a participant in any such plan; (viii) The Companies will not acquire any assets or property of any other Person except in the ordinary course of business consistent with past practice; (ix) The Companies will not sell, lease, license or otherwise dispose of any assets or property except pursuant to existing contracts or commitments or except in the ordinary course of business consistent with past practice; (x) The Companies will not enter into any joint venture, partnership or amend other similar arrangement; (xi) The Companies will not take any action that would make any representation or warranty of the Companies hereunder inaccurate in any material respect any bonusat, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement deferred compensation, employment, termination, severance or other plan, trust, fund, policy or arrangement for the benefit as of any directorstime prior to, officers or employees; orthe Closing Date; (ixii) The Companies will not make or change any material Tax election, settle any material audit or file any material amended Tax Returns; (xiii) The Companies will not incur any indebtedness, other than ordinary trade payables incurred in the ordinary course (it being understood and agreed that the accrual of interest with respect to indebtedness in existence on the date of this Agreement shall not be deemed to be incurrence of indebtedness); and (xiv) The Companies will not agree in writing or otherwise commit to take do any of the foregoing actionsforegoing.

Conduct of the Companies. (a) From the date hereof until and prior to the earlier to occur of the Closing Date, the Companies Date and the Subsidiaries shall conduct their operations only date that this Agreement is terminated in accordance with Article IX (the ordinary and usual course of business and consistent with past practice and will use their best efforts to preserve intact the Companies' and Subsidiaries' present business organization“Interim Period”), keep available the services of their present officers and key employees and preserve their relationships with customers, suppliers and others having business dealings with them to the end that their goodwill and on-going business except as otherwise approved in writing by Buyer (which approval shall not be impaired. During unreasonably withheld, conditioned or delayed, and provided that consent shall be deemed to have been given if Buyer does not object within five (5) Business Days after the date on which Seller requests such period consent), Seller shall cause the Companies shall promptly report Company Entities to: (i) conduct their respective businesses in all material respects in the Ordinary Course of Business; and (ii) use commercially reasonable efforts to preserve, maintain and protect the Parent any occurrence or omission which shall have caused any representation or warranty of either Company hereunder to become untrue as assets and properties of the time Company Entities, ordinary wear and tear excepted; provided, that such efforts shall not include any requirement or obligation to make any payment or assume any Liability not otherwise required to be paid or assumed by the terms of such occurrence an existing Contract or omission, and shall confer on a regular and frequent basis with representatives offer or grant any financial accommodation or other benefit not otherwise required to be made by the terms of the Parent to report operational matters of a material nature and to report the general status of the ongoing operations of the business of the Companies and the Subsidiaries. an existing Contract. (b) Without limiting the generality of the foregoing, from during the date hereof until the Closing DateInterim Period, neither the Companies nor any Subsidiary shall: (a) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of any Company Securities or any Subsidiary Securities; (b) purchase or redeem or except as otherwise acquire, or propose to purchase or redeem or otherwise acquire, any outstanding shares of capital stock of any class (including Company Securities and Subsidiary Securities), or securities convertible into any such shares, or any rights, warrants or options to acquire any such shares or convertible securities; (c) declare or pay any dividend or distribution on any shares of its capital stock other than as approved in writing by Buyer (which approval shall not be unreasonably withheld, conditioned or delayed, and; provided, that consent shall be deemed to have been given if Buyer does not object within five (5) Business Days after the Parentdate on which Seller requests such consent), except as set forth on Schedule 6.01Seller shall cause the Company Entities not to: (i) amend the Governing Documents of any Company Entity other than amendments which are ministerial in nature or necessary to consummate the Transaction or not otherwise material to the Transaction or any Company Entity; (dii) authorizeauthorize for issuance, recommendissue, propose grant, sell, deliver, dispose of, pledge or announce an intention to authorize, recommend or proposeotherwise encumber any Interests of any Company Entity, or enter any securities convertible into a letter or exchangeable or exercisable for any share capital of intent (whether any Company Entity, or not binding), an agreement in principle issue any rights to subscribe for or an agreement with respect acquire any shares or Interests of any Company Entity to any mergerPerson, consolidation in each of the foregoing cases, other than to Seller or business combination any other Company Entity; (iii) except as required or permitted by IFRS, applicable Law or any Governmental Authority, change any accounting methods, principles or practices of any Company Entity; (iv) (x) sell, transfer or otherwise dispose of any of the material assets of the Company Entities having a value in excess of $5,000,000 in the aggregate to any Person (other than the transaction contemplated by this Agreement), to any acquisition of assets or securities, any disposition of assets or securities, or any change other Company Entity) except (A) pursuant to Contracts in the capitalization of either Company or any Subsidiary, or an entry into a material contract other than in the ordinary course of business or any amendment or modification of any material contract rights; (e) take any action which would make any representation or warranty in this Agreement untrue or incorrect, as if made as of such time; (f) enter into any agreement, contract or commitment (other than in the ordinary course of business and other than agreements, contracts or commitments which were under negotiation force on the date hereof and which are disclosed made available to Buyer on Schedule 4.12) which, if entered into or prior to the date hereof, would be required to be listed on Schedule 4.12or (B) sales, transfers or dispositions of obsolete or replaced assets, inventory, equipment or replacement parts in the Ordinary Course of Business, or (y) encumber any such assets other than with a Permitted Lien, in each case; (gv) permit any Company Entity to make any loans, advances or capital contributions to or investments in any Person (other than any Company Entity) in excess of $2,500,000 in the aggregate; (vi) enter into or materially amend or waive any contract, agreement, license or commitment which would be breached or violated or material provision of any Material Contract other than in respect the Ordinary Course of which a right of acceleration would be created by the execution, delivery and performance of this AgreementBusiness; (ivii) increase except as set forth in Section 6.1(b)(vii) of the Seller Disclosure Schedule, liquidate, dissolve, recapitalize or otherwise wind up its business; (viii) merge or consolidate with, or purchase substantially all of the assets or business of, or a majority of the voting equity interests in, any Person in excess of $5,000,000 in the aggregate; (ix) grant or agree to increase the compensation payable or grant to become payable to its officers or employees, (ii) grant any severance or termination pay to, or enter into officer of any employment or severance agreement, with any employee, (iii) enter into any collective bargaining agreement, (iv) establish, adopt, enter into or amend in Company Entity any material respect any increase in wages or bonus, severance, profit sharing, thriftretirement, compensationinsurance or other compensation or benefits, stock optionor establish any new compensation or benefit plans or arrangements, restricted stockor amend or agree to amend any existing employee benefit plans, pensionexcept (w) as may be required under applicable Laws, retirement deferred compensation(x) pursuant to the employee benefit plans or collective bargaining agreements of any of the Company Entities in effect on the date hereof, (y) in the Ordinary Course of Business or (z) pursuant to an employment, terminationretention, severance change-of-control or other plansimilar type of Contract existing as of the date hereof; (x) fail to timely file any material Tax Return required to be filed (after taking into account any extensions), trustprepare, fundamend or file any Tax Return that is materially inconsistent with elections made, policy positions taken or arrangement methods used in preparing or filing similar Tax Returns in prior periods, fail to timely pay any material Tax that is due and payable by the applicable entity, make, change or rescind any material tax election not required by Law that could have a continuing effect on any Company Entity following the Closing Date, settle or compromise any claim relating to material Taxes, surrender any claim for the benefit a refund of material Taxes, consent to any extension or waiver of any directorslimitation period with respect to any claim or assessment for material Taxes, officers enter into any closing agreement or employeessimilar agreement relating to material Taxes, or adopt or change any material Tax accounting principle, method, period or practice; (xi) settle or compromise any Action in excess of $2,500,000 individually or $5,000,000 in the aggregate; (xii) submit any offer in any public tender process to develop or construct new energy infrastructure and related assets of the Chilean National Transmission System (Sistema de Transmision Nacional); (xiii) declare any capital reduction unless such capital reduction is paid on or before Closing; or (ixiv) agree agree, whether in writing or otherwise otherwise, to take do any of the foregoing actionsforegoing. (c) Nothing contained in this Agreement shall be construed to give Buyer or any of its Affiliates, directly or indirectly, any right to control or direct the businesses of the Company Entities prior to the Closing or any other businesses or operations of Seller or its Affiliates. Prior to the Closing, Seller shall exercise such control and supervision of the Company Entities and of their respective businesses and operations as is consistent with the terms and conditions of this Agreement and their respective Governing Documents. (d) From the date of this Agreement until the Closing Date, Seller shall ensure that all material policies of insurance relating to the business or assets of the Company Entities in force as of the date hereof (the “Current Insurance Policies”) provide coverage in accordance with Seller’s standard practice and in accordance with relevant and applicable Laws, and are kept in force and renewed when required in accordance with past practices.