Common use of Conduct of the Company’s Business Clause in Contracts

Conduct of the Company’s Business. The Company covenants and agrees that, prior to the Effective Time, unless Parent shall otherwise consent in writing or as otherwise expressly contemplated by this Agreement: (a) the business of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and each of the Company and the Subsidiaries shall use its best efforts to preserve intact its present business organization, keep available the services of its current officers and employees, maintain its assets (other than those permitted to be disposed of hereunder) in good repair and condition, maintain its books of account and records in the usual, regular and ordinary manner and preserve its goodwill and ongoing business; (b) the Company shall not directly or indirectly do any of the following: (i) issue, sell, pledge, dispose of or encumber (or permit any of the Subsidiaries to issue, sell, pledge, dispose of or encumber) (A) any capital stock of the Company or any of the Subsidiaries, or (B) any property or assets (including Intellectual Property) of the Company or any of the Subsidiaries, except inventory and immaterial assets in the ordinary course of business consistent with past practice; (ii) amend or propose to amend its Certificate of Incorporation or Bylaws; (iii) split, combine or reclassify any outstanding shares of its capital stock, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to such shares (except for any dividends paid in the ordinary course to the Company or to any Subsidiary); (iv) redeem, purchase, acquire or offer to acquire (or permit any of the Subsidiaries to redeem, purchase, acquire or offer to acquire) any shares of its capital stock; or (v) enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this paragraph (b); (c) neither the Company nor any of the Subsidiaries shall (i) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or securities convertible or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock of any class or other property or assets; (ii) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof (except a Subsidiary) or any material amount of assets; (iii) incur or guarantee any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practices, or refinance any such indebtedness or issue or sell any debt securities; (iv) enter into or modify any material contract, lease, agreement or commitment, or permit or perform any act that would cause a material breach of any such contract, lease, agreement or commitment; (v) terminate, modify, assign, waive, release or relinquish any material contract rights or amend any material rights or claims; (vi) discharge or satisfy any material claim or settle or compromise any material claim, action, suit or proceeding pending or threatened against the Company or any of the Subsidiaries, or, if the Company or any of the Subsidiaries may be liable or obligated to provide indemnification, against the Company's directors or officers, before any court, governmental agency or arbitrator; (vii) make any loans, advances (except for travel and similar expenses to employees of the Company in the ordinary course of business) or capital contributions to or investments in, any other person, except as may be required under agreements in effect as of and identified on Schedule 4.20 hereto and upon prior notice to Parent; (viii) alter through merger, liquidation, reorganization, restructuring or in any other manner the corporate structure or ownership of any Subsidiary; (ix) violate or fail to perform any obligation imposed upon the Company or any of the Subsidiaries by any applicable laws, orders or decrees, ordinances, government rules or regulations or conciliation agreements if such violation or failure would have a Material Adverse Effect; or (x) to the extent not described herein, take any action described in Section 4.07 hereof; (d) neither the Company nor any of the Subsidiaries shall grant any increase in the salary or other compensation of its directors, officers or employees, except reasonable salary increases, in the case of employees who are not directors or executive officers of the Company or any of the Subsidiaries, in the ordinary course of business consistent with past practice, or grant any bonus to any employee (except pursuant to plans disclosed herein) or enter into any employment agreement or make any loan (except for expenses in the ordinary course of business) to or enter into any material transaction of any other nature with any employee of the Company or any Subsidiary; (e) except as contemplated by Sections 7.06(b) and 7.07, neither the Company nor any of the Subsidiaries shall take any action to institute any new severance or termination pay practices with respect to any directors, officers or employees of the Company or the Subsidiaries or to increase the benefits payable under its severance or termination pay practices, PROVIDED, HOWEVER, that the Company shall be permitted to transmit a letter describing certain vesting benefits for four employees previously identified to Parent in a form acceptable to Parent prior to the Effective Time; (f) neither the Company nor any of the Subsidiaries shall adopt or amend, in any material respect, any plan for the benefit or welfare of any directors, officers or employees, except as contemplated hereby or as may be required by applicable law or regulation; (g) each of the Company and the Subsidiaries shall use its best efforts, to the extent not prohibited by the foregoing provisions of this Section 7.01, to maintain its relationships with its suppliers and customers, clients, and others having business dealings with it.

Conduct of the Company’s Business. The Company covenants and agrees that, prior to the Effective Time, unless Parent shall otherwise consent in writing or as otherwise expressly contemplated by this Agreement: (ai) the business of the Company and the Subsidiaries shall be conducted in all material respects only in, and the Company and the Subsidiaries shall not take any material action except in, the ordinary course of business consistent with past practice and each of the Company and the Subsidiaries shall use its best commercially reasonable efforts to preserve intact its present business organization, keep available the services of its current officers and employees, maintain its assets (other than those permitted to be disposed of hereunder) in good repair and condition, maintain its books of account and records in the usual, regular and ordinary manner and preserve its goodwill and ongoing business; (bii) the Company shall not directly or indirectly do any of the following: (i1) issue, sell, pledge, dispose of or encumber (or permit any of the Subsidiaries to issue, sell, pledge, dispose of or encumber) (A) any capital stock of the Company or any of the Subsidiaries, or (B) any property or assets (including Intellectual PropertyProperty Rights) of the Company or any of the Subsidiaries, except inventory and immaterial assets in the ordinary course of business consistent with past practicebusiness; (ii2) amend or propose to amend its Certificate of Incorporation or Bylaws; (iii3) split, combine or reclassify any outstanding shares of its capital stock, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to such shares (except for any dividends paid in the ordinary course to the Company or to any Subsidiary); (iv4) redeem, purchase, acquire or offer to acquire (or permit any of the Subsidiaries to redeem, purchase, acquire or offer to acquire) any shares of its capital stock; or (v5) enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this paragraph (bii); (ciii) neither the Company nor any of the Subsidiaries shall (i1) issueenter into, selladopt, pledge amend or dispose ofterminate any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit plan, agreement, trust, fund or other arrangement for the benefit of any director, officer or employee or consultant, or agree to issueincreased in any manner the compensation or fringe benefits of any employee, sellconsultant, pledge director or dispose of, any additional shares ofofficer, or securities convertible increase the compensation or exchangeable for, or any options, warrants or rights fringe benefits of any kind to acquire any shares of, its capital stock of any class or other property or assets; (ii) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof (except a Subsidiary) or any material amount of assets; (iii) incur or guarantee any indebtedness for borrowed money executive officer other than in the ordinary course of business and consistent with past practicesbusiness, or refinance make any such indebtedness payment of a cash bonus to any director or issue officer or sell to any debt securities; (iv) enter into or modify any material contract, lease, agreement or commitmentemployee of, or permit consultant or perform any act that would cause a material breach of any such contractagent to, lease, agreement or commitment; (v) terminate, modify, assign, waive, release or relinquish any material contract rights or amend any material rights or claims; (vi) discharge or satisfy any material claim or settle or compromise any material claim, action, suit or proceeding pending or threatened against the Company or any of the Subsidiaries, or, if the Company or any of the Subsidiaries may be liable or obligated to provide indemnification, against the Company's directors or officers, before any court, governmental agency or arbitrator; (vii) make any loans, advances (except for travel and similar expenses to employees of the Company in the ordinary course of business) or capital contributions to or investments in, any other person, except as may be required under agreements in effect as of and identified on Schedule 4.20 hereto and upon prior notice to Parent; (viii) alter through merger, liquidation, reorganization, restructuring or in any other manner the corporate structure or ownership of any Subsidiary; (ix) violate or fail to perform any obligation imposed upon the Company or any of the Subsidiaries by any applicable laws, orders or decrees, ordinances, government rules or regulations or conciliation agreements if such violation or failure would have a Material Adverse Effect; or (x) to the extent not described herein, take any action described in Section 4.07 hereof; (d) neither the Company nor any of the Subsidiaries shall grant any increase in the salary or other compensation of its directors, officers or employees, except reasonable salary increases, in the case of employees who are not directors or executive officers of the Company or any of the Subsidiaries, in the ordinary course of business consistent with past practice, or grant any bonus to any employee (except pursuant to plans disclosed herein) or enter into any employment agreement or make any loan (except for expenses other material change in the ordinary course terms or conditions of businessemployment; (2) announce any plan or legally binding commitment to or enter into any material transaction of any other nature with create any employee of the Company benefit plan, program or any Subsidiary; (e) except as contemplated by Sections 7.06(b) and 7.07, neither the Company nor any of the Subsidiaries shall take any action to institute any new severance or termination pay practices with respect to any directors, officers or employees of the Company or the Subsidiaries arrangement or to increase the benefits payable under its severance amend or termination pay practices, PROVIDED, HOWEVER, that the Company shall be permitted to transmit a letter describing certain vesting benefits for four employees previously identified to Parent in a form acceptable to Parent prior to the Effective Time; (f) neither the Company nor any of the Subsidiaries shall adopt or amend, modify in any material respectrespect any existing employee benefit plan, any plan for the benefit program or welfare of any directors, officers or employees, except as contemplated hereby or as may be required by applicable law or regulation; arrangement; (g) each of the Company and the Subsidiaries shall use its best efforts, to the extent not prohibited by the foregoing provisions of this Section 7.01, to maintain its relationships with its suppliers and customers, clients, and others having business dealings with it.

Conduct of the Company’s Business. The Company covenants Sellers covenant and agrees thatagree that from August 2, prior to 2002 through the Effective TimeClosing Date and, unless Parent the Buyer shall otherwise consent in writing or as otherwise expressly contemplated by this Agreement: (a) the The business of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and each of the Company and the Subsidiaries shall use its best efforts to preserve intact its present business organization, keep available the services of its current officers and employees, maintain its assets (other than those permitted to be disposed of hereunder) in good repair and condition, maintain its books of account and records in the usual, regular and ordinary manner and preserve its goodwill and ongoing business; (b) the The Company shall not directly or indirectly do any of the following: (i) issue, sell, pledge, dispose of or encumber (or permit any of the Subsidiaries to issue, sell, pledge, dispose of or encumber) (Aa) any capital stock of the Company or any of the SubsidiariesCompany, or (Bb) any property or assets (including Intellectual Property) of the Company or any of the Subsidiaries, except inventory and immaterial assets in the ordinary course of business consistent with past practice; (ii) amend or propose to amend its Certificate Articles of Incorporation or BylawsBy-laws; (iii) split, combine or reclassify any outstanding shares of its capital stock, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to such shares (except for any dividends paid in with the ordinary course to written consent of the Company or to any Subsidiary)Buyer; (iv) redeem, purchase, acquire or offer to acquire (or permit any of the Subsidiaries to redeem, purchase, acquire or offer to acquire) any shares of its capital stock; or (v) enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this paragraph (b); (c) neither the The Company nor any of the Subsidiaries shall not (i) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or securities convertible or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock of any class or other property or assets; (ii) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof (except a Subsidiary) or any material amount of assets; (iii) incur or guarantee any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practices, or refinance any such indebtedness or issue or sell any debt securities; (iv) enter into or modify any material contract, lease, agreement or commitment, or permit or perform any act that would cause a material breach of any such contract, lease, agreement or commitment; (v) terminate, modify, assign, waive, release or relinquish any material contract rights or amend any material rights or claims; (vi) discharge or satisfy any material claim or settle or compromise any material claim, action, suit or proceeding pending or threatened against the Company or any of the SubsidiariesCompany, or, if the Company or any of the Subsidiaries may be liable or obligated to provide indemnification, against the Company's directors or officers, before any court, governmental agency or arbitrator; (vii) make any loans, advances (except for travel and similar expenses to employees of the Company in the ordinary course of business) or capital contributions to or investments in, any other person, except as may be required under agreements in effect as of and identified on Schedule 4.20 hereto and upon prior notice to Parent; (viii) alter through merger, liquidation, reorganization, restructuring or in any other manner the corporate structure or ownership of any Subsidiarythe Company; or (ix) violate or fail to perform perform, in any respect, any obligation imposed upon the Company or any of the Subsidiaries by any applicable laws, orders or decrees, ordinances, government rules or regulations or conciliation agreements if such violation or failure would have a Material Adverse Effect; or (x) to the extent not described herein, take any action described in Section 4.07 hereofagreements; (d) neither the The Company nor any of the Subsidiaries shall not grant any increase in the salary or other compensation of its directors, officers or employees, except reasonable salary increases, in the case of employees who are not directors or executive officers of the Company or any of the SubsidiariesCompany, in the ordinary course of business consistent with past practice, or grant any bonus to any employee (except pursuant to plans disclosed herein) or enter into any employment agreement or make any loan (except for expenses in the ordinary course of business) to or enter into any material transaction of any other nature with any employee of the Company or any SubsidiaryCompany; (e) except as contemplated by Sections 7.06(b) and 7.07, neither the The Company nor any of the Subsidiaries shall not take any action to institute any new severance or termination pay practices with respect to any directors, officers or employees of the Company or the Subsidiaries or to increase the benefits payable under its severance or termination pay practices, PROVIDED, HOWEVER, that the Company shall be permitted to transmit a letter describing certain vesting benefits for four employees previously identified to Parent in a form acceptable to Parent prior to the Effective Time; (f) neither the The Company nor any of the Subsidiaries shall not adopt or amend, in any material respectrespect except as disclosed in writing to Buyer, any plan for the benefit or welfare of any directors, officers or employees, except as contemplated hereby or as may be required by applicable law or regulation;Plan; and (g) each of the The Company and the Subsidiaries shall use its best efforts, to the extent not prohibited by the foregoing provisions of this Section 7.017.6, to maintain its relationships with its suppliers and customers, clients, customers or clients and others having business dealings with it, and if and as requested by the Buyer, (i) the Company shall use its best efforts to make reasonable arrangements for representatives of the Buyer to meet with customers and suppliers of the Company and (ii) the Company shall schedule, and the management of the Company shall participate in, meetings of representatives of the Buyer with employees of the Company.

Conduct of the Company’s Business. The Company covenants and agrees that, prior to during the Effective Timeperiod from the date of this Agreement until the earlier of the Closing or the termination of this Agreement, unless Parent shall otherwise consent in writing or except as (i) otherwise expressly contemplated hereby, (ii) set forth in Section 5.1 of the Company Disclosure Schedule, or (iii) consented to by this AgreementBuyer, in writing, (which consent shall not be unreasonably withheld or delayed), the Company shall and shall cause its Subsidiaries to conduct their respective business and operations in the ordinary course consistent with past practice and in compliance with applicable Law, and, subject to the foregoing, shall not: (a) the business of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take authorize or effect any action except in, the ordinary course of business consistent with past practice and each of the Company and the Subsidiaries shall use its best efforts to preserve intact its present business organization, keep available the services of its current officers and employees, maintain its assets (other than those permitted to be disposed of hereunder) in good repair and condition, maintain its books of account and records change in the usualLLC Agreement or its certificate of formation, regular and ordinary manner and preserve its goodwill and ongoing businessarticles of association or other organizational documents; (b) the Company shall not directly grant any options, warrants, or indirectly do other rights to purchase or obtain any of the following: (i) its membership interests or other equity interests or issue, deliver, sell, pledgegrant, pledge or otherwise dispose of or encumber (or permit any of the Subsidiaries to issueits membership interests or other equity interests; (c) issue any note, sell, pledge, dispose of or encumber) (A) any capital stock of the Company or any of the Subsidiariesbond, or other debt security in a material amount or create, incur, assume, or guarantee any material indebtedness for borrowed money or material capitalized lease obligation, in each case, outside the ordinary course of business; (Bd) any property or assets (including Intellectual Property) of the Company or any of the Subsidiaries, except inventory and immaterial assets in the ordinary course of business and consistent with past practice; , sell, lease, transfer or otherwise dispose of, any of the material property or assets of the Business other than pursuant to existing Company Contracts; (iie) amend enter into any other commitments or propose to amend its Certificate of Incorporation Contracts or Bylaws; (iii) splitmake any capital expenditure involving an annualized cost exceeding $100,000, combine or reclassify any outstanding shares of its capital stockexcept for commitments, Contracts, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to such shares (except for any dividends paid capital expenditures made in the ordinary course of business or for any expenditures made pursuant to the existing Company or to any Subsidiary); Contracts; (iv) redeem, purchase, acquire or offer to acquire (or permit any of the Subsidiaries to redeem, purchase, acquire or offer to acquire) any shares of its capital stock; or (vf) enter into any contract, agreement, commitment Contract under which the Company or arrangement with respect to any of the matters set forth in this paragraph (b)its Subsidiaries would be prohibited from selling, licensing or otherwise distributing any products or providing services to customers or potential customers or any class of customers; (cg) neither terminate, extend, materially amend or materially modify the terms of any Company Contract, except for terminations, extensions, amendments or modifications in the ordinary course of business; (h) cancel, compromise or settle any claim, liability or obligation or waive or release any material rights of any member of the Company nor any Group, in each case in an amount in excess of the Subsidiaries shall $100,000; (i) issueexcept as required to maintain qualification pursuant to the Code, selladopt, pledge enter into, amend, alter, or dispose ofterminate any Plan or Foreign Plan; (j) hire or fire any employees, independent contractors or other consultants, except in the ordinary course of business; (k) enter into, modify or lend any additional amounts pursuant to, a loan agreement with an employee of the Company or its Subsidiaries; (l) (i) enter into any Contract or amend or modify or terminate, or give notice to terminate, any existing Contract with any officer, director, stockholder, employee or Affiliate of any member of the Company Group or (ii) grant, accelerate, increase or agree to issuegrant any increase in the wages, sellsalary, pledge bonus or dispose ofother compensation, any additional shares of, remuneration or securities convertible or exchangeable for, or any options, warrants or rights benefits of any kind to acquire any shares ofemployee, its capital stock consultant, director or manager of any class member of the Company Group, in each case except as required under applicable Law, existing Plans or other property or assets; in the ordinary course consistent with past practice; (iim) acquire (i) (by merger, consolidation or acquisition of stock or assetsassets or by any other manner) any corporation, partnership partnership, limited liability company, association or other business organization or division thereof or collection of assets constituting all or substantially all of a business or business unit, or (ii) any assets that are material to the Company Group, except a Subsidiary) or any material amount for the acquisition of assets; (iii) incur or guarantee any indebtedness for borrowed money other than assets in the ordinary course of business and consistent with past practices, or refinance any such indebtedness or issue or sell any debt securities; (iv) enter pursuant to a Company Contract entered into or modify any material contract, lease, agreement or commitment, or permit or perform any act that would cause a material breach of any such contract, lease, agreement or commitment; (v) terminate, modify, assign, waive, release or relinquish any material contract rights or amend any material rights or claims; (vi) discharge or satisfy any material claim or settle or compromise any material claim, action, suit or proceeding pending or threatened against the Company or any of the Subsidiaries, or, if the Company or any of the Subsidiaries may be liable or obligated to provide indemnification, against the Company's directors or officers, before any court, governmental agency or arbitrator; (vii) make any loans, advances (except for travel and similar expenses to employees of the Company in the ordinary course of business) or capital contributions to or investments in, any other person, except as may be required under agreements in effect as of and identified on Schedule 4.20 hereto and upon prior notice to Parent; (viii) alter through merger, liquidation, reorganization, restructuring or in any other manner the corporate structure or ownership of any Subsidiary; (ix) violate or fail to perform any obligation imposed upon the Company or any of the Subsidiaries by any applicable laws, orders or decrees, ordinances, government rules or regulations or conciliation agreements if such violation or failure would have a Material Adverse Effect; or (x) to the extent not described herein, take any action described in Section 4.07 date hereof; (dn) neither grant or have come into existence any Encumbrance of any assets of the Company nor Business, other than a Permitted Encumbrance; (o) make any material changes in the accounting methods, principles or practices, except as required by a change in GAAP; (p) enter into any arrangement or relationship of the type described in Section 3.3(u); or (q) agree or otherwise commit to take any of the Subsidiaries shall grant any increase in the salary or other compensation of its directors, officers or employees, except reasonable salary increases, in the case of employees who are not directors or executive officers of the Company or any of the Subsidiaries, in the ordinary course of business consistent with past practice, or grant any bonus to any employee (except pursuant to plans disclosed herein) or enter into any employment agreement or make any loan (except for expenses in the ordinary course of business) to or enter into any material transaction of any other nature with any employee of the Company or any Subsidiary; (e) except as contemplated by Sections 7.06(b) and 7.07, neither the Company nor any of the Subsidiaries shall take any action to institute any new severance or termination pay practices with respect to any directors, officers or employees of the Company or the Subsidiaries or to increase the benefits payable under its severance or termination pay practices, PROVIDED, HOWEVER, that the Company shall be permitted to transmit a letter describing certain vesting benefits for four employees previously identified to Parent in a form acceptable to Parent prior to the Effective Time; (f) neither the Company nor any of the Subsidiaries shall adopt or amend, in any material respect, any plan for the benefit or welfare of any directors, officers or employees, except as contemplated hereby or as may be required by applicable law or regulation; (g) each of the Company and the Subsidiaries shall use its best efforts, to the extent not actions prohibited by the foregoing provisions of this Section 7.01, to maintain its relationships with its suppliers and customers, clients, and others having business dealings with itclauses (a) through (p).

Conduct of the Company’s Business. The Company covenants and agrees that, prior to the Effective Time, unless Parent shall otherwise consent in writing or and except as otherwise expressly contemplated by this AgreementAgreement or by any other contract or agreement that the Company may enter into with Parent and/or Holdings: (a) the business of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and each of the Company and the Subsidiaries shall use its best efforts to preserve intact its present business organization, keep available the services of its current officers and employees, maintain its assets (other than those permitted to be disposed of hereunder) in good repair and condition, maintain its books of account and records in the usual, regular and ordinary manner and preserve its goodwill and ongoing business; (b) the Company shall not directly or indirectly do any of the following: (i) issue, sell, pledge, dispose of or encumber (or permit any of the Subsidiaries to issue, sell, pledge, dispose of or encumber) (A) any capital stock of the Company or any of the Subsidiaries, or (B) any property or assets (including Intellectual PropertyProperty Rights) of the Company or any of the SubsidiariesCompany, except inventory and immaterial assets in the ordinary course of business consistent with past practice; (ii) amend or propose to amend its Certificate of Incorporation or BylawsBy-Laws; (iii) split, combine or reclassify any outstanding shares of its capital stock, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to such shares (except for any dividends paid in the ordinary course to the Company or to any SubsidiaryCompany); (iv) redeem, purchase, acquire or offer to acquire (or permit any of the Subsidiaries its subsidiaries to redeem, purchase, acquire or offer to acquire) any shares of its capital stock; or (v) incorporate or otherwise form or create any subsidiary; (vi) materially change the Company's equipment or technology; or (vii) enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this paragraph (b);any (c) neither the Company nor any of the Subsidiaries shall not (i) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or securities convertible or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock of any class or other property or assets; (ii) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof (except a Subsidiary) or any material amount of assets; (iii) incur or guarantee any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practices, or refinance any such indebtedness or issue or sell any debt securities; (iv) enter into or modify any material contract, lease, agreement or commitment, or permit or perform any act that would cause a material breach of any such contract, lease, agreement or commitment; (v) terminate, modify, assign, waive, release or relinquish any material contract rights or amend any material rights or claims; (vi) discharge or satisfy any material claim or settle or compromise any material claim, action, suit or proceeding pending or threatened against the Company or any of the Subsidiaries, (or, if the Company or any of the Subsidiaries may be liable or obligated to provide indemnificationindemnification to its directors or officers), against the Company's directors or officers, before any court, governmental agency or arbitrator; (vii) make any loans, advances (except for travel and similar expenses to employees of the Company in the ordinary course of business) or capital contributions to or investments in, any other person, except as may be required under agreements in effect as of and identified on Schedule 4.20 3.01(u) hereto and upon prior notice to Parent; (viii) alter through merger, liquidation, reorganization, restructuring or in any other manner the corporate structure or ownership of any Subsidiarythe Company; (ix) violate or fail to perform perform, in any material respect, any obligation imposed upon the Company or any of the Subsidiaries by any applicable laws, orders or decrees, ordinances, government rules or regulations or conciliation agreements if such violation or failure would have a Material Adverse Effectagreements; or (x) to the extent not described herein, take any action described in Section 4.07 3.01(h) hereof; (d) neither the Company nor any of the Subsidiaries shall not grant any increase in the salary or other compensation of its directors, officers or employees, except reasonable salary increases, in the case of increases for employees who are not directors or executive officers of the Company or any of the SubsidiariesCompany, in the ordinary course of business consistent with past practice, or grant any bonus to any employee (except pursuant to plans disclosed herein) or enter into any employment agreement or make any loan (except for expenses in the ordinary course of business) to or enter into any material transaction of any other nature with any employee of the Company or any SubsidiaryCompany; (e) except as contemplated by Sections 7.06(b) and 7.07, neither the Company nor any of the Subsidiaries shall not take any action to institute any new severance or termination pay practices with respect to any directors, officers or employees of the Company or the Subsidiaries or to increase the benefits payable under its severance or termination pay practices, PROVIDED, HOWEVER, that the Company shall be permitted to transmit a letter describing certain vesting benefits for four employees previously identified to Parent in a form acceptable to Parent prior to the Effective Time; (f) neither the Company nor any of the Subsidiaries shall not adopt or amend, in any material respect, any plan for the benefit or welfare of any directors, officers or employeesemployees of the Company, except as contemplated hereby or as may be required by applicable law or regulation; (g) each of the Company and the Subsidiaries shall use its best efforts, to the extent not prohibited by the foregoing provisions of this Section 7.014.01, to maintain its relationships with its suppliers and customers, clients, and others having business dealings with it, and if and as 32 39 requested by Parent or Acquisition, (i) the Company shall use its best efforts to make reasonable arrangements for representatives of Parent or Acquisition to meet with customers and suppliers of the Company, and (ii) the Company shall schedule, and the management of the Company shall participate in, meetings of representatives of Parent or Acquisition with employees of the Company for purposes of dealing with the transition issues related to the Merger; (h) the Company shall provide to Parent a draft of any Federal income Tax return pertaining only to the Company or material state, local or foreign Tax return (other than state or local sales and use taxes) pertaining only to the Company required to be filed on behalf of the Company between the Effective Date of this Agreement and the Effective Time at least 15 days prior to the date on which such return is due; and (i) the Company shall respond to inquiries of and shall consult with Parent as to the management, Business, and affairs of the Company; provided, however, that the final decisions as to the conduct of the management, Business, and affairs of the Company shall remain with the Company.

Conduct of the Company’s Business. The Except as set forth on Schedule 6.1, the Company covenants and agrees that, prior during the period from the date of this Agreement to the Effective TimeClosing, unless Parent shall otherwise consent in writing or except as otherwise expressly contemplated by this Agreement:, the Schedules or consented to by Parent and MergerCo in writing, the Company shall (and shall cause each of its Subsidiaries to): (a) conduct its business operations in the ordinary course consistent with past practice; (b) not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation or recapitalization or file a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against under any similar Law; (c) to use commercially reasonable efforts to (i) maintain and preserve its property, assets and business operations, (ii) retain the services of its employees, except for attrition of such employees in the ordinary course of business, and (iii) maintain, preserve and retain relationships with its material suppliers and customers; (d) not sell or dispose of any individual business asset with a book or market value equal to or greater than $75,000 other than the sale of Inventory in the ordinary course consistent with past practice; (e) not amend its Organizational Documents; (f) not incur, assume or guarantee any Indebtedness for borrowed money or issue any debt securities in excess of $75,000 in the aggregate; (g) not change its accounting policies or collection policies except as required by GAAP; (h) not authorize for issuance, issue or sell or agree or commit to issue or sell (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any equity interests; (i) not make, declare, set aside or pay any dividend or distribution, or any direct or indirect redemption, purchase or other acquisition by the Company of its own equity interests (other than payments to holders of Stock Options in respect of any Deferred Recapitalization Dividends); (j) not (except as required by Law) establish, adopt, amend or modify (including by way of interpretation) any Company Plan or establish any plan, benefit, or arrangement that would have been a Company Plan if it had been in effect on the date of this Agreement; (k) not enter into, amend, modify (including by way of interpretation) or renew any employment agreement with, or pay any bonus or special remuneration (cash, equity or otherwise) to any Material Employee or other employee who would, after the payment of such bonus or remuneration, be a Material Employee; (l) not hire, offer to hire or terminate any Material Employee or other employee who would, if hired, be a Material Employee, other than for cause after providing reasonable notice to the Parent and MergerCo of the intent to so terminate such Material Employee, or encourage or otherwise cause any Material Employee to resign from the Company or any of its Subsidiaries; (m) not increase (i) the rates of compensation (including equity-based compensation) or (ii) bonus compensation payable or to become payable to any Material Employee of the Company and or any of its Subsidiaries; (n) not increase the Subsidiaries shall be conducted only infringe benefits payable or to become payable to any officer, and director, contractor, consultant or employee of the Company and or any of its Subsidiaries; (o) not increase (i) the rates of compensation (including equity-based compensation) or (ii) bonus compensation payable or to become payable to any officer, director, contractor, consultant or employee of the Company or any of its Subsidiaries, other than in the ordinary course of business consistent with past practice; (p) not (i) commence any Action or (ii) settle or compromise any pending or threatened Action for an amount in excess of $25,000, by or against the Company or any of its Subsidiaries shall or relating to the Business or any of their properties or assets; (q) not take make any action except incapital expenditures that exceed $75,000, individually or in the aggregate; (r) not grant any refunds, credits, rebates or other allowances to any supplier or customer, other than in the ordinary course of business consistent with past practice; (s) not modify, amend, or terminate, or waive any rights under any Material Contract (or any Contract that would be a Material Contract but for such amendment or termination), in each case where such modification, amendment, termination or waiver would involve value of $75,000 or more; (t) not enter into any new Contract that (i) contains a change in control provision in favor of the other party or parties thereto or would otherwise give rise to any rights to such other party or parties in connection with the Transaction or the other transactions contemplated by this Agreement, or (ii) would be a Material Contract if it were in effect on the date hereof; (u) not enter into, modify, amend or terminate any collective bargaining or other labor related agreement or arrangement with any labor union, association or organization or works council; (v) not acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business; (w) not alter, or enter into any commitment to alter, any interest in any Subsidiary, corporation, joint venture, partnership or business entity in which the Company or any of its Subsidiaries, directly or indirectly, holds any interest; (x) not enter into, or amend, any lease or sublease of real property, in any case where such lease or sublease of real property would involve aggregate annual payments by the Company or any of its Subsidiaries or $75,000 or more; (y) not cancel any Indebtedness or Liabilities, or waive or release any right or claim of the Company or any of its Subsidiaries, including any write-off or other compromise of any account receivable of the Company or any of its Subsidiaries, in each case in excess of $25,000 individually or $75,000 in the aggregate; (z) not to enter into a new line of business or abandon or discontinue any existing line of business; (aa) not to enter into any transaction with any stockholder, director, officer or employee of the Company or any of its Subsidiaries (excluding reimbursements of employees, directors, consultants or other service providers for expenses incurred in the ordinary course of business consistent with past practice and each of the Company and the Subsidiaries shall use its best efforts to preserve intact its present business organizationpolicy); (bb) not cancel, keep available the services of its current officers and employees, maintain its assets amend in any material respect (other than those permitted in connection with the addition of customers and suppliers to be disposed of hereunder) in good repair and condition, maintain its books of account and records in the usual, regular and ordinary manner and preserve its goodwill and ongoing business; (b) the Company shall not directly or indirectly do any of the following: (i) issue, sell, pledge, dispose of or encumber (or permit any of the Subsidiaries such insurance policies from time to issue, sell, pledge, dispose of or encumber) (A) any capital stock of the Company or any of the Subsidiaries, or (B) any property or assets (including Intellectual Property) of the Company or any of the Subsidiaries, except inventory and immaterial assets time in the ordinary course of business consistent with past practice; (iipractices) amend or propose to amend its Certificate of Incorporation or Bylaws; (iii) split, combine or reclassify any outstanding shares of its capital stock, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to such shares (except for any dividends paid in the ordinary course to the Company or to any Subsidiary); (iv) redeem, purchase, acquire or offer to acquire (or permit any of the Subsidiaries to redeem, purchase, acquire or offer to acquire) any shares of its capital stock; or (v) enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this paragraph (b); (c) neither the Company nor any of the Subsidiaries shall (i) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or securities convertible or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock of any class or other property or assets; (ii) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof (except a Subsidiary) or any material amount of assets; (iii) incur or guarantee any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practices, or refinance any such indebtedness or issue or sell any debt securities; (iv) enter into or modify any material contract, lease, agreement or commitment, or permit or perform any act that would cause a material breach of any such contract, lease, agreement or commitment; (v) terminate, modify, assign, waive, release or relinquish any material contract rights or amend any material rights or claims; (vi) discharge or satisfy any material claim or settle or compromise any material claim, action, suit or proceeding pending or threatened against the Company or any of the Subsidiaries, or, if the Company or any of the Subsidiaries may be liable or obligated to provide indemnification, against the Company's directors or officers, before any court, governmental agency or arbitrator; (vii) make any loans, advances (except for travel and similar expenses to employees of the Company in the ordinary course of business) or capital contributions to or investments in, any other person, except as may be required under agreements in effect as of and identified on Schedule 4.20 hereto and upon prior notice to Parent; (viii) alter through merger, liquidation, reorganization, restructuring or in any other manner the corporate structure or ownership of any Subsidiary; (ix) violate or fail to perform renew any obligation imposed upon the Company or any of the Subsidiaries by any applicable laws, orders or decrees, ordinances, government rules or regulations or conciliation agreements if such violation or failure would have a Material Adverse Effect; or (x) to the extent not described herein, take any action described in Section 4.07 hereof; (d) neither the Company nor any of the Subsidiaries shall grant any increase in the salary or other compensation of its directors, officers or employees, except reasonable salary increases, in the case of employees who are not directors or executive officers insurance policy of the Company or any of the its Subsidiaries, in the ordinary course of business consistent with past practice, or grant any bonus to any employee ; and (except pursuant to plans disclosed hereincc) or not enter into any employment agreement agreement, commitment or make any loan (except for expenses in the ordinary course of business) undertaking to or enter into any material transaction of any other nature with any employee of the Company or any Subsidiary; (e) except as contemplated by Sections 7.06(b) and 7.07, neither the Company nor do any of the Subsidiaries shall take any action to institute any new severance or termination pay practices with respect to any directors, officers or employees of the Company or the Subsidiaries or to increase the benefits payable under its severance or termination pay practices, PROVIDED, HOWEVER, that the Company shall be permitted to transmit a letter describing certain vesting benefits for four employees previously identified to Parent activities specified in a form acceptable to Parent prior to the Effective Time; (fsubsections Section 6.1(a) neither the Company nor any of the Subsidiaries shall adopt or amend, in any material respect, any plan for the benefit or welfare of any directors, officers or employees, except as contemplated hereby or as may be required by applicable law or regulation; (gthrough Section 6.1(bb) each of the Company and the Subsidiaries shall use its best efforts, to the extent not prohibited by the foregoing provisions of this Section 7.01, to maintain its relationships with its suppliers and customers, clients, and others having business dealings with itabove.

Conduct of the Company’s Business. The Company covenants and agrees that, prior to the Effective Time, unless Parent shall otherwise consent in writing or as otherwise expressly contemplated by this Agreement: (a) the business of the Aspen Company and the Subsidiaries shall be conducted only in, and the Aspen Company and the Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and each of the Aspen Company and the Subsidiaries shall use its best efforts to preserve intact its present business organization, keep available the services of its current officers and employees, maintain its assets (other than those permitted to be disposed of hereunder) in good repair and condition, maintain its books of account and records in the usual, regular and ordinary manner manner, except as contemplated by Section 3.01(g) hereof, and preserve its goodwill and ongoing business; (b) Except as set forth on Schedule 4.01, the Aspen Company shall not directly or indirectly do any of the following: (i) issue, sell, pledge, dispose of or encumber (or permit any of the Subsidiaries to issue, sell, pledge, dispose of or encumber) (A) any capital stock of the Company or any of the Subsidiaries, or (B) any property or assets (including Intellectual PropertyProperty Rights) of the Company or any of the SubsidiariesAspen Company, except inventory and immaterial assets in the ordinary course of business consistent with past practice; (ii) amend or propose to amend its Certificate of Incorporation or Bylaws; (iii) split, combine or reclassify any outstanding shares of its capital stock, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to such shares (except for any the payment of dividends paid in or distributions not to exceed the ordinary course to the Company or to any Subsidiary)amount shown on Schedule 4.01; (iv) redeem, purchase, acquire or offer to acquire (or permit any of the Subsidiaries to redeem, purchase, acquire or offer to acquire) any shares of its capital stock; or (v) enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this paragraph subsection (b); (c) neither the Aspen Company nor any of the Subsidiaries shall not (i) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or securities convertible or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock of any class or other property or assets, or modify the terms or any outstanding options, warrants or rights to acquire the Company's capital stock; (ii) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof (except a Subsidiaryan existing wholly owned subsidiary or Priority One L.L.C. which is affiliated with the Stockholders) or any material amount of assets; (iii) incur or guarantee any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practices, or refinance any such indebtedness or issue or sell any debt securities; (iv) enter into or modify any material contract, lease, agreement or commitment, or permit or perform any act that would cause a material breach of any such contract, lease, agreement or commitment; (v) terminate, modify, assign, waive, release or relinquish any material contract rights or amend any material rights or claims; (vi) discharge or satisfy any material claim Claim or settle or compromise any material claim, action, suit or proceeding pending or threatened against the Aspen Company or any of the Subsidiaries, or, if the Aspen Company or any of the Subsidiaries may be liable or obligated to provide indemnification, against the Aspen Company's directors or officers, before any court, governmental agency or arbitrator; (vii) make any loans, advances (except for travel and similar expenses to employees of the Company in the ordinary course of business) or capital contributions to or investments in, any other person, except as may be required under agreements in effect as of and identified on Schedule 4.20 3.01(t) hereto and upon prior notice to Parent; (viii) alter through merger, liquidation, reorganization, restructuring or in any other manner the corporate structure or ownership of any Subsidiarythe Aspen Company; (ix) violate or fail to perform perform, in any material respect, any obligation imposed upon the Aspen Company or any of the Subsidiaries by any applicable laws, orders or decrees, ordinances, government rules or regulations or conciliation agreements if where such violation or failure would have a Company Material Adverse Effect; or (x) to the extent not described herein, take any action described in Section 4.07 3.01(h) hereof; (d) neither the Aspen Company nor any of the Subsidiaries shall not grant any increase in the salary or other compensation of its directors, officers or employees, except reasonable salary increasesexcept, in the case of employees who are not directors or executive officers of the Company or any of the SubsidiariesAspen Company, reasonable salary increases in the ordinary course of business consistent with past practice, or grant any bonus to any employee (except pursuant to plans disclosed herein) as set forth on Schedule 4.01 or enter into any employment agreement or make any loan (except for expenses in the ordinary course of business) to or enter into any material transaction of any other nature with any employee of the Company or any SubsidiaryAspen Company; (e) except as contemplated by Sections 7.06(b) and 7.07Section 4.07, neither the Aspen Company nor any of the Subsidiaries shall not take any action to institute any new severance or termination pay practices with respect to any directors, officers or employees of the Aspen Company or the Subsidiaries or to increase the benefits payable under its severance or termination pay practices, PROVIDED, HOWEVER, that the Company shall be permitted to transmit a letter describing certain vesting benefits for four employees previously identified to Parent in a form acceptable to Parent prior to the Effective Time; (f) neither the Aspen Company nor any of the Subsidiaries shall not adopt or amend, in any material respect, any plan for the benefit or welfare of any directors, officers or employees, except as contemplated hereby or as may be required by applicable law or regulation;; and (g) each of the Aspen Company and the Subsidiaries shall use its best efforts, to the extent not prohibited by the foregoing provisions of this Section 7.014.01, to maintain its relationships with its suppliers and customers, clients, and others having business dealings with it, and if and as requested by Parent or TA Idaho, (i) the Aspen Company shall use its best efforts to make reasonable arrangements for representatives of Parent or TA Idaho to meet with customers and suppliers of the Aspen Company, and (ii) the Aspen Company shall schedule, and the management of the Aspen Company shall participate in, meetings of representatives of Parent or TA Idaho with employees of the Aspen Company.

Conduct of the Company’s Business. The Company covenants and agrees that, prior to the Effective Time, unless Parent shall otherwise consent in writing or and except as otherwise expressly contemplated by this AgreementAgreement or by any other contract or agreement that the Company may enter into with Parent and/or Holdings: (a) the business of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and each of the Company and the Subsidiaries shall use its best efforts to preserve intact its present business organization, keep available the services of its current officers and employees, maintain its assets (other than those permitted to be disposed of hereunder) in good repair and condition, maintain its books of account and records in the usual, regular and ordinary manner and preserve its goodwill and ongoing business; (b) the Company shall not directly or indirectly do any of the following: (i) issue, sell, pledge, dispose of or encumber (or permit any of the Subsidiaries to issue, sell, pledge, dispose of or encumber) (A) any capital stock of the Company or any of the Subsidiaries, or (B) any property or assets (including Intellectual PropertyProperty Rights) of the Company or any of the SubsidiariesCompany, except inventory and immaterial assets in the ordinary course of business consistent with past practice; (ii) amend or propose to amend its Certificate of Incorporation or BylawsBy-Laws; (iii) split, combine or reclassify any outstanding shares of its capital stock, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to such shares (except for any dividends paid in the ordinary course to the Company or to any SubsidiaryCompany); (iv) redeem, purchase, acquire or offer to acquire (or permit any of the Subsidiaries its subsidiaries to redeem, purchase, acquire or offer to acquire) any shares of its capital stock; (v) incorporate or otherwise form or create any subsidiary; (vi) materially change the Company's equipment or technology; or (vvii) enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this paragraph (b); (c) neither the Company nor any of the Subsidiaries shall not (i) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or securities convertible or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock of any class or other property or assets; (ii) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof (except a Subsidiary) or any material amount of assets; (iii) incur or guarantee any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practices, or refinance any such indebtedness or issue or sell any debt securities; (iv) enter into or modify any material contract, lease, agreement or commitment, or permit or perform any act that would cause a material breach of any such contract, lease, agreement or commitment; (v) terminate, modify, assign, waive, release or relinquish any material contract rights or amend any material rights or claims; (vi) discharge or satisfy any material claim or settle or compromise any material claim, action, suit or proceeding pending or threatened against the Company or any of the Subsidiaries, (or, if the Company or any of the Subsidiaries may be liable or obligated to provide indemnificationindemnification to its directors or officers), against the Company's directors or officers, before any court, governmental agency or arbitrator; (vii) make any loans, advances (except for travel and similar expenses to employees of the Company in the ordinary course of business) or capital contributions to or investments in, any other person, except as may be required under agreements in effect as of and identified on Schedule 4.20 3.01(u) hereto and upon prior notice to Parent; (viii) alter through merger, liquidation, reorganization, restructuring or in any other manner the corporate structure or ownership of any Subsidiarythe Company; (ix) violate or fail to perform perform, in any material respect, any obligation imposed upon the Company or any of the Subsidiaries by any applicable laws, orders or decrees, ordinances, government rules or regulations or conciliation agreements if such violation or failure would have a Material Adverse Effectagreements; or (x) to the extent not described herein, take any action described in Section 4.07 3.01(h) hereof; (d) neither the Company nor any of the Subsidiaries shall not grant any increase in the salary or other compensation of its directors, officers or employees, except reasonable salary increases, in the case of increases for employees who are not directors or executive officers of the Company or any of the SubsidiariesCompany, in the ordinary course of business consistent with past practice, or grant any bonus to any employee (except pursuant to plans disclosed herein) or enter into any employment agreement or make any loan (except for expenses in the ordinary course of business) to or enter into any material transaction of any other nature with any employee of the Company or any SubsidiaryCompany; (e) except as contemplated by Sections 7.06(b) and 7.07, neither the Company nor any of the Subsidiaries shall not take any action to institute any new severance or termination pay practices with respect to any directors, officers or employees of the Company or the Subsidiaries or to increase the benefits payable under its severance or termination pay practices, PROVIDED, HOWEVER, that the Company shall be permitted to transmit a letter describing certain vesting benefits for four employees previously identified to Parent in a form acceptable to Parent prior to the Effective Time; (f) neither the Company nor any of the Subsidiaries shall not adopt or amend, in any material respect, any plan for the benefit or welfare of any directors, officers or employeesemployees of the Company, except as contemplated hereby or as may be required by applicable law or regulation; (g) each of the Company and the Subsidiaries shall use its best efforts, to the extent not prohibited by the foregoing provisions of this Section 7.014.01, to maintain its relationships with its suppliers 40 and customers, clients, and others having business dealings with it, and if and as requested by Parent or Acquisition, (i) the Company shall use its best efforts to make reasonable arrangements for representatives of Parent or Acquisition to meet with customers and suppliers of the Company, and (ii) the Company shall schedule, and the management of the Company shall participate in, meetings of representatives of Parent or Acquisition with employees of the Company for purposes of dealing with the transition issues related to the Merger; (h) the Company shall provide to Parent a draft of any Federal income Tax return pertaining only to the Company or material state, local or foreign Tax return (other than state or local sales and use taxes) pertaining only to the Company required to be filed on behalf of the Company between the Effective Date of this Agreement and the Effective Time at least 15 days prior to the date on which such return is due; and (i) the Company shall respond to inquiries of and shall consult with Parent as to the management, Business, and affairs of the Company; provided, however, that the final decisions as to the conduct of the management, Business, and affairs of the Company shall remain with the Company.