Common use of Covenants of AIC Clause in Contracts

Covenants of AIC. AIC covenants and agrees that, during the period from the date of this Agreement until the earlier of the Closing Date or the date of termination of this Agreement, AIC shall, other than as contemplated by this Agreement or for the purposes of effecting the Exchange and Closing pursuant to this Agreement, conduct its business as presently operated and solely in the ordinary course, and consistent with such operation, and, in connection therewith, without the written consent of the Majority Shareholder, AIC shall procure that AIC shall not do any of the following: (a) except as otherwise contemplated by this Agreement, amend its Certificate of Incorporation or Bylaws; (b) pay or agree to pay to any employee, officer or director compensation that is in excess of the current compensation level of such employee, officer or director other than salary increases or payments made in the ordinary course of business or as otherwise provided in any contracts or agreements with any such employees; (c) merge or consolidate with any other entity or acquire or agree to acquire any other entity; (d) create, incur, assume, or guarantee any indebtedness for money borrowed except in the ordinary course of business, or create or suffer to exist any mortgage, lien or other Encumbrance on any of its assets, except those in existence on the date hereof or those granted pursuant to agreements in effect on the date of this Agreement or provided to or by MTIX and MTIX and/or any of their respective Affiliates; (e) make any capital expenditure or series of capital expenditures except in the ordinary course of business; (f) declare or pay any dividends on or make any distribution of any kind with respect to the AIC shares; (g) fail to pay premiums in respect of all present insurance coverage of the types and in the amounts as are in effect as of the date of this Agreement; (h) fail to seek to preserve the present employees, reputation and business organization of AIC and AIC’s relationship with its clients and others having business dealings with it; (i) except as contemplated by this Agreement, change its outstanding capital stock or issue any shares or take any action affecting the capitalization of AIC; (j) fail to use commercially reasonable efforts to comply with and not be in default or violation under any law, regulation, decree or order applicable to AIC’s business or operations where such violation would have a Material Adverse Effect; (k) grant any severance or termination pay to any director, officer or any other employees of AIC, other than pursuant to agreements in effect on the date of this Agreement or as otherwise disclosed in the documents delivered pursuant to this Agreement; (l) change any of the accounting principles or practices used by it, except as may be required as a result of a change in law or in GAAP, whether in respect of Taxes or otherwise; (m) terminate or waive any right of substantial value other than in the ordinary course of business; or (n) shall not enter into any material contract or commitment other than in the ordinary course of business.

Covenants of AIC. AIC covenants and agrees that, during that prior to the period from the date of this Agreement until the earlier of the Closing Date or the date of termination of this Agreement, AIC shall, other than as contemplated by this Agreement or for the purposes of effecting the Exchange and Closing pursuant to this Agreement, conduct its business as presently operated and solely in the ordinary course, and consistent with such operation, and, in connection therewith, without the written consent of the Majority Shareholder, AIC shall procure that AIC shall not do any of the followingclosing date: (a) except as otherwise contemplated by this AgreementNo dividend shall be declared or paid or other distribution (whether in cash, amend its Certificate stock, property or any combination thereof) or payment declared or made in respect of Incorporation AIC Common Stock nor shall AIC purchase, acquire or Bylaws;redeem or split, combine or reclassify any shares of AIC Common Stock. (b) pay or agree to pay to any employeeExcept as herein provided, officer or director compensation that is in excess of the current compensation level of such employee, officer or director other than salary increases or payments no change shall be made in the ordinary course number of business shares of authorized or as otherwise provided in issued AIC common stock; nor shall any contracts option, warrant, call, right, commitment or agreements with agreement (other than this Agreement) of any such employees;character be granted or made by AIC relating to its authorized or issued AIC Common stock; nor shall AIC issue, grant or sell any securities or obligation convertible into or exchangeable for shares of common stock, (c) merge AIC will not (i) incur any indebtedness for borrowed money; (ii) assume, guarantee, endorse, or consolidate with otherwise become liable or responsible (whether directly contingently or otherwise) for the obligations of any other entity individual, firm or acquire corporation; or agree (iii) make any loans, advances of capital contributions to acquire or investments in, any other entity;individual, firm or corporation. (d) create, incur, assume, AIC will not alter or guarantee change any indebtedness for money borrowed except in the ordinary course of business, or create or suffer to exist any mortgage, lien employment or other Encumbrance on contract with any of its assetsmanagement personnel or make, except those in existence on adopt, alter, revise, or amend any pension, bonus, profit-sharing or other employee benefit plan, or grant any salary increase or bonus to any person or owe any accrued salary or other compensation under any agreement or plan without the date hereof or those granted pursuant to agreements in effect on the date prior written consent of this Agreement or provided to or by MTIX and MTIX and/or any of their respective Affiliates;CASINO. (e) make AIC will not take, agree to take, or knowingly permit to be taken any capital expenditure action, or series of capital expenditures except do, or knowingly permit to be done anything in the ordinary course conduct of business; (f) declare the business of AIC, or pay any dividends on otherwise, which would be contrary to or make any distribution in breach of any kind with respect to the AIC shares; (g) fail to pay premiums in respect of all present insurance coverage of the types and in the amounts as are in effect as of the date terms or provisions of this Agreement; (h) fail to seek to preserve the present employees, reputation and business organization of AIC and AIC’s relationship with its clients and others having business dealings with it; (i) except as contemplated by this Agreement, change its outstanding capital stock or issue any shares or take any action affecting the capitalization of AIC; (j) fail to use commercially reasonable efforts to comply with and not be in default or violation under any law, regulation, decree or order applicable to AIC’s business or operations where such violation which would have a Material Adverse Effect; (k) grant any severance or termination pay to any director, officer or any other employees of AIC, other than pursuant to agreements in effect on the date of this Agreement or as otherwise disclosed in the documents delivered pursuant to this Agreement; (l) change cause any of the accounting principles representations of AIC contained herein to be or practices used by it, except as may be required as a result of a change become untrue in law or in GAAP, whether in respect of Taxes or otherwise; (m) terminate or waive any right of substantial value other than in the ordinary course of business; or (n) shall not enter into any material contract or commitment other than in respect at the ordinary course of businessClosing Date.