Common use of Interim Operations of the Seller Clause in Contracts

Interim Operations of the Seller. Each of the Seller, EnStructure and the Parent covenants and agrees that, after the date hereof and prior to the Closing Date, except as expressly provided in this Agreement or as may be agreed in writing by the Purchaser: (a) the Business shall be conducted in the same manner as heretofore conducted and only in the ordinary course consistent with past practice, and each of the Seller, EnStructure and the Parent shall use its best efforts to preserve the business organization of the Seller intact, keep available the services of the current officers and employees and maintain the existing relations with customers, suppliers, creditors, business partners and others having business dealings with the Seller, to the end that the goodwill and ongoing business of the Seller shall be unimpaired at the Closing Date; (b) neither the Seller, EnStructure nor the Parent shall take any action to amend the Organizational Documents of the Seller; (c) the Seller shall maintain the Purchased Assets in good repair, order and condition consistent with past practice, reasonable wear and tear excepted; (d) the Seller shall not modify, amend or terminate any of its material Contracts or waive, release or assign any material rights or claims, except in the ordinary course of business consistent with past practice; (e) the Seller shall not lease, license, mortgage, pledge or encumber any Purchased Assets or transfer, sell or dispose of any Purchased Assets, except for the sale of Materials and Supplies in the ordinary course of business and immaterial sales of equipment in the ordinary course of business, or dispose of or permit to lapse any rights to any Intellectual Property; (f) the Seller shall not permit any insurance policy naming it as a beneficiary or a loss payable payee to be cancelled or terminated without reasonable prior written notice to Purchaser; (g) the Seller shall confer with the Purchaser prior to implementing operational decisions of a material nature in connection with the Business or the Purchased Assets; (h) the Seller shall comply with all Legal Requirements and contractual obligations; (i) the Seller shall maintain all books and records of the Seller related to Business and the Purchased Assets in the normal and ordinary course of business; (j) the Seller shall not (i) fail to file, on a timely basis, including allowable extensions, with appropriate Tax Authorities all Tax Returns required to be filed by or with respect to the Seller for taxable years or periods ending on or before the Closing Date or fail to remit (or cause to be remitted) any Taxes due in respect of such Tax Returns, (ii) incur any material obligation to make any payment of, or in respect of, any Tax, except in the ordinary course of business, (iii) enter into a closing agreement relating to Taxes, settle any claim, assessment or Audit relating to Taxes, make or change any Tax election or file any amended Tax Returns or make or change any accounting method relating to Taxes, (iv) change any of the accounting methods used by it unless required by GAAP or (v) agree to extend or waive any statutory period of limitation for the assessment of Tax; (k) the Seller shall not take, or agree to or commit to take, any action that would or is reasonably likely to result in any of the conditions to the Closing set forth in Article IX not being satisfied, or would make any representation or warranty of the Seller contained herein inaccurate in any respect at, or as of any time prior to, the Closing Date, or that would materially impair the ability of the parties hereto consummate the Closing in accordance with the terms hereof or materially delay such consummation; (l) the Seller shall report periodically to Buyer concerning the status of its business, operations and finances; (m) the Seller shall not enter into a contract or make a bid or proposal capable of binding the Seller in connection with work that is reasonably anticipated to result in a loss on a gross margin basis; (n) the Seller shall make no material changes in management personnel without prior consultation with the Purchaser; (o) the Seller shall not declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to any shares or other securities of the Seller; (p) the Seller shall not redeem, purchase or otherwise acquire, directly or indirectly, any shares or other securities of the Seller; (q) the Seller shall not organize any subsidiary or acquire any capital stock or other equity securities, or equity or ownership interest in (or any right or option to receive any of the foregoing) the business, of any other Person; (r) the Seller shall not: (i) incur or assume any Indebtedness; (ii) modify the terms of any Indebtedness or other liability; (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; (iv) make any loans, advances or capital contributions to, or investments in, any other Person; or (v) enter into any material commitment or transaction; (s) the Seller shall not (i) make any change in the compensation payable or to become payable to any of its officers, directors, employees, agents or consultants (other than normal recurring increases in the ordinary course of business of wages payable to employees who are not officers or directors or Affiliates of the Seller) or to Persons providing management services, (ii) enter into or amend any employment, severance, consulting, termination or other agreement with, or employee benefit plan for, or make any loan or advance to, any of its officers, directors, employees, Affiliates, agents or consultants or (iii) make any change in its existing borrowing or lending arrangements for or on behalf of any of such Persons pursuant to an employee benefit plan or otherwise; (t) the Seller shall not (i) pay or agree to pay or make any accrual or arrangement for payment of any pension, retirement allowance or other employee benefit pursuant to any existing plan, agreement or arrangement to any officer, director, employee or Affiliate or pay or agree to pay or make any accrual or arrangement for payment to any officer, director, employee or Affiliate of any amount relating to unused vacation days, except to the extent the Seller is unconditionally obligated to do so on the date hereof, (ii) adopt or pay, grant, issue, accelerate or accrue salary or other payments or benefits pursuant to any pension, profit-sharing, bonus, extra compensation, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or any employment or consulting agreement with or for the benefit of any director, officer, employee, agent or consultant, whether past or present, except to the extent the Seller is unconditionally obligated to do so on the date hereof, or (iii) amend in any material respect any such existing plan, agreement or arrangement in a manner inconsistent with the foregoing; (u) the Seller shall not pay, repurchase, discharge or satisfy any of its Liabilities other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice of Liabilities reflected or reserved against in the Financial Statements or incurred since the Closing Date Balance Sheet in the ordinary course of business consistent with past practice; and (v) the Seller shall not enter into any agreement, Contract or arrangement to do any of the foregoing, or authorize, recommend, propose or announce an intention to do, any of the foregoing.

Interim Operations of the Seller. Each of the Seller, EnStructure and the Parent covenants and agrees that, after the date hereof and prior Prior to the Closing DateDate or the earlier termination of this Agreement, except as expressly provided in this Agreement set forth on Schedule 6.1 or as may be agreed contemplated by this Agreement, unless the Buyer has previously consented in writing by thereto (which consent will not be unreasonably withheld, conditioned or delayed), the PurchaserSeller shall not: (a) incur any indebtedness for borrowed money or issue any long-term debt securities or assume, guarantee or endorse such obligations of any other Person, in each case, in connection with the Business shall be conducted in the same manner as heretofore conducted and only Business, except for indebtedness incurred in the ordinary course of business consistent with past practice under lines of credit existing on the date hereof, provided, however, that the Seller shall not incur indebtedness for borrowed money or issue any long-term debt in excess of One Hundred Thousand Dollars ($100,000) that will not be discharged at Closing (other than letters of credit entered into in the ordinary course of business consistent with past practice); (b) except in the ordinary course of business consistent with past practice, and each (i) acquire, or dispose of, any property or assets, except as permitted by Section 6.1(e) or for any transaction involving less than One Hundred Thousand Dollars ($100,000), (ii) mortgage, encumber or suffer any Encumbrance (other than Permitted Encumbrances) to arise with respect to the Purchased Assets, or (iii) cancel, terminate or amend or grant any waiver of any rights or settle any debts owed to or claims held by the Seller in connection with the Business; provided, however, that the Seller may repay any debt obligations outstanding as of the Seller, EnStructure and the Parent shall use its best efforts to preserve the business organization date of the Seller intact, keep available the services of the current officers and employees and maintain the existing relations with customers, suppliers, creditors, business partners and others having business dealings this Agreement in accordance with the Seller, to terms of such obligations and may prepay any such obligations in the end that the goodwill and ongoing business of the Seller shall be unimpaired at the Closing Date; (b) neither the Seller, EnStructure nor the Parent shall take any action to amend the Organizational Documents sole discretion of the Seller; (c) enter into, terminate or amend any Material Contract, Binding Bid or agreement or binding bid or proposal that would be required to be set forth on Schedule 4.12 or Schedule 4.12(k), as the Seller shall maintain case may be, except in the Purchased Assets in good repair, order and condition ordinary course of business consistent with past practice, reasonable wear and tear exceptedprovided, however, that Seller shall not enter into, terminate or amend any Material Contract or Binding Bid whereby such Material Contract or Binding Bid includes obligations in excess of One Hundred Thousand Dollars ($100,000) or the termination or amendment of such Material Contract or Binding Bid would materially adversely affect the Buyer (other than change orders entered into in the ordinary course of business consistent with past practice or Contracts entered into pursuant to Binding Bids); (d) except to the Seller shall not modifyextent required by applicable Law or any existing agreement, (i) enter into, adopt, amend in any material respect or terminate any agreement relating to the compensation, benefits or severance of its material Contracts any employee of the Seller, or waive, release (ii) hire or assign terminate any material rights or claimsemployees, except in the ordinary course of business consistent with past practice; (e) the Seller shall not lease, license, mortgage, pledge purchase or encumber otherwise acquire any Purchased Assets or transfer, sell or dispose assets of any Purchased Assets, except for the sale third party in excess of Materials and Supplies in the ordinary course One Hundred Thousand Dollars ($100,000) or purchase or otherwise acquire any stock or other equity interests of business and immaterial sales of equipment in the ordinary course of business, or dispose of or permit to lapse any rights to any Intellectual Propertythird party; (f) make any change to the Seller shall not permit any insurance policy naming it accounting (including Tax accounting) methods, principles or practices of the Business, except as a beneficiary may be required by GAAP or a loss payable payee to be cancelled or terminated without reasonable prior written notice to Purchaserby applicable Law; (g) make or enter into any Tax election or closing agreement or settle any Tax claim or assessment, or consent to any extension of the Seller shall confer with limitations period for the Purchaser prior to implementing operational decisions assessment of a material nature in connection with the Business or the Purchased Assetsany Tax; (h) revalue any of the Seller shall comply assets, including writing off receivables or reserves, other than in ordinary course of business consistent with all Legal Requirements and contractual obligationspast practice; (i) establish or increase the Seller shall maintain all books and records of the Seller related to Business and the Purchased Assets in the normal and ordinary course of business; (j) the Seller shall not (i) fail to filebenefits payable under any Employee Plans or establish any new bonus, on a timely basisinsurance, including allowable extensionsseverance, with appropriate Tax Authorities all Tax Returns required to be filed by or with respect to the Seller for taxable years or periods ending on or before the Closing Date or fail to remit (or cause to be remitted) any Taxes due in respect of such Tax Returnsdeferred compensation, (ii) incur any material obligation to make any payment ofpension, or in respect ofretirement, any Tax, except in the ordinary course of business, (iii) enter into a closing agreement relating to Taxes, settle any claim, assessment or Audit relating to Taxes, make or change any Tax election or file any amended Tax Returns or make or change any accounting method relating to Taxes, (iv) change any of the accounting methods used by it unless required by GAAP or (v) agree to extend or waive any statutory period of limitation for the assessment of Tax; (k) the Seller shall not take, or agree to or commit to take, any action that would or is reasonably likely to result in any of the conditions to the Closing set forth in Article IX not being satisfied, or would make any representation or warranty of the Seller contained herein inaccurate in any respect at, or as of any time prior to, the Closing Date, or that would materially impair the ability of the parties hereto consummate the Closing in accordance with the terms hereof or materially delay such consummation; (l) the Seller shall report periodically to Buyer concerning the status of its business, operations and finances; (m) the Seller shall not enter into a contract or make a bid or proposal capable of binding the Seller in connection with work that is reasonably anticipated to result in a loss on a gross margin basis; (n) the Seller shall make no material changes in management personnel without prior consultation with the Purchaser; (o) the Seller shall not declare, set aside or pay any dividend profit sharing or other distribution payable in cash, stock or property with respect to employee benefit plan for any shares or other securities employee of the Seller; (p) the Seller shall not redeem, purchase or otherwise acquire, directly or indirectly, any shares or other securities of the Seller; (q) the Seller shall not organize any subsidiary or acquire any capital stock or other equity securities, or equity or ownership interest in (or any right or option to receive any of the foregoing) the business, of any other Person; (r) the Seller shall not: (i) incur or assume any Indebtedness; (ii) modify the terms of any Indebtedness or other liability; (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; (iv) make any loans, advances or capital contributions to, or investments in, any other Person; or (v) enter into any material commitment or transaction; (s) the Seller shall not (i) make any change in increase the compensation payable or to become payable to any of its officers, directors, employees, agents or consultants (other than normal recurring increases in the ordinary course of business of wages payable to employees who are not officers or directors or Affiliates employee of the Seller) or to Persons providing management services, (ii) enter into or amend any employment, severance, consulting, termination or other agreement with, or employee benefit plan for, or make any loan or advance to, any of its officers, directors, employees, Affiliates, agents or consultants or (iii) make any change in its existing borrowing or lending arrangements for or on behalf of any of such Persons pursuant to an employee benefit plan or otherwise; (t) the Seller shall not (i) pay or agree to pay or make any accrual or arrangement for payment of any pension, retirement allowance or other employee benefit pursuant to any existing plan, agreement or arrangement to any officer, director, employee or Affiliate or pay or agree to pay or make any accrual or arrangement for payment to any officer, director, employee or Affiliate of any amount relating to unused vacation days, except to the extent the Seller is unconditionally obligated to do so on the date hereof, (ii) adopt or pay, grant, issue, accelerate or accrue salary or other payments or benefits pursuant to any pension, profit-sharing, bonus, extra compensation, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or any employment or consulting agreement with or for the benefit of any director, officer, employee, agent or consultant, whether past or present, except to the extent the Seller is unconditionally obligated to do so on the date hereof, or (iii) amend in any material respect any such existing plan, agreement or arrangement in a manner inconsistent with the foregoing; (u) the Seller shall not pay, repurchase, discharge or satisfy any of its Liabilities other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice or as may be required by law; (j) enter into any employment or consulting agreement with any employee of Liabilities reflected the Seller that would provide for payments to such employee of the Seller in excess of Fifty Thousand Dollars ($50,000) in any calendar year; (k) change or reserved against in amend the Financial Statements certificate of formation, the limited liability company agreement or any other governance document of the Seller so as to adversely affect the Buyer; (l) make any loans or advances to any Person (other than any employee of the Seller), or, except for expenses incurred since the Closing Date Balance Sheet in the ordinary course of business business, to any employee of the Seller; (m) pay accounts payable other than in the ordinary course of business; (n) fail to perform routine maintenance of the Real Property consistent with past practicepractices; andor (vo) the Seller shall not enter into any agreement, Contract agreement or arrangement otherwise become obligated (other than as required by applicable Law) to do or take any of the foregoing, or authorize, recommend, propose or announce an intention to do, any of the foregoingactions described in clauses (a) through (n) above.

Interim Operations of the Seller. Each Parent and the Seller hereby covenant and agree that, from the date of this Agreement and continuing until the earlier of the Seller, EnStructure and termination of this Agreement as provided herein or the Parent covenants and agrees that, after the date hereof and prior to the Closing DateClosing, except (i) as expressly provided in this Agreement or any Ancillary Agreement, or (ii) as may be agreed in writing by the Purchaser: (a) the Business business of the Parent (solely with respect to the Seller and any of the Assets) and Seller shall be conducted in substantially the same manner as heretofore conducted and only in the ordinary course consistent with past practicecourse, and each of the Seller, EnStructure Parent and the Parent Seller shall use its best commercially reasonable efforts to preserve the Assets and the business organization of the Seller intact, keep available the services of the current officers and employees of the Seller, pay or perform all obligations as they become due and maintain the existing relations with customers, suppliers, creditors, business partners and others having business dealings with the Parent (solely with respect to the Seller or any of the Assets) and Seller, to the end that the goodwill and ongoing business of the Seller shall not be unimpaired impaired in any material respect at the Closing Date. The Parent (solely with respect to the Seller and the Assets) and Seller shall not institute any new methods of manufacture, purchase, sale, lease, management, accounting or operation (including, but not limited to, with respect to the collection of accounts receivable) or engage in any transaction or activity other than changes in the ordinary course of business and consistent with past practice; (b) neither Seller shall not: (i) amend its certificate of incorporation or bylaws or similar organizational documents, (ii) issue, sell, transfer, or permit the Sellertransfer of, EnStructure nor the Parent shall take pledge, dispose of or encumber any action shares of any class or series of its capital stock or Voting Debt, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to amend the Organizational Documents acquire, any shares of the Sellerany class or series of its capital stock or any Voting Debt, (iii) declare, set aside or pay any distribution payable in any Assets with respect to any shares of any class or series of its capital stock, (iv) split, combine or reclassify any shares of any class or series of its capital stock, or (v) redeem, purchase or otherwise acquire directly or indirectly any shares of any class or series of its capital stock, or any instrument or security which consists of or includes a right to acquire such shares; (c) none of the Parent (solely with respect to the Seller shall maintain or any of the Purchased Assets in good repair, order and condition consistent with past practice, reasonable wear and tear excepted; (dAssets) the or Seller shall not modify, amend or terminate any of its material Contracts contracts or waive, release or assign any material rights or claims, except in the ordinary course of business and consistent with past practice;, (ed) the Seller shall not lease, license, mortgage, pledge or encumber any Purchased Assets or transfer, sell or dispose of any Purchased Assets, except for the sale of Materials and Supplies in the ordinary course of business and immaterial sales of equipment in the ordinary course of business, or dispose of or permit to lapse any rights to any Intellectual Property; (f) the Seller shall not permit any insurance policy naming it as a beneficiary or a loss payable payee to be cancelled or terminated without reasonable prior written notice to Purchaser; (g) the Seller shall confer with the Purchaser prior to implementing operational decisions of a material nature in connection with the Business or the Purchased Assets; (h) the Seller shall comply with all Legal Requirements and contractual obligations; (i) the Seller shall maintain all books and records none of the Seller related to Business and the Purchased Assets in the normal and ordinary course of business; Parent (j) the Seller shall not (i) fail to file, on a timely basis, including allowable extensions, with appropriate Tax Authorities all Tax Returns required to be filed by or solely with respect to the Seller for taxable years or periods ending on any of the Assets) or before the Closing Date or fail to remit Seller shall: (or cause to be remitted) any Taxes due in respect of such Tax Returns, (iii) incur or assume any material obligation to make any payment oflong-term debt, or in respect of, any Tax, except in the ordinary course of business, (iii) enter into a closing agreement relating to Taxes, settle any claim, assessment or Audit relating to Taxes, make or change any Tax election or file any amended Tax Returns or make or change any accounting method relating to Taxes, (iv) change any of the accounting methods used by it unless required by GAAP or (v) agree to extend or waive any statutory period of limitation for the assessment of Tax; (k) the Seller shall not take, or agree to or commit to take, any action that would or is reasonably likely to result in any of the conditions to the Closing set forth in Article IX not being satisfied, or would make any representation or warranty of the Seller contained herein inaccurate in any respect at, or as of any time prior to, the Closing Date, or that would materially impair the ability of the parties hereto consummate the Closing in accordance with the terms hereof or materially delay such consummation; (l) the Seller shall report periodically to Buyer concerning the status of its business, operations and finances; (m) the Seller shall not enter into a contract or make a bid or proposal capable of binding the Seller in connection with work that is reasonably anticipated to result in a loss on a gross margin basis; (n) the Seller shall make no material changes in management personnel without prior consultation with the Purchaser; (o) the Seller shall not declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to any shares or other securities of the Seller; (p) the Seller shall not redeem, purchase or otherwise acquire, directly or indirectly, any shares or other securities of the Seller; (q) the Seller shall not organize any subsidiary or acquire any capital stock or other equity securities, or equity or ownership interest in (or any right or option to receive any of the foregoing) the business, of any other Person; (r) the Seller shall not: (i) incur or assume any Indebtednessshort-term Indebtedness exceeding $50,000 in the aggregate from the date hereof until the Closing; (ii) modify the terms of any Indebtedness or other liability, other than modifications of short term debt in the ordinary and usual course of business and consistent with past practice; (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except as described in the Disclosure Schedule as being in the ordinary course of business and consistent with past practice; (iv) make any loans, advances or capital contributions to, or investments in, any other Person; or (v) enter into any material commitment or transactiontransaction (including any capital expenditure or purchase, sale or lease of assets or real estate); (vi) write down the value of any inventory or write off as uncollectible any notes or accounts receivable (in each case other than in the ordinary course of business in amounts consistent with past practice); or (vii) change any of the banking or safe deposit arrangements described or referred to in the Disclosure Schedule; (se) neither the Parent (solely with respect to the Seller or any of the Assets) or the Seller shall not lease, license, mortgage, pledge, or encumber any assets other than in the ordinary and usual course of business and consistent with the past practice or transfer, sell or dispose of any assets other than in the ordinary and usual course of business and consistent with past practice or dispose of or permit to lapse any rights to any Seller Proprietary Rights; (if) neither of Parent (solely with respect to Seller) nor Seller shall make any change in the compensation payable or to become payable to any of its the officers, directors, employees, agents or consultants of the Seller (other than normal recurring increases in the ordinary course of business of consistent with past practice in wages payable to employees who are not officers or directors or Affiliates of the Seller) or to Persons providing management servicesservices to the Seller, (ii) or enter into or amend any employment, severance, consulting, termination or other agreement with, or employee benefit plan for, or make any loan or advance to, any of its the officers, directors, employees, Affiliates, agents or consultants of the Seller or (iii) make any change in its existing borrowing or lending arrangements for or on behalf of any of such Persons pursuant to an employee benefit plan or otherwise; (tg) none of the Parent (solely with respect to the Seller) or the Seller shall not (i) pay permit any insurance policy naming it as a beneficiary or agree a loss payable payee to pay be cancelled or make any accrual or arrangement for payment of any pension, retirement allowance or other employee benefit pursuant terminated without notice to any existing plan, agreement or arrangement to any officer, director, employee or Affiliate or pay or agree to pay or make any accrual or arrangement for payment to any officer, director, employee or Affiliate of any amount relating to unused vacation days, except to the extent the Seller is unconditionally obligated to do so on the date hereof, (ii) adopt or pay, grant, issue, accelerate or accrue salary or other payments or benefits pursuant to any pension, profit-sharing, bonus, extra compensation, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or any employment or consulting agreement with or for the benefit of any director, officer, employee, agent or consultant, whether past or present, except to the extent the Seller is unconditionally obligated to do so on the date hereof, or (iii) amend in any material respect any such existing plan, agreement or arrangement in a manner inconsistent with the foregoingPurchaser; (uh) neither Parent (solely with respect to the Seller) nor the Seller shall not pay, repurchase, discharge acquire any material assets or satisfy any of its Liabilities a license therefor other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice of Liabilities reflected practices or reserved against incur any capital expenditures, or any obligations or liabilities in connection therewith, except pursuant to existing contracts or agreements or that, in the Financial Statements aggregate, would not exceed $50,000 during any fiscal quarter; (i) none of the Parent (solely with respect to Seller or incurred since any of the Assets) or the Seller shall adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (j) Parent and Seller shall file, on a timely basis, with appropriate taxing authorities all Tax Returns required to be filed prior to the Closing Date Balance Sheet and pay all Taxes when due; (k) none of the Parent or the Seller shall (i) change any of the accounting methods used by it unless required by GAAP or (ii) make any election relating to Taxes, change any election relating to Taxes already made, adopt any accounting method relating to Taxes, change any accounting method relating to Taxes unless required by GAAP, enter into any closing agreement relating to Taxes, settle any claim or assessment relating to Taxes or consent to any claim or assessment relating to Taxes or any waiver of the statute of limitations for any such claim or assessment; (l) Parent and the Seller shall continue the prosecution and registration process with respect to any Seller Proprietary Rights in which Parent or Seller has (or purports to have) any right, title or interest; (m) none of Parent or the Seller shall enter into or amend any agreements pursuant to which any Seller Proprietary Rights are transferred to any Person or any other party is granted rights of any type or scope with respect to any of Seller's Products or Seller Proprietary Rights; (n) none of Parent (solely with respect to Seller or any of the Assets) or the Seller shall sell, lease, license or otherwise dispose of or encumber any of the Assets that are material, individually or in the aggregate, to Seller's business, taken as a whole, except in the ordinary course of business consistent with past practice; (o) neither Parent (solely with respect to Seller) nor Seller shall make any capital expenditures, capital additions or capital improvements, in excess of $50,000 individually or $100,000 in the aggregate; (p) none of Parent (solely with respect to Seller or any of the Assets) or the Seller shall terminate or waive any right of substantial value, other than in the ordinary course of business; (q) none of Parent (solely with respect to Seller or any of the Assets) or the Seller shall commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where the Parent or Seller in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of the Assets or Seller's business, provided that it consults with Purchaser prior to the filing of such a suit or (iii) for a breach of this Agreement; (r) none of Parent or the Seller shall revalue any of the Assets, including without limitation writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business or as required by changes in GAAP; (s) none of Parent or Seller shall take, or agree to or commit to take, any action that would or is reasonably likely to result in any of the conditions to the Closing set forth in Article VI not being satisfied, or would make any representation or warranty of Parent or the Seller contained herein inaccurate in any respect at, or as of any time prior to, the Closing Date, or that would materially impair the ability of Parent, the Seller or Purchaser to consummate the Closing in accordance with the terms hereof or materially delay such consummation; and (vt) the none of Parent or Seller shall not enter into any agreement, Contract contract, commitment or arrangement to do any of the foregoing, or authorize, recommend, propose or announce an intention to do, any of the foregoing.

Interim Operations of the Seller. Each of the Seller, EnStructure and the Parent The Seller covenants and agrees that, after the date hereof and prior to the Closing DateDate (unless another date is specified), except (i) as expressly provided in this Agreement Agreement, (ii) as set forth in the Disclosure Schedule, or (iii) as may be agreed in writing by the Purchaser: (a) the Business shall be conducted in the same manner as heretofore conducted and only in the ordinary course consistent with past practicecourse, and each of the Seller, EnStructure and the Parent Seller shall use its best all commercially reasonable efforts to (i) preserve the business organization of the Seller intactSeller, (ii) keep available the services of the current officers and employees of the Seller that are engaged in the Business (provided that commercially reasonable efforts shall not require the Seller to offer any officers or employees any particular salary, bonus or other form of remuneration), and (iii) maintain the existing relations with customers, suppliersCustomers, creditors, business partners and others having business dealings with the Seller, to Seller in connection with the end that the goodwill and ongoing business of the Seller shall be unimpaired at the Closing Date;Business. (b) neither the Seller, EnStructure nor the Parent shall take any action to amend the Organizational Documents of the Seller; (c) the Seller shall maintain the Purchased Assets in good repair, order and condition consistent with past practice, reasonable wear and tear excepted; (d) the Seller shall not modify, amend or terminate any of its material Contracts or waive, release or assign any material rights or claims, except in the ordinary course of business and consistent with past practice; (ec) the Seller shall not, except in the ordinary course of business and consistent with past practice, dispose of or permit to lapse any rights to any Seller Intellectual Property; (d) the Seller shall not lease, license, mortgage, pledge or encumber any Purchased Assets or transfer, sell or dispose of any Purchased Assets, except for the sale of Materials and Supplies in the ordinary course of business and immaterial sales of equipment in the ordinary course of business, or dispose of or permit to lapse any rights to any Intellectual Property; (f) the Seller shall not permit any insurance policy naming it as a beneficiary or a loss payable payee to be cancelled or terminated without reasonable prior written notice to Purchaser; (g) the Seller shall confer with the Purchaser prior to implementing operational decisions of a material nature in connection with the Business or the Purchased Assets; (h) the Seller shall comply with all Legal Requirements and contractual obligations; (i) the Seller shall maintain all books and records of the Seller related to Business and the Purchased Assets in the normal and ordinary course of business; (j) the Seller shall not (i) fail to file, on a timely basis, including allowable extensions, with appropriate Tax Authorities all Tax Returns required to be filed by or with respect to the Seller for taxable years or periods ending on or before the Closing Date or fail to remit (or cause to be remitted) any Taxes due in respect of such Tax Returns, (ii) incur any material obligation to make any payment of, or in respect of, any Tax, except in the ordinary and usual course of business, (iii) enter into a closing agreement relating to Taxes, settle any claim, assessment or Audit relating to Taxes, make or change any Tax election or file any amended Tax Returns or make or change any accounting method relating to Taxes, (iv) change any of the accounting methods used by it unless required by GAAP or (v) agree to extend or waive any statutory period of limitation for the assessment of Taxbusiness and consistent with past practice; (k) the Seller shall not take, or agree to or commit to take, any action that would or is reasonably likely to result in any of the conditions to the Closing set forth in Article IX not being satisfied, or would make any representation or warranty of the Seller contained herein inaccurate in any respect at, or as of any time prior to, the Closing Date, or that would materially impair the ability of the parties hereto consummate the Closing in accordance with the terms hereof or materially delay such consummation; (l) the Seller shall report periodically to Buyer concerning the status of its business, operations and finances; (m) the Seller shall not enter into a contract or make a bid or proposal capable of binding the Seller in connection with work that is reasonably anticipated to result in a loss on a gross margin basis; (n) the Seller shall make no material changes in management personnel without prior consultation with the Purchaser; (o) the Seller shall not declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to any shares or other securities of the Seller; (p) the Seller shall not redeem, purchase or otherwise acquire, directly or indirectly, any shares or other securities of the Seller; (q) the Seller shall not organize any subsidiary or acquire any capital stock or other equity securities, or equity or ownership interest in (or any right or option to receive any of the foregoing) the business, of any other Person; (re) the Seller shall not: (i) incur or assume any Indebtedness; (ii) modify the terms of any Indebtedness or other liability; (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; (iv) make any loans, advances or capital contributions to, or investments in, any other Person; or (v) enter into any material commitment or transaction; (s) the Seller shall not (i) make any change in the compensation payable or to become payable to any of its officers, directors, employees, agents or consultants (other than normal recurring increases in the ordinary course of business of wages payable to employees who are not officers or directors or Affiliates of the Seller) or to Persons providing management servicesservices that are engaged in the Business, or (ii) enter into or amend any employment, severance, consulting, termination or other agreement with, or employee benefit plan for, or make any loan or advance to, any of its officers, directors, employees, Affiliates, agents or consultants that are engaged in the Business or (iii) make any change in its existing borrowing or lending arrangements for or on behalf of any of such Persons pursuant to an employee benefit plan or otherwise; (tf) the Seller shall not (i) pay permit any insurance policy naming it as a beneficiary or agree a loss payable payee to pay be cancelled or make any accrual or arrangement for payment of any pension, retirement allowance or other employee benefit pursuant to any existing plan, agreement or arrangement to any officer, director, employee or Affiliate or pay or agree to pay or make any accrual or arrangement for payment to any officer, director, employee or Affiliate of any amount relating to unused vacation days, except terminated without notice to the extent the Seller is unconditionally obligated to do so on the date hereof, (ii) adopt or pay, grant, issue, accelerate or accrue salary or other payments or benefits pursuant to any pension, profit-sharing, bonus, extra compensation, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or any employment or consulting agreement with or for the benefit of any director, officer, employee, agent or consultant, whether past or present, except to the extent the Seller is unconditionally obligated to do so on the date hereof, or (iii) amend in any material respect any such existing plan, agreement or arrangement in a manner inconsistent with the foregoingPurchaser; (ug) the Seller shall not payadopt a plan of complete or partial liquidation, repurchasedissolution, discharge merger, consolidation, restructuring, recapitalization or satisfy any other reorganization of its Liabilities other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice of Liabilities reflected or reserved against in the Financial Statements or incurred since the Closing Date Balance Sheet in the ordinary course of business consistent with past practice; andSeller; (vh) the Seller shall not enter into any agreement, Contract contract, commitment or arrangement to do any of the foregoing, or authorize, recommend, propose or announce an intention to do, any of the foregoing; (i) the Seller shall not permit any Lien on any of the Assets, except in the ordinary course of business and consistent with past practice; and (j) the Seller shall not amend or alter the terms of any Contract, except in the ordinary course of business and consistent with past practice.