COVENANTS AND RELATED AGREEMENTS. The parties covenant and agree as follows:
COVENANTS AND RELATED AGREEMENTS. (a) Conduct of business. From the date hereof through the day of Closing, Subsidiary and ProCon shall conduct their respective businesses in the ordinary course and in material compliance with all requirements of laws to which they are subject, and shall keep their respective business and properties substantially intact. Subsidiary and ProCon shall promptly notify each other of any lawsuit, claims, proceedings, or investigations which after the date hereof are threatened or commenced against it or against any officer, director, employee, affiliate, or consultant of it with respect to the transactions contemplated hereby or which reasonably could be expected to have a material adverse affect. Neither ProCon nor Subsidiary shall issue, commit to issue, redeem, purchase, or amend the terms of any of its capital stock after the date hereof. ProCon and Subsidiary undertake and agree to take no action, which would cause the Merger to fail to qualify as reorganization within the meaning of Section368(a)(1)(A) of the Code, and agree that they will file no tax returns or otherwise takes a position inconsistent with such tax treatment.
COVENANTS AND RELATED AGREEMENTS. INDEMNIFICATION
