Common use of Conduct Prior to Closing Clause in Contracts

Conduct Prior to Closing. A. During the period commencing on the Effective Date and ending on the Closing Date (unless this Agreement shall be terminated prior to a Closing), the business and affairs of IGP and the Project Partnerships will be conducted only in their ordinary course, and neither IGP nor any of the Project Partnerships must experience any adverse change in their respective business, properties, aspects or prospects. Seller agrees that, without prior written approval of Purchaser, Seller will not (and will cause or ensure that IGP does not): (i) enter into or modify (except as required by applicable law) any compensation, benefit, or other plan, agreement or arrangement (whether written or oral) with respect to any of their directors, officers or employees; except however, the IGP/Seller can continue with the current negotiations of the Union Bargaining Agreement; (ii) modify substantially the manner in which it has heretofore conducted its business, either into any new line of business or amend its Partnership Agreement; (iii) dispose of or discontinue any of its material business or properties (except for the Excluded Assets and Ineligible Liabilities) or merge or consolidate with any other entity; (iv) dispose of or acquire any material contracts or material assets, including without limitation, intellectual property, except in the ordinary course of business; (v) take any other action not in the ordinary course of business; or (vi) agree to take any foregoing actions. B. From and after the Effective Date and until the Closing, Purchaser will have the right to appoint an administrative agent who will work on a day-to-day basis with the management of IGP to ensure the orderly and timely transition of the operation of the Project Partnerships and the related Subject Properties to Purchaser at the Closing. The administrative agent appointed by Purchaser shall have continuous access to financial and accounting records of IGP related to the Project Partners and related Subject Properties.

Conduct Prior to Closing. A. During From the period commencing on the Effective Date and ending on date of this Agreement until the Closing Date (unless or until the earlier termination of this Agreement shall be terminated prior to a Closingin accordance with its terms), the business and affairs of IGP and the Project Partnerships will be conducted only in their ordinary course, and neither IGP nor any of the Project Partnerships must experience any adverse change in their respective business, properties, aspects or prospects. Seller agrees that, without prior written approval of Purchaser, Seller will not (and will cause or ensure that IGP does not): (i) enter into or modify (except as required by applicable lawLaw or with the consent in writing of Purchaser, Seller Parties shall use, own and operate the Assets in the Ordinary Course of Business and shall use reasonable best efforts to maintain and to preserve the rights, franchises, goodwill and relationships with Persons having business relationships with Seller Parties in relation to the Assets. Without limiting the generality of the foregoing, except as required by applicable Law or set forth on Section 4.1 of the Disclosure Schedule or as consented to in writing by Purchaser (which consent shall not be unreasonably withheld), Seller Parties shall not: (a) fail to maintain the Assets in the same condition as on the date hereof; (b) enter into any compensationnew Contract affecting any of the Assets or Assumed Liabilities; (c) make any capital improvements or other modifications to the Sxxxxx Road Real Property except as required to comply with Monterey County regulations; (d) modify, benefitassign, terminate or waive any rights under the AT&T Agreement or the Razzolink Lease; (e) sell, lease, transfer or otherwise dispose of any Assets or create or permit the creation of any Lien on any Assets; (f) institute, settle, waive or release any Action with respect to the Assets; (g) issue, create, incur, assume or guarantee any Indebtedness of any Seller Entity (other than Indebtedness to be discharged at the Closing) or any Lien on any of the Assets; (h) cancel or permit the lapse of any insurance policy covering the Assets; (i) adopt any plan of merger, consolidation, reorganization, liquidation, or other plandissolution, agreement or arrangement file a petition in bankruptcy under any provisions of federal or state bankruptcy Law involving Seller Entities; (whether written j) transfer, assign or oral) grant any license or sublicense of any material rights under or with respect to any of their directors, officers or employees; except however, the IGP/Seller can continue with the current negotiations of the Union Bargaining Agreement; (ii) modify substantially the manner in which it has heretofore conducted its business, either into any new line of business or amend its Partnership Agreement; (iii) dispose of or discontinue any of its material business or properties (except for the Excluded Assets and Ineligible Liabilities) or merge or consolidate with any other entity; (iv) dispose of or acquire any material contracts or material assets, including without limitation, intellectual property, except in the ordinary course of business; (v) take any other action not in the ordinary course of businessEntity IP; or (vik) contract, commit or agree to take do any foregoing actions. B. From and after the Effective Date and until the Closing, Purchaser will have the right to appoint an administrative agent who will work on a day-to-day basis with the management of IGP to ensure the orderly and timely transition of the operation of the Project Partnerships and the related Subject Properties to Purchaser at the Closing. The administrative agent appointed by Purchaser shall have continuous access to financial and accounting records of IGP related to the Project Partners and related Subject Propertiesforegoing.

Conduct Prior to Closing. A. During From and after the period commencing on the Effective Date and ending on the Closing Date (unless date of this Agreement shall be terminated prior to a until the Closing), the business and affairs of IGP Company and the Project Partnerships will be conducted only in Investor shall act with good faith towards, and shall use their ordinary coursereasonable efforts to consummate, the transactions contemplated by this Agreement, and neither IGP the Company nor the Investor will take any action that would prohibit or impair its ability to consummate the transactions contemplated by this Agreement. From the date hereof until the Closing, the Company shall conduct its business in the ordinary course and shall use all reasonable efforts to preserve intact its business organizations and relationships with third parties and to keep available the services of the Project Partnerships must experience any adverse change in their respective business, properties, aspects or prospects. Seller agrees that, without prior written approval of Purchaser, Seller will not (and will cause or ensure that IGP does not): (i) enter into or modify (except as required by applicable law) any compensation, benefit, or other plan, agreement or arrangement (whether written or oral) with respect to any of their present directors, officers or and key employees; except however, . Without limiting the IGP/Seller can continue with the current negotiations generality of the Union Bargaining Agreement; (ii) modify substantially foregoing, from the manner in which it has heretofore conducted its business, either into any new line of business or amend its Partnership Agreement; (iii) dispose of or discontinue any of its material business or properties (except for date hereof until the Excluded Assets and Ineligible Liabilities) or merge or consolidate with any other entity; (iv) dispose of or acquire any material contracts or material assets, including without limitation, intellectual propertyClosing, except as contemplated by this Agreement, without the prior written consent of the Investor: (a) the Company shall not adopt or propose (or agree to commit to) any change in the Certificate of Incorporation or its By-Laws; (b) other than in the ordinary course of business; business of the Company consistent with past practice, the Company shall not, sell or license any of the assets of the Company; (vc) take any other action not than in the ordinary course of businessbusiness of the Company consistent with past practice, the Company shall not acquire any assets of any other Person or Persons or acquire any equity, partnership or other interests in any other Person or Persons; or (vid) the Company shall not repay, redeem or repurchase any indebtedness of the Company or any shares of capital stock of the Company; (e) the Company shall not enter into any transaction with any director, executive officer or Affiliate of the Company out of the ordinary course of its business consistent with past practice; (f) the Company shall not (i) grant to any employee any increase in salary or other remuneration not consistent with past practices or any increase in severance or termination pay; (ii) grant or approve any general increase in salaries of all or a substantial portion of its employees not consistent with past practice; (iii) pay or award any bonus, incentive, compensation, service award or other like benefit for or to the credit of any employee except in accordance with written policy or consistent with past practice; or (iv) enter into any employment contract or severance arrangement with any employee except in accordance with written policy or consistent with past practice or adopt or amend in any material respect any of its employee benefit plans except as required by law; (g) the Company shall not take or agree to commit to take any action that would make any representation or warranty of the Company hereunder required to be true at and as of the Closing as a condition to the Investor's obligations to consummate the transactions contemplated hereby, inaccurate at the Closing; and (h) the Company shall not agree or commit to do any of the foregoing. From the date hereof until the Closing, each of the Subsidiaries will be prohibited from taking any of the actions contemplated by the foregoing actions. B. sentence without the prior written consent of the Investor. From and after the Effective Date and date of this Agreement until the Closing, Purchaser the Company will have permit the right to appoint an administrative agent who will work on a day-to-day basis with the management of IGP to ensure the orderly Investor and timely transition its officers, directors, employees, counsel, accountants and other authorized representatives of the operation Investor or any of the Project Partnerships its Affiliates to visit and the related Subject Properties inspect any of its properties, to Purchaser at the Closing. The administrative agent appointed by Purchaser shall have continuous access to examine its corporate, financial and accounting operating records of IGP related and make copies thereof or abstracts therefrom and to discuss its affairs, business practices, finances and accounts with their respective directors, officers and independent public accountants, as often as may be reasonably requested, upon reasonable advance notice to the Project Partners and related Subject PropertiesCompany.

Conduct Prior to Closing. A. During Within the period commencing on four (4) months prior to the Effective Closing Date and ending or on the Closing Date (unless this Agreement shall be terminated prior to a Closing)Date, except as set forth in Section 4.37 of the Schedule, Seller has conducted its business and affairs of IGP and the Project Partnerships will be conducted only in their the ordinary course, and neither IGP nor any of the Project Partnerships must experience any adverse change in their respective business, properties, aspects or prospects. Seller agrees that, without prior written approval of Purchaser, Seller will not (and will cause or ensure that IGP does has not):: (ia) enter into issued, sold or modify (except as required by applicable law) delivered any compensation, benefitshares of its capital stock or issue or sell any securities convertible into, or other plan, agreement or arrangement (whether written or oral) options with respect to, or warrants to purchase or rights to subscribe to, any shares of their directors, officers or employees; except however, the IGP/Seller can continue with the current negotiations of the Union Bargaining Agreementits capital stock; (iib) modify substantially the manner effected any recapitalization, reclassification, stock dividend, stock split or like change in which it has heretofore conducted its business, either into any new line of business or amend its Partnership Agreementcapitalization; (iiic) dispose amended its articles of incorporation or discontinue any by-laws; (d) merged or consolidated with, or, except as a result of foreclosure or repossession in the ordinary course of its material business or properties (except for mortgage banking business, acquired substantially all of the Excluded Assets and Ineligible Liabilities) or merge or consolidate with assets of, any other entity; (ive) dispose sold, transferred, leased or encumbered a material amount of or acquire any material contracts or material assets, including without limitation, intellectual property, assets (other than Excluded Assets) except in the ordinary course of business; (vf) take materially altered or varied its methods or policies of (i) underwriting, pricing, originating, warehousing, selling and servicing, or buying or selling rights to service, its Mortgage Loans, (ii) hedged (which term includes both buying futures and forward commitments from financial institutions) its mortgage loan positions or commitments, and (iii) obtained financing and credit; (g) granted to any director, officer, employee or consultant any material increase in compensation or benefits (other action not than as may be required under the terms of written agreements in effect on the date hereof and other than normal increases made in the ordinary course of business; orbusiness to officers or employees in accordance with customary past practices and policies); (vih) agree granted any severance or termination pay (other than as may be required under the terms of written agreements in effect on the date hereof) to, or entered into or amended any employment or severance agreement with, any person, other than termination pay paid in the ordinary course of business to officers or employees in accordance with customary past practices and policies; (i) adopted any new or amended any existing director, officer or employee benefit plans (including, without limitation, profit sharing, bonus, director and officer incentive compensation, retirement, medical, hospitalization, life or other insurance plans, arrangements and commitments) or any trust agreement relating thereto; (j) incurred any debt other than in the ordinary course of business in amounts consistent with past practice; (k) made any change in accounting principles or methods from those currently employed, except as required by GAAP or by applicable regulatory requirements; (l) granted any mortgage or security interest in, or made any pledge of, or permitted any lien or encumbrance to be placed on, any of its assets or properties other than in the ordinary course of business consistent with past practice; (m) canceled, waived, released or compromised any material debt or claim, other than upon payment in full; (n) failed to maintain in full force and effect all existing insurance policies and fidelity bonds; (o) To the best of Seller's knowledge, taken any action, or failed to take any foregoing actions. B. From and after the Effective Date and until the Closingaction, Purchaser will have the right to appoint an administrative agent who will work on that would result in a day-to-day basis with the management of IGP to ensure the orderly and timely transition material breach or violation of the operation representations and warranties of Seller contained in this Agreement or caused any condition to the transactions contemplated hereby not to be satisfied; (p) accelerated, terminated, modified or canceled any material contract, lease, or license to which Seller is a party; (q) entered into any employment or collective bargaining agreement, or modified any existing employment or collective bargaining agreement; and (r) agreed to do any of the Project Partnerships and the related Subject Properties to Purchaser at the Closing. The administrative agent appointed by Purchaser shall have continuous access to financial and accounting records of IGP related to the Project Partners and related Subject Propertiesforegoing included in (a) through (q).