Common use of Interim Conduct of Business Clause in Contracts

Interim Conduct of Business. Except as contemplated by this Agreement, as set forth in Section 5.1 of the Disclosure Schedule or with the prior consent of Buyer, from the date hereof until the Closing, Seller shall use all reasonable efforts to operate the Business consistent with past practice and in the ordinary course of business, or otherwise consistent with the terms of this Agreement. Without limiting the generality of the foregoing and except as otherwise provided in this Agreement or the transactions contemplated hereby or as set forth in Section 5.1 to the Disclosure Schedule, the Seller will cause the Company and each Subsidiary not to, prior to the Closing Date, without the prior consent of Buyer, do any of the following: (a) declare, set aside, or pay any dividend or make any distribution with respect to its capital stock (whether in cash or in kind) or redeem, purchase, or otherwise acquire any of its capital stock, other than transactions solely between the Company and a Subsidiary; (b) sell, lease, transfer, or assign any of its assets, tangible or intangible, to any third party, other than in the ordinary course of business or apply, utilize or otherwise dispose of any assets of the Business to discharge any indebtedness or claims against Seller or any of its Affiliates; (c) impose any Lien upon any of its assets, tangible or intangible; (d) change or authorize a change in the Certificate of Incorporation or bylaws of the Company or any Subsidiary; (e) issue, sell or otherwise dispose of any of its capital stock, or grant any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (f) guarantee any third party indebtedness; (g) incur any borrowings from third parties in excess of $100,000; (h) enter into any agreement or transaction with Seller or its Affiliates; (i) merge or consolidate with any other person or entity or acquire a material amount of assets of any other person or entity; or (j) agree or commit to do any of the foregoing.

Interim Conduct of Business. Except From the date hereof until the Closing, each Company and Parent shall operate the Business as contemplated by a going concern consistent with prior practice and in the ordinary course of business (except as may be authorized pursuant to this Agreement, Agreement or as set forth in Section 5.1 on Schedule 8.1(a) hereto). Without limiting the generality of the Disclosure Schedule or with the prior consent of Buyerforegoing, from the date hereof until the Closing, Seller shall use all reasonable efforts to operate the Business consistent with past practice and in the ordinary course of business, or otherwise consistent with the terms of this Agreement. Without limiting the generality of the foregoing and except as otherwise provided in for transactions contemplated by this Agreement or expressly approved in writing by the transactions contemplated hereby or as set forth in Section 5.1 to the Disclosure Schedule, the Seller will cause the Company and each Subsidiary not to, prior to the Closing Date, without the prior consent of Buyer, do neither Parent nor any of the followingCompany shall: (ai) declareenter into or amend any employment, set asidebonus, severance, or pay retirement contract or arrangement (including any dividend or make any distribution with respect to its capital stock (whether Plan as described in cash or in kind) or redeem, purchaseSection 6.18), or otherwise acquire materially increase any salary or other form of its capital stockcompensation payable or to become payable to any current or former employee, other than transactions solely between the Company and a Subsidiary; (b) sell, lease, transferofficer, or assign any of its assets, tangible or intangible, to any third partydirector, other than in the ordinary course of business consistent with prior practice; (ii) purchase any assets or applyreal estate or any interest therein other than in the ordinary course of business; (iii) merge or consolidate with or agree to merge or consolidate with, utilize or purchase or agree to purchase all or substantially all of the assets of, acquire securities of or otherwise acquire any Person; (iv) sell, lease, transfer or otherwise dispose of any assets of the Business or agree to discharge any indebtedness or claims against Seller or any of its Affiliates; (c) impose any Lien upon any of its assetssell, tangible or intangible; (d) change or authorize a change in the Certificate of Incorporation or bylaws of the Company or any Subsidiary; (e) issuetransfer, sell lease or otherwise dispose of any of its capital stockassets, properties, rights or grant any optionsclaims, warrants, whether tangible or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (f) guarantee any third party indebtedness; (g) incur any borrowings from third parties intangible having an aggregate book value in excess of $100,00050,000, except in the ordinary course of business consistent with prior practice; (hv) enter into incur any agreement long-term indebtedness which will not be repaid in full at Closing, or transaction any other liability, guaranty or obligation (fixed or contingent), other than in the ordinary course of business consistent with Seller or its Affiliatesprior practice; (ivi) merge place or consolidate permit to be placed any Lien on any of the Acquired Assets or properties, other than statutory Liens arising in the ordinary course of business; (vii) change its accounting practices and/or procedures; (viii) accelerate receivables or delay or postpone payment of any accounts payable or other liability, except in the ordinary course of business consistent with prior practice; (ix) transfer any other person assets to Parent or entity any Affiliate or acquire Subsidiary of Parent; (x) agree to a material amount of assets change or add to the terms and conditions of any other person or entityNecessary Permit without the prior written approval of Buyer; (xi) transfer any customer account to any third party; or (jxii) agree or commit to do abandon any part of the foregoingBusiness that would result in a Material Adverse Effect.

Interim Conduct of Business. Except From the date hereof until the Closing, the Company shall operate its business only on a basis consistent with prior practice and only in the ordinary course of business, without change in the nature of such business from that conducted prior to the date hereof except as otherwise contemplated by this Agreement, as set forth in Section 5.1 Agreement or the transactions contemplated hereby. Without limiting the generality of the Disclosure Schedule or with the prior consent of Buyerforegoing, from the date hereof until the Closing, Seller shall use all reasonable efforts to operate the Business consistent with past practice and except for transactions contemplated by this Agreement, listed in the ordinary course of businessSchedule 8.1 hereto, or otherwise consistent with the terms of this Agreement. Without limiting the generality of the foregoing and except as otherwise provided expressly approved in this Agreement or the transactions contemplated hereby or as set forth in Section 5.1 to the Disclosure Schedulewriting by Buyer, the Seller will cause the Company and each Subsidiary not to, prior to the Closing Date, without the prior consent of Buyer, do any of the followingshall not: (ai) declareenter into or amend any employment, set asidebonus, severance or pay retirement contract or arrangement, nor increase any dividend salary or make any distribution with respect other form of compensation payable or to its capital stock (whether in cash or in kind) or redeem, purchase, or otherwise acquire any of its capital stock, other than transactions solely between the Company and a Subsidiary; (b) sell, lease, transfer, or assign any of its assets, tangible or intangible, become payable to any third partyexecutives or employees, other than in the ordinary course of business and consistent with prior practice; (ii) make any purchase, sale or apply, utilize or otherwise dispose disposition of any assets asset or property other than purchases, sales or dispositions in the ordinary course of the Business business; (iii) subject to discharge any indebtedness or claims against Seller or a Lien, other than a Permitted Lien, any of its Affiliatesproperties or assets other than in the ordinary course of business or pursuant to existing obligations of the Company; (civ) impose incur any Lien upon contingent liability as a guarantor or otherwise with respect to the obligations of others, or incur any other contingent or fixed obligations or liabilities except those that are usual and normal in the ordinary course of its assets, tangible or intangiblebusiness; (dv) change merge or authorize a change in the Certificate of Incorporation consolidate with or bylaws agree to merge or consolidate with, or purchase or agree to purchase all or substantially all of the Company assets of, nor otherwise acquire any corporation, partnership, or any Subsidiaryother business organization; (evi) authorize for issuance, issue, sell or otherwise dispose deliver any additional shares of the capital stock or any securities or obligations convertible into shares of its the capital stock, or issue or grant any option, warrant or other right to purchase any shares of capital stock other than (a) the issuance of capital stock or options, warrants, warrants or other rights to purchase any shares of capital stock of the Company upon the exercise, termination, exchange or obtain (including upon conversion, exchangecancellation of any outstanding options or warrants of the Company, or exercise(b) any the issuance of its capital stockCommon Stock of the Company upon conversion of convertible securities of the Company; (fvii) guarantee split, combine or reclassify any third party indebtednessshares of capital stock of any class or redeem or otherwise acquire, directly or indirectly any shares of capital stock, other than repurchases by the Company at cost of any unvested shares of capital stock of the Company upon the termination of services of any employee, director or consultant; (gviii) make any change or incur any borrowings from third parties obligation to make a change in excess its Certificate of $100,000Incorporation or By-laws, as amended and in effect as of the date hereof; (hix) fail to use commercially reasonable efforts to keep intact the Company's business organization, to keep available the Company's present employees or to preserve the goodwill of all suppliers, customers and others having business relations with the Company; (x) fail to have in effect and maintain at all times all insurance of the kind, in the amount and with the insurers set forth in Schedule 4.20 annexed hereto or equivalent insurance with any substitute insurers reasonably approved by the Buyer; or (xi) enter into any agreement or transaction understanding that would prohibit, restrict or interfere with Seller or its Affiliates; (i) merge or consolidate with any other person or entity or acquire a material amount of assets of any other person or entity; or (j) agree or commit to do any of the foregoingtransactions contemplated hereby.

Interim Conduct of Business. Except as contemplated by this Agreement, as set forth in Section 5.1 of to the Disclosure Schedule Schedule, or with the prior consent of Buyer, from the date hereof until the Closing, Seller shall (and shall cause the Company and the Subsidiaries to) use all reasonable efforts to operate the Business consistent with past practice and in the ordinary course of business, or otherwise consistent with the terms of this Agreement. Without limiting the generality of the foregoing and except as otherwise provided in this Agreement or the transactions contemplated hereby or as set forth in Section 5.1 to the Disclosure Schedule, the Seller will cause the Company and each Subsidiary not to, prior to the Closing Date, Date without the prior consent of Buyer, do any of the following: (a) declare, set aside, or pay any dividend or make any distribution with respect to its capital stock (whether in cash or in kind) or redeem, purchase, or otherwise acquire any of its capital stock, other than transactions solely between the Company and a Subsidiary; (b) sell, lease, transfer, or assign any of its assets, tangible or intangible, to any third party, other than in the ordinary course of business business, or apply, utilize or otherwise dispose of any assets of the Business to discharge any indebtedness or claims against Seller or any of its Affiliates;, other than between the Company and a Subsidiary. (c) impose any Lien upon any of its assets, tangible or intangible; (d) change or authorize a change in the Certificate of Incorporation or bylaws of the Company or any Subsidiary; (e) issue, sell or otherwise dispose of any of its capital stock, or grant any options, warrants, or other rights to purchase or obtain acquire (including upon conversion, exchange, or exercise) any of its capital stock; (f) guarantee any third third-party indebtedness; (g) incur any borrowings from third parties in excess of $100,000; (h) enter into any agreement or transaction with Seller or its Affiliates, other than between the Company and a Subsidiary; (i) merge or consolidate with any other person or entity or acquire a material amount of assets of any other person or entity; (j) grant any general or uniform increase in the rates of pay of employees of the Company or the Subsidiaries or any increase in salary payable or to become payable to any such employee, or increase in any manner the compensation of any directors, officers or other employees of the Company or the Subsidiaries, except (in the case of all of the foregoing) in the ordinary course of business in accordance with past practices; (k) permit any officer, director or employee of the Company or a Subsidiary to distribute any policyholder lists to any agent, person or other company; or (jl) agree or commit to do any of the foregoing.