Common use of Conduct Pending Closing Clause in Contracts

Conduct Pending Closing. From the date of this Agreement to the Closing Date, and except as otherwise specifically provided in this Agreement or consented to or approved by the Purchaser in advance in writing, such consent or approval not to be unreasonably withheld or delayed, the Shareholders agree as follows: (a) the Shareholders shall cause the Company to carry on its business substantially in the same manner as heretofore conducted and shall not engage in any transaction or activity, enter into or amend any agreement or make any commitment except in the ordinary course of business; (b) the Shareholders shall use reasonable commercial efforts to preserve the Company’s existence and business organization intact and to preserve the Company’s business, properties, assets and relationships with its personnel, suppliers, customers and others with whom it has business relations; (c) the Shareholders shall cause the Company to distribute all cash and cash equivalents to the Shareholders, except for cash necessary to cover outstanding checks as of the date of the Closing; (d) the Shareholders shall cause the Company to not (A) grant any special conditions with respect to any Account Receivable other than in the ordinary course of business consistent with past practice, (B) fail to pay any Account Payable on a timely basis in the ordinary course of business consistent with past practice, (C) except as disclosed in this Agreement, make or commit to make any capital expenditures in excess of $10,000 in the aggregate without the prior written consent of the Purchaser or (D) start up or acquire any new business or product line which is not similar to or directly complementary to any existing business or product line; (e) the Shareholders shall cause the Company to not enter into any settlement with respect to any Proceeding against or relating to the Company; and (f) the Shareholders shall not voluntarily take any action or cause the Company to take any action, or voluntarily fail to take any action or cause the Company to voluntarily fail to take any action the failure of which, would cause, any representation or warranty of the Shareholders contained in this Agreement to be breached or untrue in any material respect.

Conduct Pending Closing. From (a) During the date of this Agreement to the Pre-Closing DatePeriod, and except as otherwise specifically provided in this Agreement the Transaction Documents or consented to or approved by the Purchaser Buyer in advance in writing, such consent or approval not to be unreasonably withheld or delayed, Sellers and the Shareholders Stockholder agree as follows: (ai) Sellers shall conduct the Shareholders shall cause the Company to carry on its business Business substantially in the same manner as heretofore conducted ordinary course consistent with past practice and shall not engage in any transaction or activity, enter into or materially amend (in a manner detrimental to Buyer) any agreement Assumed Contract or make any commitment other Contract exclusively relating to the Business, except in the ordinary course of business; (bii) the Shareholders Sellers shall use commercially reasonable commercial efforts to preserve the Company’s existence Business and business organization intact and to preserve the Company’s businessPurchased Assets, properties, assets and relationships with its personnelemployees, suppliers, customers and others with whom it has business relations; (ciii) Sellers shall not (A) grant any increase in compensation to any Business Employee whose compensation (base salary plus bonus but excluding benefits) for the Shareholders shall cause the Company to distribute all cash and cash equivalents to the Shareholdersfiscal year of Seller ended on March 31, except for cash necessary to cover outstanding checks as of the date of the Closing2009 exceeded $25,000 or (B) enter into, or amend in any material respect, any Employee Plan; (div) the Shareholders Sellers shall cause the Company to not (A) grant any special conditions with respect to any Account Receivable account receivable other than in the ordinary course of business (e.g., extended terms), (B) fail to pay any account payable when due on a timely basis other than in the ordinary course of business consistent with past practice, (B) fail to pay any Account Payable on a timely basis in the ordinary course of business consistent with past practice, (C) except as disclosed in this Agreement, make or commit to make any capital expenditures in excess of $10,000 in the aggregate without the prior written consent of the Purchaser aggregate, or (D) start up or acquire any new business or product line which is not similar to or directly complementary to any existing business or product line; (ev) none of the Shareholders Sellers nor the Stockholder shall cause the Company to not enter into any settlement with respect to any Proceeding against or relating primarily to the CompanyBusiness or the Purchased Assets; (vi) no Seller shall make any distribution of property in respect of its capital stock or otherwise, except for distributions of Cash; and (fvii) none of the Shareholders Sellers nor the Stockholder shall not voluntarily take any action or cause the Company to take any actionwhich would cause, or voluntarily fail to take any action or cause the Company to voluntarily fail to take any action the failure of which, which would cause, any representation or warranty of any Seller or the Shareholders Stockholder contained in this Agreement to be breached or untrue in any material respectrespect that would reasonably be expected to cause the condition in Section 8.1 to not be achieved.

Conduct Pending Closing. From (a) Other than as set forth on Section 6.2 of the Seller Disclosure Schedule, from and after the date hereof until the earlier of the Closing or the termination of this Agreement pursuant to Article XI, Seller shall and shall cause the Company to: (i) conduct the European Business, in all material respects, as currently conducted and only in the ordinary course consistent with past practice; (ii) use commercially reasonable efforts to (A) maintain its Assets, relations with present employees, suppliers, licensees and operations as an ongoing business operation in accordance with past custom and practice, and (B) comply in all material respects with all applicable Laws affecting or relating to the European Business; (iii) maintain in good standing all material Permits held by the Company on a timely basis; and (iv) maintain the Facilities, consistent with past practice. (b) Other than as set forth in Section 6.2 of the Seller Disclosure Schedule or as consented to in writing by Purchaser, from and after the date hereof until the earlier of the Closing or the termination of this Agreement pursuant to Article XI, Seller shall not, and Seller shall cause the Company not to: (i) take or omit to take any action that is within the control of Seller or the Company which would result in the representations and warranties contained in this Agreement and the Related Documents being untrue on the Closing Date, and except other than such action as otherwise specifically provided shall have been previously agreed to in this Agreement or consented to or approved writing by the Purchaser in advance in writing, such consent or approval not to be unreasonably withheld or delayed, the Shareholders agree as follows:parties hereto; (aii) sell, lease, license, transfer or otherwise dispose of or mortgage, pledge or otherwise suffer to exist any Encumbrance (except Permitted Encumbrances) on any of the Shareholders shall cause the Company to carry on its business substantially in the same manner as heretofore conducted and shall not engage in any transaction or activityCompany's Assets, enter into or amend any agreement or make any commitment except for (A) sales of inventory in the ordinary course of business; business or (bB) the Shareholders shall use reasonable commercial efforts to preserve the Company’s existence and business organization intact and to preserve the Company’s business, properties, assets and relationships with an Encumbrance that upon its personnel, suppliers, customers and others with whom it has business relations; (c) the Shareholders shall cause the Company to distribute all cash and cash equivalents to the Shareholders, except for cash necessary to cover outstanding checks as of the date of terms expires before the Closing; (diii) the Shareholders shall cause modify, amend or terminate any material Contract of the Company or waive, release or assign any material rights thereunder; (iv) make any Tax election or settle or compromise any income Tax Liability that could reasonably be anticipated to not adversely affect the Company or the European Business after the Closing Date; (Av) grant any special conditions change its practices, policies or procedures with respect to the timing of the payment of accounts payable or the collection of accounts receivable; (vi) adopt, amend or otherwise modify in any Account Receivable respect any Employee Plan or enter into, amend or otherwise modify any collective bargaining agreement with any labor union, works agreement with the works council or other agreement with any Employees' representative body that applies to, or covers, Employees or managing directors, except, in each case, as required by Law or under this Agreement; (vii) grant to any Employee whose annual salary is (euro)100,000 or more any increase in cash compensation, except as is required under existing Employment Contracts, any renewal of an Employment Contract in the ordinary course of the business or any Employee Plan; (viii) enter into any Contract relating to the provision of services by the Company or the distribution, sale or marketing by third parties of the Company's services in an amount in excess of (euro)100,000; (ix) purchase or make any contract for the purchase of assets or properties, other than purchases in the ordinary course of business or less than (euro)100,000 in the aggregate; (x) make any new commitments which would require expenditure of more than (euro)100,000 in the aggregate other than in the ordinary course of business consistent with past practice, (B) fail to pay any Account Payable on a timely basis in the ordinary course of business consistent with past practice, (C) except as disclosed in this Agreement, make or commit to make any capital expenditures in excess of $10,000 in the aggregate without the prior written consent of the Purchaser or (D) start up or acquire any new business or product line which is not similar to or directly complementary to any existing business or product line; (e) the Shareholders shall cause the Company to not enter into any settlement with respect to any Proceeding against or relating to the Companybusiness; and (fxi) the Shareholders shall not voluntarily take any action agree or cause the Company otherwise commit to take any action, or voluntarily fail to take any action or cause the Company to voluntarily fail to take any action the failure of which, would cause, any representation or warranty of the Shareholders contained in this Agreement to be breached or untrue in any material respectactions set forth above.

Conduct Pending Closing. From the date of this Agreement to through the Closing Date, and except as otherwise specifically provided in this Agreement or consented to or approved by the Purchaser Parent in advance in writing, such consent or approval not to be unreasonably withheld or delayed, the Shareholders agree as follows: (a) the Shareholders COAH shall cause the Company to carry on its business the Business substantially in the same manner as heretofore conducted and shall not engage in any transaction or activity, enter into or amend any agreement or make any commitment except in the ordinary course of business; (b) the Shareholders COAH shall use reasonable commercial efforts to preserve the CompanyCOAH’s existence and business organization intact and to preserve the CompanyBusiness and COAH’s business, properties, assets and relationships with its personnel, suppliers, customers and others with whom it has business relations; (c) the Shareholders COAH shall cause the Company to distribute all cash and cash equivalents to the Shareholders, except for cash necessary to cover outstanding checks as of the date of the Closingnot hire any employees or enter into or establish any Employee Benefit Plan; (d) the Shareholders COAH shall cause the Company to not (A) grant any special conditions with respect to any Account Accounts Receivable other than in the ordinary course of business consistent with past practicebusiness, (B) fail to pay any Account Payable on a timely basis in the ordinary course of business consistent with past practice, (C) except as disclosed in this Agreement, make or commit to make any capital expenditures in excess of $10,000 in the aggregate without the prior written consent of the Purchaser or (D) start up or acquire any new business or product line which is not similar to or directly complementary to any existing business or product line; (e) the Shareholders COAH shall cause the Company to not enter into any settlement with respect to any Proceeding against or relating to the CompanyCOAH; (f) COAH shall not make any distribution of property, except for distributions of cash and cash equivalents to pay Accounts Payable, Accrued Liabilities and Indebtedness; and (fg) the Shareholders COAH shall not voluntarily take any action or cause the Company to take any actionwhich would cause, or voluntarily fail to take any action or cause the Company to voluntarily fail to take any action the failure of which, which would cause, any representation or warranty of the Shareholders contained COAH set forth in this Agreement to be breached or untrue in any material respect.

Conduct Pending Closing. Except as disclosed on SCHEDULE 6.5, (a) From the date of this Agreement Effective Date to the Closing Date, and except as otherwise specifically provided in this Agreement or consented to or approved by the Purchaser Buyer in advance in writing, such consent or approval not to be unreasonably withheld or delayed, the Shareholders agree Seller agrees as follows: (ai) the Shareholders The Corporation shall cause the Company to carry on its business substantially in the same manner as heretofore conducted and shall not engage in any transaction or activity, enter into into, terminate or amend any agreement or make any commitment except in the ordinary course of business;. (bii) the Shareholders The Corporation shall use reasonable commercial efforts to preserve the Company’s its existence and business organization intact and to preserve the Company’s business, its properties, assets and relationships with its personnelemployees, suppliers, customers and others with whom it has business relations;. (ciii) the Shareholders The Corporation shall cause the Company not (i) grant any increase in compensation to distribute all cash and cash equivalents to the Shareholdersany employee or (ii) enter into, except for cash necessary to cover outstanding checks as of the date of the Closing;or amend in any material respect, any Employee Benefit Plan. (div) the Shareholders The Corporation shall cause the Company to not (A) grant any special conditions with respect to any Account Receivable other than in the ordinary course of business consistent with past practice(e.g., extended terms), (B) fail to pay any Account Payable on a timely basis in the ordinary course of business consistent with past practice, (C) except as described on SCHEDULE 6.5 or as otherwise disclosed in this Agreement, make or commit to make any capital expenditures expenditures, (D) purchase Inventory in excess of $10,000 supplies necessary in the aggregate without ordinary course of business and, in no event exceeding, for any particular item, a 6 month supply (E) ship Inventory or take any other action designed or having the prior written consent effect of accelerating the Purchaser generation of Accounts Receivable in a manner inconsistent with past practice or (DF) start up or acquire any new business or product line which is not similar to or directly complementary to any existing business or product line;. (ev) the Shareholders The Corporation shall cause the Company to not enter into any settlement with respect to any Proceeding against or relating to the Company; andCorporation, or any of its officers, directors, employees, or properties, assets or business. (fvi) the Shareholders The Corporation shall not make any payment of principal with respect to any debt owing to Seller or any other Affiliate; and Seller hereby waives any rights it may have to any principal payments owed to it by the Corporation during this period, provided that the transaction contemplated by this Agreement is completed. (vii) No change or amendment shall be made in or to the certificate or articles of incorporation or other governing or organizational charter or instruments of the Corporation. (viii) The Corporation shall not declare, pay or set aside for payment any dividend or other distribution (whether in cash, stock or property) with respect to its capital stock or directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock. (ix) Neither the Seller nor the Corporation shall voluntarily take any action or cause the Company to take any actionwhich would cause, or voluntarily fail to take any action or cause the Company to voluntarily fail to take any action the failure of which, which would cause, any representation or warranty of the Shareholders Seller contained in this Agreement to be breached or untrue in any material respect. (x) The Corporation shall not make any payment of interest with respect to any debt owing to Seller or any other Affiliate; and Seller hereby waives any rights it may have to any interest payments owed to it by the Corporation during this period, provided that the transaction contemplated by this Agreement is completed. (b) From the date of this Agreement to the Closing Date, and except as otherwise specifically provided in this Agreement or consented to or approved by Seller in advance in writing, such consent or approval not to be unreasonably withheld or delayed, Buyer shall not voluntarily take any action which would cause, or voluntarily fail to take any action the failure of which would cause, any representation or warranty of Buyer contained in this Agreement to be breached or untrue in any respect.

Conduct Pending Closing. (a) From the date of this Agreement to the Closing Date, and except as otherwise specifically provided in this Agreement or consented to or approved by the Purchaser Buyer in advance in writing, such consent or approval not to be unreasonably withheld or delayed, Seller and the Shareholders Shareholder agree as follows: (ai) the Shareholders Seller shall cause the Company to carry on its business the Business substantially in the same manner as heretofore conducted and shall not engage in any transaction or activity, enter into or amend any agreement or make any commitment except in the ordinary course of business; (bii) the Shareholders Seller shall use reasonable commercial efforts to preserve the Company’s existence Business and business organization intact and to preserve the Company’s business, its properties, assets and relationships with its personnelemployees, suppliers, customers and others with whom it has business relations; (ciii) Seller shall not (A) grant any increase in compensation to any employee whose compensation (base salary plus bonus but excluding benefits) for the Shareholders shall cause the Company to distribute all cash and cash equivalents to the Shareholdersfiscal year of Seller ended on December 31, except for cash necessary to cover outstanding checks as of the date of the Closing2007 exceeded $25,000 or (B) enter into, or amend in any material respect, any Employee Benefit Plan; (div) the Shareholders Seller shall cause the Company to not (A) grant any special conditions with respect to any Account Receivable account receivable other than in the ordinary course of business consistent with past practice(e.g., extended terms), (B) fail to pay any Account Payable account payable on a timely basis in the ordinary course of business consistent with past practice, (C) except as disclosed in this Agreement, make or commit to make any capital expenditures in excess of $10,000 5,000 in the aggregate without the prior written consent of the Purchaser or (D) start up or acquire any new business or product line which is not similar to or directly complementary to any existing business or product line; (ev) neither Seller nor the Shareholders Shareholder shall cause the Company to not enter into any settlement with respect to any Proceeding against or relating to the CompanyBusiness, Seller or any officers, directors, employees, properties, assets or business of Seller; (vi) Seller shall not make any distribution of property in respect of its capital stock or otherwise, except for distributions of Cash; and (fvii) neither Seller nor the Shareholders Shareholder shall not voluntarily take any action or cause the Company to take any actionwhich would cause, or voluntarily fail to take any action or cause the Company to voluntarily fail to take any action the failure of which, which would cause, any representation or warranty of Sellers and the Shareholders Shareholder contained in this Agreement to be breached or untrue in any material respect. (b) From the date of this Agreement to the Closing Date, and except as otherwise specifically provided in this Agreement or consented to or approved by Seller and the Shareholder in advance in writing, such consent or approval not to be unreasonably withheld or delayed, Buyer shall not voluntarily take any action which would cause, or voluntarily fail to take any action the failure of which would cause, any representation or warranty of Buyer contained in this Agreement to be untrue in any material respect.

Conduct Pending Closing. From the date of this Agreement to through the Closing Date, and except as otherwise specifically provided in this Agreement or consented to or approved by the Purchaser Parent in advance in writing, such consent or approval not to be unreasonably withheld or delayed, the Shareholders agree as follows: (a) the Shareholders OWL shall cause the Company to carry on its business the Business substantially in the same manner as heretofore conducted and shall not engage in any transaction or activity, enter into or amend any agreement or make any commitment except in the ordinary course of business; (b) the Shareholders OWL shall use reasonable commercial efforts to preserve the CompanyOWL’s existence and business organization intact and to preserve the CompanyBusiness and OWL’s business, properties, assets and relationships with its personnel, suppliers, customers and others with whom it has business relations; (c) the Shareholders OWL shall cause the Company to distribute all cash and cash equivalents to the Shareholders, except for cash necessary to cover outstanding checks as of the date of the Closingnot hire any employees or enter into or establish any Employee Benefit Plan; (d) the Shareholders OWL shall cause the Company to not (A) grant any special conditions with respect to any Account Accounts Receivable other than in the ordinary course of business consistent with past practicebusiness, (B) fail to pay any Account Payable on a timely basis in the ordinary course of business consistent with past practice, (C) except as disclosed in this Agreement, make or commit to make any capital expenditures in excess of $10,000 in the aggregate without the prior written consent of the Purchaser or (D) start up or acquire any new business or product line which is not similar to or directly complementary to any existing business or product line; (e) the Shareholders OWL shall cause the Company to not enter into any settlement with respect to any Proceeding against or relating to the CompanyOWL; (f) OWL shall not make any distribution of property, except for distributions of cash and cash equivalents to pay Accounts Payable, Accrued Liabilities and Indebtedness; and (fg) the Shareholders OWL shall not voluntarily take any action or cause the Company to take any actionwhich would cause, or voluntarily fail to take any action or cause the Company to voluntarily fail to take any action the failure of which, which would cause, any representation or warranty of the Shareholders contained OWL set forth in this Agreement to be breached or untrue in any material respect.