Common use of Negative Covenants of Seller Clause in Contracts

Negative Covenants of Seller. From the date of this Agreement until the Closing or the earlier termination of this Agreement pursuant to Article IX hereto, Seller shall not, and shall not permit the Company or any Company Subsidiary to do any of the following, except (i) as required by Law, (ii) as expressly contemplated by this Agreement, (iii) as expressly contemplated in Section 6.2 of the Disclosure Letter or (iv) as consented to in writing by Buyer (which consent, in the case of clause (a), (b), (e), (g), (k), (n), (o), (p), (q), (r), (s) and (t) shall not be unreasonably conditioned, withheld or delayed) (provided that none of the following shall be construed to restrict the right and ability of the Company or any Company Subsidiary, prior to the Closing, to take any action expressly permitted under the last sentence of Section 6.1 above): (a) other than as required by Law or as required pursuant to the terms of any contract or Plan as in effect on the date hereof and made available to Buyer (or pursuant to any amendment to such contract or Plan required by Law), (i) increase the compensation payable to or to become payable to any current or former director, officer or employee of the Company or any Company Subsidiary; (ii) accelerate the vesting or payment of any compensation or benefits of any current or former director, officer or employee of the Company or any Company Subsidiary; (iii) establish, adopt, terminate or amend in any material respect any Plan that would result in or increase a liability of the Company (or any plan, program, agreement or arrangement that would be a Plan if in effect on the date hereof) other than the Company Pension Plan and other than routine amendments to Plans affecting Seller employees generally (and not solely affecting Company employees); (iv) lend, pay or contribute any funds to any of its directors, officers, employees, Affiliates or Associates (other than compensation payable in the ordinary course of business or reimbursement of fees and expenses); or (v) take action to fund or secure any payments or benefits that are payable or to be provided to Business Employees under any Plan not otherwise required by the terms of the Plan in effect on the date hereof; (b) hire or promote any employees or independent contractors, other than such hires or promotions in the ordinary course of business; (i) effect any reorganization or recapitalization or (ii) split, combine, redeem, repurchase, pledge or encumber or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, the Shares; (d) issue, deliver, award, grant or sell, or authorize or propose the issuance, delivery, award, grant or sale of, any shares of any class of its capital stock, any securities convertible into or exercisable or exchangeable for any such shares, or any rights, warrants or options to acquire any such shares; (e) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any of its assets with a fair market value in excess of $250,000 (other than in the ordinary course of business); (f) change any of its methods of accounting, except to the extent required by, or permitted in accordance with, GAAP; (g) (i) terminate or materially amend or modify or enter into any Material Contract or contract that, if in effect on the date hereof, would have been a Material Contract, (ii) terminate, amend or modify any Lease, or (iii) waive in any material respect any term of, or waive any material default under, or release, settle or compromise any material claim by or against the Company or any Company Subsidiary or material liability or obligation owing to the Company or any Company Subsidiary under, any Material Contract or any Lease; (h) incur any material obligation for Indebtedness, whether or not evidenced by a note, bond, debenture, guarantee or similar instrument (other than in the ordinary course of business), or enter into any material swap or other off-balance-sheet transaction for its own account (provided that, for the avoidance of doubt, the foregoing shall not prohibit or restrict the Company or any Company Subsidiary from terminating any interest rate swap arrangements maintained as of the date of this Agreement by the Company or any Company Subsidiary), or enter into any material economic arrangement having the economic effect of any of the foregoing, other than (i) in the ordinary course of business or (ii) Indebtedness between or among the Company and any Company Subsidiaries, or between or among Company Subsidiaries; (i) settle, agree to settle, release, waive or compromise any pending or threatened Litigation (i) involving a post-Closing payment obligation by or to the Company or any Company Subsidiary in an amount in excess of $500,000 in any single instance, (ii) in which the Company or any Company Subsidiary admits wrongdoing or misconduct or in which equitable relief is imposed, (iii) involves any admission of a criminal act or (iv) as a result of which the Business would reasonably be expected to be materially impacted or restricted; (j) permit, allow or suffer any material assets of the Company or any Company Subsidiary with a fair market value in excess of $500,000 to be subjected to any Lien other than Permitted Liens; (k) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets or securities of, or by any other manner, any material corporation, partnership, joint venture or other entity, in each case, for consideration in excess of $500,000; (l) make or authorize material capital expenditures or material commitments for capital expenditures that cause the Company or any Company Subsidiary to exceed the capital expenditure budget set forth on Section 6.2(l) of the Disclosure Letter by more than ten percent (10%) and not fail to continue to make capital expenditures in accordance with current budgets; (m) dissolve, wind-up or liquidate; (n) unless required by Law, negotiate, enter into, amend or extend any contract with a union or recognize or certify any union as the bargaining representative for any Business Employee or individual providing services to the Business; (o) hire, engage, or terminate (other than for cause) the employment or engagement of any employee or other individual who will perform his or her services primarily for or on behalf of the Business who, in each case, will earn an annual base salary in excess of $150,000; (p) cancel or compromise any material debt or claim or waive or release any material right of the Company or any Company Subsidiary or any of its assets, properties, rights or interests; (q) alter in any way the manner in which the Company or any Company Subsidiary has regularly and customarily maintained its Books and Records, except as may be required by applicable Law, any Governmental Entity or professional standards of accountancy; (r) (i) make, change or rescind any material election relating to Taxes, (ii) settle or compromise any material proceeding relating to Taxes, (iii) agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of a material amount of Taxes of the Company or any Company Subsidiary, (iv) enter into any closing agreement with respect to any material amount of Tax, (v) amend any material Tax Return or abandon any claim for a material Tax refund, or (vi) change any material method of Tax accounting, except, in each case, for any such action with respect to any Tax Return reported, or Taxes payable, on a consolidated, combined, affiliated, unitary or similar basis, that does not materially impact the Company or any Company Subsidiary; (s) license, abandon, allow to let lapse or otherwise dispose of any material Intellectual Property owned by the Company or any Company Subsidiary (other than in the ordinary course of the Business or to another Company Subsidiary); or (t) agree in writing to do any of the foregoing.

Negative Covenants of Seller. From the date of this Agreement until the Closing or the earlier termination of this Agreement pursuant to Article IX hereto, Seller shall not, and shall not permit the Company or any Company Subsidiary to do any of the following, except (i) as required by Law, (ii) as expressly contemplated by this Agreement, (iii) as expressly contemplated in Section 6.2 of the Disclosure Letter or (iv) as consented to in writing by Buyer (which consent, in the case of clause (a), (b), (e), (g), (k), (n), (o), (p), (q), (r), (s) and (t) shall not be unreasonably conditioned, withheld or delayed) (provided that none of the following shall be construed to restrict the right and ability of the Company or any Company Subsidiary, prior to the Closing, to take any action expressly permitted under the last sentence of Section 6.1 above): (a) other than as required by Law or as required pursuant to the terms of any contract or Plan as in effect on the date hereof and made available to Buyer (or pursuant to any amendment to such contract or Plan required by Law), (i) increase the compensation payable to or to become payable to any current or former director, officer or employee of the Company or any Company Subsidiary; (ii) accelerate the vesting or payment of any compensation or benefits of any current or former director, officer or employee of the Company or any Company Subsidiary; (iii) establish, adopt, terminate or amend in any material respect any Plan that would result in or increase a liability of the Company (or any plan, program, agreement or arrangement that would be a Plan if in effect on the date hereof) other than the Company Pension Plan and other than routine amendments to Plans affecting Seller employees generally (and not solely affecting Company employees); (iv) lend, pay or contribute any funds to any of its directors, officers, employees, Affiliates or Associates (other than compensation payable in the ordinary course of business or reimbursement of fees and expenses); or (v) take action to fund or secure any payments or benefits that are payable or to be provided to Business Employees under any Plan not otherwise required by the terms of the Plan in effect on the date hereof; (b) hire or promote any employees or independent contractors, other than such hires or promotions in the ordinary course of business; (i) effect any reorganization or recapitalization or (ii) split, combine, redeem, repurchase, pledge or encumber or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, the Shares; (d) issue, deliver, award, grant or sell, or authorize or propose the issuance, delivery, award, grant or sale of, any shares of any class of its capital stock, any securities convertible into or exercisable or exchangeable for any such shares, or any rights, warrants or options to acquire any such shares; (e) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any of its assets with a fair market value in excess of $250,000 (other than in the ordinary course of business); (f) change any of its methods of accounting, except to the extent required by, or permitted in accordance with, GAAP; (g) (i) terminate or materially amend or modify or enter into any Material Contract or contract that, if in effect on the date hereof, would have been a Material Contract, (ii) terminate, amend or modify any Lease, or (iii) waive in any material respect any term of, or waive any material default under, or release, settle or compromise any material claim by or against the Company or any Company Subsidiary or material liability or obligation owing to the Company or any Company Subsidiary under, any Material Contract or any Lease; (h) incur any material obligation for Indebtedness, whether or not evidenced by a note, bond, debenture, guarantee or similar instrument (other than in the ordinary course of business), or enter into any material swap or other off-balance-sheet transaction for its own account (provided that, for the avoidance of doubt, the foregoing shall not prohibit or restrict the Company or any Company Subsidiary from terminating any interest rate swap arrangements maintained as of the date of this Agreement by the Company or any Company Subsidiary), or enter into any material economic arrangement having the economic effect of any of the foregoing, other than (i) in the ordinary course of business or (ii) Indebtedness between or among the Company and any Company Subsidiaries, or between or among Company Subsidiaries; (i) settle, agree to settle, release, waive or compromise any pending or threatened Litigation (i) involving a post-Closing payment obligation by or to the Company or any Company Subsidiary in an amount in excess of $500,000 in any single instance, (ii) in which the Company or any Company Subsidiary admits wrongdoing or misconduct or in which equitable relief is imposed, (iii) involves any admission of a criminal act or (iv) as a result of which the Business would reasonably be expected to be materially impacted or restricted; (j) permit, allow or suffer any material assets of the Company or any Company Subsidiary with a fair market value in excess of $500,000 to be subjected to any Lien other than Permitted Liens; (k) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets or securities of, or by any other manner, any material corporation, partnership, joint venture or other entity, in each case, for consideration in excess of $500,000; (l) make or authorize material capital expenditures or material commitments for capital expenditures that cause the Company or any Company Subsidiary to exceed the capital expenditure budget set forth on Section 6.2(l) of the Disclosure Letter by more than ten percent (10%) and not fail to continue to make capital expenditures in accordance with current budgets; (m) dissolve, wind-up or liquidate; (n) unless required by Law, negotiate, enter into, amend or extend any contract with a union or recognize or certify any union as the bargaining representative for any Business Employee or individual providing services to the Business; (o) hire, engage, or terminate (other than for cause) the employment or engagement of any employee or other individual who will perform his or her services primarily for or on behalf of the Business who, in each case, will earn an annual base salary in excess of $150,000; (p) cancel or compromise any material debt or claim or waive or release any material right of the Company or any Company Subsidiary or any of its assets, properties, rights or interests; (q) alter in any way the manner in which the Company or any Company Subsidiary has regularly and customarily maintained its Books and Records, except as may be required by applicable Law, any Governmental Entity or professional standards of accountancy; (r) (i) make, change or rescind any material election relating to Taxes, (ii) settle or compromise any material proceeding relating to Taxes, (iii) agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of a material amount of Taxes of the Company or any Company Subsidiary, (iv) enter into any closing agreement with respect to any material amount of Tax, (v) amend any material Tax Return or abandon any claim for a material Tax refund, or (vi) change any material method of Tax accounting, except, in each case, for any such action with respect to any Tax Return reported, or Taxes payable, on a consolidated, combined, affiliated, unitary or similar basis, that does not materially impact the Company or any Company Subsidiary; (s) license, abandon, allow to let lapse or otherwise dispose of any material Intellectual Property owned by the Company or any Company Subsidiary (other than in the ordinary course of the Business or to another Company Subsidiary); or (t) agree in writing to do any of the foregoing.

Negative Covenants of Seller. From Between the date of this Agreement until hereof and the Closing or the earlier termination of this Agreement pursuant to Article IX hereto, Seller shall not, and shall not permit the Company or any Company Subsidiary to do any of the followingDate, except (i) as required by Law, (ii) as expressly contemplated by this Agreement, (iii) as expressly contemplated in Section 6.2 Seller will not, without the prior written consent of the Disclosure Letter or (iv) as consented to in writing by Buyer (which consent, in the case of clause (a), (b), (e), (g), (k), (n), (o), (p), (q), (r), (s) and (t) shall not be unreasonably conditioned, withheld or delayed) (provided that none of the following shall be construed to restrict the right and ability of the Company or any Company Subsidiary, prior to the Closing, to take any action expressly permitted under the last sentence of Section 6.1 above):Buyer: (a) other than as required by Law or as required pursuant With respect to employees of the terms of Business, except for separation bonuses and payments, enter into any contract or Plan as in effect on the date hereof and made available to Buyer (or pursuant to any amendment to such contract or Plan required by Law)agreements with employees, (i) increase the compensation or bonuses payable to or to become payable to any current or former director, officer or employee of the Company or any Company Subsidiary; (ii) accelerate the vesting or payment of any compensation or benefits of any current or former director, officer or employee of the Company or any Company Subsidiary; (iii) establish, adopt, terminate or amend in any material respect any Plan that would result in or increase a liability of the Company (or any plan, program, agreement or arrangement that would be a Plan if in effect on the date hereof) other than the Company Pension Plan and other than routine amendments to Plans affecting by Seller employees generally (and not solely affecting Company employees); (iv) lend, pay or contribute any funds to any of its directorsthe employees or effect any changes in the management, officerspersonnel policies or employee benefits, employeesexcept in accordance with existing employment policies and practices. (b) Create, Affiliates assume or Associates permit to exist any new mortgage, deed of trust or pledge, or further subject to any lien or encumbrance any, of the Assets, whether now owned or hereafter acquired. (c) Enter into any contracts, leases, commitments, understandings, licenses, or other than compensation payable agreements or incur any obligation or liability (contingent or absolute), except current liabilities incurred in the ordinary course of business and obligations under the contracts listed in the Schedules attached hereto; provided, however, that Seller may enter into such other contracts, leases, commitments, understandings, licenses or reimbursement of fees and expenses); or (v) take action to fund or secure any payments or benefits that are payable or to be provided to Business Employees under any Plan not otherwise required by the terms of the Plan in effect on the date hereof; (b) hire or promote any employees or independent contractors, other than such hires or promotions agreements in the ordinary course of business; (i) effect any reorganization or recapitalization or (ii) split, combine, redeem, repurchase, pledge or encumber or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, the Shares;business which are consistent with Seller's past business practices. (d) issueDo or omit to do any act (or permit such action or omission) which will cause a material breach of any contract, deliverunderstanding, awardcommitment, grant obligation, lease, license or sellother agreement to which Seller is a party or by which Seller is bound; or enter into or become subject to any employment, labor or authorize or propose the issuance, delivery, award, grant or sale ofunion contract, any shares of any class of its capital stock, any securities convertible into or exercisable or exchangeable for any such sharesprofessional service contract not terminable at will, or any rightsbonus, warrants pension, insurance, profit sharing, deferred compensation, retirement, hospitalization, employee benefit, or options other similar plan; or increase the salary, wages or benefits payable or to acquire become payable to any such shares;employee, or pay or arrange to pay any bonus payment to any employee. (e) sell, leaseSell, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, of any of its assets with a fair market value in excess of $250,000 the Assets. (f) Enter into any transaction other than in the ordinary course of business); (f) change any of its methods of accounting, except to the extent required by, or permitted in accordance with, GAAP;. (g) (i) terminate Make or materially amend permit any amendment or modify or enter into any Material Contract or contract that, if in effect on the date hereof, would have been a Material Contract, (ii) terminate, amend or modify any Lease, or (iii) waive in termination of any material respect any term ofcontract, agreement or waive any material default underlicense to which Seller is a party or which it owns, or release, settle or compromise any material claim by or against the Company or any Company Subsidiary or material liability or obligation owing to the Company or any Company Subsidiary under, any Material Contract or any Lease; (h) incur any material obligation for Indebtedness, whether or not evidenced by a note, bond, debenture, guarantee or similar instrument (other otherwise than in the ordinary course of business), or enter into . (h) Make any material swap change in any method of accounting or other off-balance-sheet transaction for its own account (provided that, for the avoidance of doubt, the foregoing shall not prohibit or restrict the Company or any Company Subsidiary from terminating any interest rate swap arrangements maintained as of the date of this Agreement by the Company or any Company Subsidiary), or enter into any material economic arrangement having the economic effect of any of the foregoing, other than (i) in the ordinary course of business or (ii) Indebtedness between or among the Company and any Company Subsidiaries, or between or among Company Subsidiaries;accounting practice. (i) settleAgree, agree to settle, release, waive or compromise any pending or threatened Litigation (i) involving a post-Closing payment obligation by or to the Company or any Company Subsidiary in an amount in excess of $500,000 in any single instance, (ii) in which the Company or any Company Subsidiary admits wrongdoing or misconduct or in which equitable relief is imposed, (iii) involves any admission of a criminal act or (iv) as a result of which the Business would reasonably be expected to be materially impacted or restricted; (j) permit, allow or suffer any material assets of the Company or any Company Subsidiary with a fair market value in excess of $500,000 to be subjected to any Lien other than Permitted Liens; (k) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets or securities of, or by any other manner, any material corporation, partnership, joint venture or other entity, in each case, for consideration in excess of $500,000; (l) make or authorize material capital expenditures or material commitments for capital expenditures that cause the Company or any Company Subsidiary to exceed the capital expenditure budget set forth on Section 6.2(l) of the Disclosure Letter by more than ten percent (10%) and not fail to continue to make capital expenditures in accordance with current budgets; (m) dissolve, wind-up or liquidate; (n) unless required by Law, negotiate, enter into, amend or extend any contract with a union or recognize or certify any union as the bargaining representative for any Business Employee or individual providing services to the Business; (o) hire, engage, or terminate (other than for cause) the employment or engagement of any employee or other individual who will perform his or her services primarily for or on behalf of the Business who, in each case, will earn an annual base salary in excess of $150,000; (p) cancel or compromise any material debt or claim or waive or release any material right of the Company or any Company Subsidiary or any of its assets, properties, rights or interests; (q) alter in any way the manner in which the Company or any Company Subsidiary has regularly and customarily maintained its Books and Records, except as may be required by applicable Law, any Governmental Entity or professional standards of accountancy; (r) (i) make, change or rescind any material election relating to Taxes, (ii) settle or compromise any material proceeding relating to Taxes, (iii) agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of a material amount of Taxes of the Company or any Company Subsidiary, (iv) enter into any closing agreement with respect to any material amount of Tax, (v) amend any material Tax Return or abandon any claim for a material Tax refund, or (vi) change any material method of Tax accounting, except, in each case, for any such action with respect to any Tax Return reported, or Taxes payable, on a consolidated, combined, affiliated, unitary or similar basis, that does not materially impact the Company or any Company Subsidiary; (s) license, abandon, allow to let lapse or otherwise dispose of any material Intellectual Property owned by the Company or any Company Subsidiary (other than in the ordinary course of the Business or to another Company Subsidiary); or (t) agree whether in writing or not, to do any of the foregoing.

Negative Covenants of Seller. From Seller agrees that from the date of this Agreement until hereof to the Closing or the earlier termination of this Agreement pursuant to Article IX hereto, Seller shall not, and shall not permit the Company or any Company Subsidiary to do any of the followingEffective Time, except (i) as otherwise approved by Acquiror in writing or as permitted or required by Law, (ii) as expressly contemplated by this Agreement, (iii) as expressly contemplated in Section 6.2 Seller will not, without the prior written consent of the Disclosure Letter or (iv) as consented to in writing by Buyer (Acquiror, which consent, in the case of clause (a), (b), (e), (g), (k), (n), (o), (p), (q), (r), (s) and (t) shall not be unreasonably conditionedwithheld, withheld conditioned or delayed) (provided that none of the following shall be construed to restrict the right and ability of the Company or any Company Subsidiary, prior to the Closing, to take any action expressly permitted under the last sentence of Section 6.1 above):: (a) other than as required by Law or as required pursuant to the terms of any contract or Plan as in effect on the date hereof and made available to Buyer (or pursuant to any amendment to such contract or Plan required by Law), (i) increase the compensation payable to or to become payable to change any current or former director, officer or employee provision of the Company Certificate or any Company Subsidiary; other governing instrument or Bylaws of Seller; (ii) accelerate change the vesting number of shares of its authorized or payment issued capital stock or issue or grant any shares of its capital stock or any option, warrant, call, commitment, subscription, award, right to purchase or agreement of any compensation character relating to the authorized or benefits issued capital stock of any current or former directorSeller, officer or employee of the Company or any Company Subsidiary; securities convertible into shares of such capital stock, or split, combine or reclassify any shares of its capital stock, or redeem or otherwise acquire any shares of such capital stock; (iii) establishdeclare, adoptset aside or pay any dividend or other distribution (whether in cash, terminate stock or amend property or any combination thereof) in any material respect any Plan that would result in or increase a liability of the Company (or any plan, program, agreement or arrangement that would be a Plan if in effect on the date hereof) other than the Company Pension Plan and other than routine amendments to Plans affecting Seller employees generally (and not solely affecting Company employees); capital stock of Seller; (iv) lendgrant any severance or termination pay to, pay or contribute enter into or amend any funds to employment, consulting or compensation agreement with, any of its directors, officers, employees, Affiliates employees or Associates (other than compensation payable in the ordinary course of business or reimbursement of fees and expenses)consultants; or award any increase in compensation or benefits to its directors, officers, employees or consultants; (v) take action to fund enter into or secure modify any payments pension, retirement, stock option, stock purchase, stock grant, stock appreciation right, savings, profit-sharing, deferred compensation, consulting, bonus, group insurance or benefits that are payable other employee benefit, incentive or to be provided to Business Employees under welfare contract, plan or arrangement, or any Plan not otherwise required by the terms trust agreement related thereto, in respect of the Plan in effect on the date hereof; (b) hire or promote any of its directors, officers, employees or independent contractorsconsultants, other than such hires any change that is required by law or promotions that, in the ordinary course opinion of business; (i) effect any reorganization counsel, is necessary or recapitalization or (ii) split, combine, redeem, repurchase, pledge or encumber or reclassify any of its capital stock or issue or authorize or propose advisable to maintain the issuance tax-qualified status of any tax-qualified plan; or make any contributions to any other securities in respect of, in lieu of, or in substitution for, the Shares; (d) issue, deliver, award, grant or sell, or authorize or propose the issuance, delivery, award, grant or sale of, any shares of any class of its capital stock, any securities convertible into or exercisable or exchangeable for any such shares, defined contribution plan or any rights, warrants defined benefit pension or options to acquire any such shares; (e) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any of its assets with a fair market value in excess of $250,000 (retirement plan other than in the ordinary course of business)business consistent with past practice or plan terms; (fvi) change sell or dispose of any of its methods of accounting, except to the extent required by, assets or permitted in accordance with, GAAP; (g) (i) terminate or materially amend or modify or enter into any Material Contract or contract that, if in effect on the date hereof, would have been a Material Contract, (ii) terminate, amend or modify any Lease, or (iii) waive in any material respect any term of, or waive any material default under, or release, settle or compromise any material claim by or against the Company or any Company Subsidiary or material liability or obligation owing to the Company or any Company Subsidiary under, any Material Contract or any Lease; (h) knowingly incur any material obligation for Indebtedness, whether or not evidenced by a note, bond, debenture, guarantee or similar instrument (liabilities other than in the ordinary course of business)business consistent with past practices and policies, or enter into acquire in any material swap or other off-balance-sheet transaction for its own account manner whatsoever (provided that, for the avoidance of doubt, the foregoing shall not prohibit or restrict the Company or any Company Subsidiary from terminating any interest rate swap arrangements maintained as of the date of this Agreement by the Company or any Company Subsidiary), or enter into any material economic arrangement having the economic effect of any of the foregoing, other than (ito realize upon collateral for a defaulted loan) in the ordinary course of any business or (ii) Indebtedness between or among the Company and any Company Subsidiaries, or between or among Company Subsidiariesentity; (ivii) settle, agree to settle, release, waive or compromise make any pending or threatened Litigation (i) involving a post-Closing payment obligation by or to the Company or any Company Subsidiary in an amount capital expenditures in excess of $500,000 25,000 in the aggregate, other than pursuant to binding commitments existing on the date hereof, other than expenditures necessary to maintain existing assets in good repair and other than as set forth in Seller Disclosure Schedule 5.2(vii); (viii) make any material change in its accounting methods or practices, other than changes required by GAAP, or change any of its methods of reporting income and deductions for federal income tax purposes, except as required by changes in laws or regulations; (ix) make, change or revoke any material Tax election, amend any material return or settle or compromise any material liability for Taxes; (x) engage in any single instance, transaction with an “affiliate,” in each case as defined in Section 3.12 hereof. (iixi) in which the Company knowingly take any action or knowingly fail to take any Company Subsidiary admits wrongdoing or misconduct or in which equitable relief is imposed, (iii) involves any admission of a criminal act or (iv) as a result of which the Business action that would reasonably be expected to be materially impacted adversely affect or restricteddelay the ability of Acquiror or Seller to perform its covenants and agreements on a reasonably timely basis under this Agreement or to consummate the transactions contemplated under this Agreement; (jxii) permit, allow knowingly take any action or suffer knowingly fail to take any action that would reasonably be expected to result in any of its representations and warranties contained in Article III of this Agreement not being true and correct in any material assets of respect at the Company or any Company Subsidiary with a fair market value in excess of $500,000 to be subjected to any Lien other than Permitted LiensEffective Time; (kxiii) acquire by merging knowingly take any action which would be reasonably expected to adversely affect or consolidating with, or by purchasing a substantial portion delay the ability of the assets Acquiror or securities ofSeller to obtain any necessary approvals, consents or by waivers of any other mannerGovernmental Entity required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material corporation, partnership, joint venture condition or other entity, in each case, for consideration in excess restriction that would materially impair the value of $500,000the transaction to Acquiror; (lxiv) make merge with any other corporation or authorize material capital expenditures permit any other corporation to merge into it or material commitments for capital expenditures that cause the Company or consolidate with any Company Subsidiary to exceed the capital expenditure budget set forth on Section 6.2(l) of the Disclosure Letter by more than ten percent (10%) and not fail to continue to make capital expenditures in accordance with current budgetsother corporation; (mxv) dissolveknowingly fail to comply with any laws, wind-up regulations, ordinances or liquidate; (n) unless required by Law, negotiate, enter into, amend or extend any contract with a union or recognize or certify any union as the bargaining representative for any Business Employee or individual providing services governmental actions applicable to it and to the Business; (o) hire, engage, or terminate (other than for cause) the employment or engagement of any employee or other individual who will perform his or her services primarily for or on behalf conduct of the Business who, in each case, will earn an annual base salary in excess of $150,000; (p) cancel or compromise any material debt or claim or waive or release any material right business of the Company or any Company Subsidiary or any of its assets, properties, rights or interests; (q) alter Seller in any way the a manner in which the Company or any Company Subsidiary has regularly and customarily maintained its Books and Records, except as may be required by applicable Law, any Governmental Entity or professional standards of accountancy; (r) (i) make, change or rescind any material election relating adverse to Taxes, (ii) settle or compromise any material proceeding relating to Taxes, (iii) agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of a material amount of Taxes of the Company or any Company Subsidiary, (iv) enter into any closing agreement with respect to any material amount of Tax, (v) amend any material Tax Return or abandon any claim for a material Tax refund, or (vi) change any material method of Tax accounting, except, in each case, for any such action with respect to any Tax Return reported, or Taxes payable, on a consolidated, combined, affiliated, unitary or similar basis, that does not materially impact the Company or any Company Subsidiary; (s) license, abandon, allow to let lapse or otherwise dispose of any material Intellectual Property owned by the Company or any Company Subsidiary (other than in the ordinary course of the Business or to another Company Subsidiary)business; or (txvi) agree in writing to do any of the foregoing.

Negative Covenants of Seller. From Prior to the Closing, unless Buyer agrees otherwise in writing: (a) Seller will not take any action or permit to occur any event within Seller’s reasonable control which, if taken or occurring prior to the date hereof would require any disclosure in the Schedules, or would breach any covenant of this Agreement until the Closing Seller or the earlier termination Owner, or cause any representation or warranty of this Agreement pursuant Seller or Owner to Article IX hereto, Seller shall not, and shall not permit the Company or any Company Subsidiary to do any be untrue as of the following, except Closing. (b) Seller will not (i) as required by Lawmake or permit any change in its authorized, issued or treasury securities of its equity securities, (ii) as expressly contemplated by this Agreementgrant any option or right to purchase Seller’s securities, (iii) as expressly contemplated in Section 6.2 of the Disclosure Letter issue or make any commitment to issue any security, including any security convertible into Membership Units, (iv) as consented to in writing by Buyer (which consent, in the case of clause (a)grant any registration rights, (b)v) purchase, redeem, retire or make any other acquisition of any securities, or (vi) declare, set aside or pay any dividends, redeem or make any other distributions on or with regard to its equity. (c) Seller will not amend its certificate of formation or operating agreement. (d) Seller will not fail to pay or discharge when due any liability or obligation of Seller. (e), (g), (k), (n), (o), (p), (q), (r), (s) and (t) shall Seller will not be unreasonably conditioned, withheld or delayed) (provided that none of the following shall be construed to restrict the right and ability of the Company or any Company Subsidiary, prior to the Closing, to take any action expressly permitted under the last sentence of Section 6.1 above): (a) other than as required by Law or as required pursuant to the terms of any contract or Plan as in effect on the date hereof and made available to Buyer (or pursuant to any amendment to such contract or Plan required by Law), (i) increase the compensation payable make any payments to or to become payable to any current or former directorofficers, officer or employee of the Company or any Company Subsidiary; (ii) accelerate the vesting or payment of any compensation or benefits of any current or former director, officer or employee of the Company or any Company Subsidiary; (iii) establish, adopt, terminate or amend in any material respect any Plan that would result in or increase a liability of the Company (or any plan, program, agreement or arrangement that would be a Plan if in effect on the date hereof) other than the Company Pension Plan and other than routine amendments to Plans affecting Seller employees generally (and not solely affecting Company employees); (iv) lend, pay or contribute any funds to any of its directors, officerspartners, employeesmanagers, Affiliates trustees or Associates (beneficiaries other than compensation payable then in the ordinary course of business or reimbursement of fees and expenses); or (v) take action to fund or secure any payments or benefits that are payable or to be provided to Business Employees under any Plan not otherwise required by the terms of the Plan in effect on the date hereof; (b) hire or promote any employees or independent contractors, other than such hires or promotions in the ordinary course of business; (i) effect any reorganization or recapitalization accordance with past custom and practice or (ii) split, combine, redeem, repurchase, pledge make any loans or encumber enter into any transactions or reclassify contracts with any holder of its capital stock Membership Units or issue or authorize or propose the issuance an Affiliate of any other securities in respect ofholder of Membership Units, in lieu of, or in substitution for, the Shares; (d) issue, deliver, award, grant or sell, or authorize or propose the issuance, delivery, award, grant or sale of, any shares of any class of its capital stock, any securities convertible into or exercisable or exchangeable for any such shares, or any rights, warrants or options to acquire any such shares; (e) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any of its assets with a fair market value in excess of $250,000 (other than in the ordinary course of business);business and as contemplated by this Agreement. (f) change any of its methods of accountingSeller will not, except to the extent required byas specifically contemplated by this Agreement, or permitted in accordance with, GAAP; (g) (i) terminate or materially amend or modify or enter into any Material Contract material contract, agreement or contract thattransaction, if in effect on the date hereof(including but not limited to any acquisitions, would have been a Material Contractsale of license of any material portion of its assets, or amendments to any material distribution, licensing, or other material agreements), (ii) terminatechange, amend accelerate or modify alter the payment terms of any Leaseexisting material Contracts, or (iii) waive in any material respect any term of, or waive any material default under, or release, settle or compromise any material claim by or against the Company or any Company Subsidiary or material liability or obligation owing to the Company or any Company Subsidiary under, any Material Contract or any Lease; (h) incur any material obligation for Indebtednessadditional debt, whether or not evidenced by a note, bond, debenture, guarantee or similar instrument (other than in the ordinary course of business)business in accordance with past custom and practice. (g) Seller will not hire any employees, change any employee’s compensation, pay any bonus or enter into any material swap severance arrangements, or other off-balance-sheet transaction accelerate the vesting of any restricted stock or stock options. (h) Seller shall deliver to Buyer all Tax clearance certificates necessary for its own account (provided that, Buyer to avoid any potential successor liability for the avoidance Taxes of doubtSeller, the foregoing shall not prohibit or restrict the Company or any Company Subsidiary from terminating any interest rate swap arrangements maintained dated as of the Closing or the most recent practical date of this Agreement by before the Company or any Company Subsidiary), or enter into any material economic arrangement having the economic effect of any of the foregoing, other than (i) in the ordinary course of business or (ii) Indebtedness between or among the Company and any Company Subsidiaries, or between or among Company Subsidiaries; (i) settle, agree to settle, release, waive or compromise any pending or threatened Litigation (i) involving a post-Closing payment obligation by or to the Company or any Company Subsidiary in an amount in excess of $500,000 in any single instance, (ii) in which the Company or any Company Subsidiary admits wrongdoing or misconduct or in which equitable relief is imposed, (iii) involves any admission of a criminal act or (iv) as a result of which the Business would reasonably be expected to be materially impacted or restricted; (j) permit, allow or suffer any material assets of the Company or any Company Subsidiary with a fair market value in excess of $500,000 to be subjected to any Lien other than Permitted Liens; (k) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets or securities of, or by any other manner, any material corporation, partnership, joint venture or other entity, in each case, for consideration in excess of $500,000; (l) make or authorize material capital expenditures or material commitments for capital expenditures that cause the Company or any Company Subsidiary to exceed the capital expenditure budget set forth on Section 6.2(l) of the Disclosure Letter by more than ten percent (10%) and not fail to continue to make capital expenditures in accordance with current budgets; (m) dissolve, wind-up or liquidate; (n) unless required by Law, negotiate, enter into, amend or extend any contract with a union or recognize or certify any union as the bargaining representative for any Business Employee or individual providing services to the Business; (o) hire, engage, or terminate (other than for cause) the employment or engagement of any employee or other individual who will perform his or her services primarily for or on behalf of the Business who, in each case, will earn an annual base salary in excess of $150,000; (p) cancel or compromise any material debt or claim or waive or release any material right of the Company or any Company Subsidiary or any of its assets, properties, rights or interests; (q) alter in any way the manner in which the Company or any Company Subsidiary has regularly and customarily maintained its Books and Records, except as may be required by applicable Law, any Governmental Entity or professional standards of accountancy; (r) (i) make, change or rescind any material election relating to Taxes, (ii) settle or compromise any material proceeding relating to Taxes, (iii) agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of a material amount of Taxes of the Company or any Company Subsidiary, (iv) enter into any closing agreement with respect to any material amount of Tax, (v) amend any material Tax Return or abandon any claim for a material Tax refund, or (vi) change any material method of Tax accounting, except, in each case, for any such action with respect to any Tax Return reported, or Taxes payable, on a consolidated, combined, affiliated, unitary or similar basis, that does not materially impact the Company or any Company Subsidiary; (s) license, abandon, allow to let lapse or otherwise dispose of any material Intellectual Property owned by the Company or any Company Subsidiary (other than in the ordinary course of the Business or to another Company Subsidiary); or (t) agree in writing to do any of the foregoingClosing.

Negative Covenants of Seller. From Without limiting the foregoing Section 5.1, from the date of this Agreement until the Closing earlier of the Effective Time or the earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement pursuant to Article IX heretoor as required by applicable law or a Governmental Authority, Seller shall not, and shall not permit the Company or any Company Subsidiary to do any of its subsidiaries, without the following, except (i) as required by Law, (ii) as expressly contemplated by this Agreement, (iii) as expressly contemplated in Section 6.2 prior written consent of the Disclosure Letter or (iv) as consented to in writing by Buyer Purchaser (which consentshall not be unreasonably withheld, in the case of clause conditioned or delayed with respect to subsections (a), (bc), (e), (gf), (i), (k), (l), (m), (n), (o), (p), (q), (r), (s) and (t) shall not be unreasonably conditionedu)), withheld or delayed) (provided that none of the following shall be construed to restrict the right and ability of the Company or any Company Subsidiary, prior to the Closing, to take any action expressly permitted under the last sentence of Section 6.1 above):to: (a) other than change the number of authorized or issued shares of its capital stock, issue any shares of Seller Stock, including any shares that are held as required by Law treasury stock as of the date of this Agreement, or as required pursuant to the terms issue or grant any right or agreement of any contract character relating to its authorized or Plan as issued capital stock or any securities convertible into shares of such stock, make any grant or award under the Seller Option Plan, or split, combine or reclassify any shares of capital stock, or declare, set aside or pay any dividend or other distribution in effect on respect of capital stock, or redeem or otherwise acquire any shares of capital stock, except that Seller may issue shares of Seller Common Stock upon the date hereof and made available to Buyer valid exercise of presently outstanding Seller Options issued under the Seller Option Plan; (b) issue any other capital securities, including trust preferred or pursuant to any amendment to such contract other similar securities, voting debt, or Plan required by Law)other securities, debentures or subordinated notes; (c) (i) increase the compensation payable to enter into, modify, amend, renew or to become payable to terminate any current employment, consulting, severance, change in control, or former similar agreement or arrangement with any director, officer or employee of the Company any Seller Entity, or grant any Company Subsidiary; (ii) accelerate the vesting salary or payment of any compensation or benefits of any current or former director, officer or employee of the Company or any Company Subsidiary; (iii) establish, adopt, terminate or amend in any material respect any Plan that would result in wage increase or increase a liability of the Company any employee benefit (including incentive or any plan, program, agreement or arrangement that would be a Plan if in effect on the date hereofbonus payments) other than the Company Pension Plan and other than routine amendments (A) at will agreements, (B) normal individual increases in salary to Plans affecting Seller employees generally (and not solely affecting Company employees); (iv) lend, pay or contribute any funds to any of its directors, officers, non-officer employees, Affiliates or Associates (other than compensation payable in each case in the ordinary course of business or reimbursement of fees consistent with past practice, and expenses)(C) severance in accordance with past practice; or (v) take action to fund or secure any payments or benefits that are payable or to be provided to Business Employees under any Plan not otherwise required by the terms of the Plan in effect on the date hereof; (b) hire or promote any employees or independent contractors, other than such hires or promotions in the ordinary course of business; (i) effect any reorganization or recapitalization or (ii) split, combine, redeem, repurchase, pledge hire any new officers; or encumber (iii) promote any employee to a rank of vice president or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, the Sharesa more senior position; (d) issueenter into, deliverestablish, awardadopt, grant or sellmodify, amend, renew, or authorize or propose the issuance, delivery, award, grant or sale of, terminate any shares of any class of its capital stock, any securities convertible into or exercisable or exchangeable for any such sharesSeller Benefit Plan, or take any rightsaction to accelerate the vesting of benefits payable thereunder, warrants except as required by law or options pursuant to acquire any such sharesthe terms of the Seller Benefit Plan in effect as of the date hereof; (e) sell, leasetransfer, exchange, mortgage, pledge, transfer mortgage or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, encumber any of its assets or properties except in the ordinary course of business consistent with past practice, and in the case of a sale or transfer, at fair market value value, or sell or transfer any portion of its deposit liabilities; (f) enter into, modify, amend or renew any data processing contract, service provider agreement, or any lease, license or maintenance agreement relating to real or personal property or Intellectual Property, other than the periodic renewal of an agreement that is necessary to operate its business in the ordinary course consistent with past practice, or permit to lapse its rights in any material Intellectual Property; (g) acquire (other than by way of foreclosures or acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts contracted prior to the date hereof in good faith, in each case in the ordinary course of business consistent with past practice) all or any portion of, the assets, business or properties of any Person; (h) sell or acquire any loans (excluding originations) or loan participations, except in the ordinary course of business consistent with past practice (but in the case of a sale, after giving Purchaser and HeritageBank a first right of refusal to acquire such loan or participation at the same price and on the same terms as proposed by such Seller Entity), or sell or acquire any servicing rights; (i) amend its articles of incorporation, charter or bylaws, except as required by law, or appoint a new director to its Board of Directors; (j) implement or adopt any material change in its accounting principles, practices or methods, other than as may be required by GAAP or any Governmental Authority; (k) except to the extent permitted by Section 5.2(f), enter into or terminate any Seller Material Contract or amend or modify in any material respect or renew any existing Seller Material Contract; (l) except in the ordinary course of business consistent with past practice and involving an amount not in excess of $250,000 25,000 (exclusive of any amounts paid directly or reimbursed to Seller under any insurance policy maintained by Seller), settle any claim, action or proceeding against it. Notwithstanding the foregoing, no settlement shall be made if it involves a precedent for other similar claims, which in the aggregate, could reasonably be expected to be material to Seller; (m) in the case of Alarion Bank (i) voluntarily make any material changes in or to its deposit mix; (ii) increase or decrease the rate of interest paid on time deposits or on certificates of deposit, except in a manner and pursuant to policies consistent with past practice and competitive factors in the marketplace; (iii) incur any liability or obligation relating to retail banking and branch merchandising, marketing and advertising activities and initiatives except in the ordinary course of business consistent with past practice; (iv) open any new branch or deposit taking facility; or (v) close or relocate any existing branch or other facility. (n) (i) purchase any equity securities or purchase any debt securities, other than (A) U.S. Treasury securities or United States Government agency securities, (B) securities with maturities of one year or less, or (C) otherwise in the ordinary course of business consistent with its current investment policy; (ii) enter into or acquire any derivatives contract or structured note; or (iii) enter into any new, or modify, amend or extend the terms of any existing, contracts relating to the purchase or sale of financial or other futures, or any put or call option relating to cash, securities or commodities or any interest rate swap agreements or other agreements relating to the hedging of interest rate risk; (o) purchase any fixed assets (by installment purchase, capital lease, synthetic lease or otherwise) where the amount paid or committed thereof is in excess of $25,000 individually or $100,000 in the aggregate, except for emergency repairs or replacements in the ordinary course of business consistent with past practice; (i) make any material changes in its policies concerning loan underwriting or which classes of Persons may approve loans or fail to comply with such policies as previously provided; (ii) make any loans or extensions of credit except in the ordinary course of business consistent with past practice, provided (a) any unsecured extension of credit, individually or in the aggregate with other unsecured extensions of credit to the same relationship, in excess of $100,000; or (b) any secured loan or extension of credit, individually or in the aggregate with other secured loans or extensions of credit to the same relationship, in excess of $750,000, shall require the prior written consent of Purchaser, which approval or rejection shall be given in writing three (3) business days after the loan package is delivered to Purchaser; or (iii) renew or renegotiate any loans or credits that are on any watch list and/or are classified or special mentioned or take any similar actions with respect to collateral held with respect to debts previously contracted or other real estate owned, except pursuant to safe and sound banking practices and with prior disclosure to HeritageBank; provided, however, that Alarion Bank may, without the prior notice to or written consent of HeritageBank, renew or extend existing credits on substantially similar terms and conditions as present at the time such credit was made or last extended, renewed or modified, for a period not to exceed the duration of the most recent term of such credit and at rates not less than market rates for comparable credits and transactions and without any release of any collateral or advancement of additional funds; (q) take any action or knowingly fail to take any action that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (r) except as required by applicable law or regulation, (i) implement or adopt any material change in its interest rate and other risk management policies, procedures or practices; (ii) fail to follow its existing policies or practices with respect to managing its exposure to interest rate and other risk; or (iii) fail to use commercially reasonable means to avoid any material increase in its aggregate exposure to interest rate risk; (s) incur any indebtedness for borrowed money other than in the ordinary course of business); (f) change any business consistent with past practice with a term not in excess of its methods of accounting, except to the extent required byone year, or permitted in accordance withincur, GAAP; (g) (i) terminate assume or materially amend become subject to, whether directly or modify by way of any guarantee or enter into any Material Contract or contract that, if in effect on the date hereof, would have been a Material Contract, (ii) terminate, amend or modify any Lease, or (iii) waive in any material respect any term of, or waive any material default under, or release, settle or compromise any material claim by or against the Company or any Company Subsidiary or material liability or obligation owing to the Company or any Company Subsidiary underotherwise, any Material Contract obligations or any Lease; liabilities (habsolute, accrued, contingent or otherwise) incur any material obligation for Indebtedness, whether or not evidenced by a note, bond, debenture, guarantee or similar instrument (other than in the ordinary course of business), or enter into any material swap or other off-balance-sheet transaction for its own account (provided that, for the avoidance of doubt, the foregoing shall not prohibit or restrict the Company or any Company Subsidiary from terminating any interest rate swap arrangements maintained as of the date of this Agreement by the Company or any Company Subsidiary), or enter into any material economic arrangement having the economic effect of any of the foregoingother Person, other than (i) the issuance of letters of credit in the ordinary course of business or (ii) Indebtedness between or among and in accordance with the Company and any Company Subsidiaries, or between or among Company Subsidiariesrestrictions set forth in Section 5.2(p); (it) settledevelop, agree to settle, release, waive market or compromise implement any pending or threatened Litigation (i) involving a post-Closing payment obligation by or to the Company or any Company Subsidiary in an amount in excess new line of $500,000 in any single instance, (ii) in which the Company or any Company Subsidiary admits wrongdoing or misconduct or in which equitable relief is imposed, (iii) involves any admission of a criminal act or (iv) as a result of which the Business would reasonably be expected to be materially impacted or restrictedbusiness; (j) permit, allow or suffer any material assets of the Company or any Company Subsidiary with a fair market value in excess of $500,000 to be subjected to any Lien other than Permitted Liens; (k) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets or securities of, or by any other manner, any material corporation, partnership, joint venture or other entity, in each case, for consideration in excess of $500,000; (l) make or authorize material capital expenditures or material commitments for capital expenditures that cause the Company or any Company Subsidiary to exceed the capital expenditure budget set forth on Section 6.2(l) of the Disclosure Letter by more than ten percent (10%) and not fail to continue to make capital expenditures in accordance with current budgets; (m) dissolve, wind-up or liquidate; (n) unless required by Law, negotiate, enter into, amend or extend any contract with a union or recognize or certify any union as the bargaining representative for any Business Employee or individual providing services to the Business; (o) hire, engage, or terminate (other than for cause) the employment or engagement of any employee or other individual who will perform his or her services primarily for or on behalf of the Business who, in each case, will earn an annual base salary in excess of $150,000; (p) cancel or compromise any material debt or claim or waive or release any material right of the Company or any Company Subsidiary or any of its assets, properties, rights or interests; (q) alter in any way the manner in which the Company or any Company Subsidiary has regularly and customarily maintained its Books and Records, except as may be required by applicable Law, any Governmental Entity or professional standards of accountancy; (r) (iu) make, change or rescind revoke any material tax election relating to Taxes, (ii) settle or compromise any material proceeding relating to Taxes, (iii) agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of a material amount of Taxes of the Company or any Company Subsidiary, (iv) enter into any closing agreement with respect to any material amount of Tax, (v) amend any material Tax Return or abandon any claim for a material Tax refund, or (vi) change any material method of Tax accounting, except, in each case, for any such action with respect to any Tax Return reported, or Taxes payable, on a consolidated, combined, affiliated, unitary or similar basis, that does not materially impact the Company or any Company Subsidiary; (s) license, abandon, allow to let lapse or otherwise dispose of any material Intellectual Property owned by the Company or any Company Subsidiary (other than in a manner consistent with prior elections), file any materially amended Tax Return, enter into any Tax closing agreement, or settle or agree to compromise any material liability with respect to disputed Taxes; (v) take any action that is likely to materially impair Seller’s ability to perform any of its obligations under this Agreement or Alarion Bank’s ability to perform any of its obligations under the ordinary course of the Business or to another Company Subsidiary)Bank Merger Agreement; or (tw) agree in writing or commit to do any of the foregoing.

Negative Covenants of Seller. From the date of this Agreement until the Closing or the earlier termination of this Agreement pursuant to Article IX heretohereof, Seller shall not, and shall not permit the Company or any of the Company Subsidiary Subsidiaries to do any of the following, except (i) as required by Law, (ii) as expressly contemplated by this Agreement, (iii) as expressly contemplated in Section 6.2 of the Disclosure Letter Letter, (iv) taken in response to any COVID-19 Effect, or (ivv) as consented to in writing by Buyer (which consent, in the case of clause (a), (b), (e), (g), (k), (n), (o), (p), (q), (r), (s) and (t) consent shall not be unreasonably conditioned, withheld or delayed) (provided that (x) none of the following shall be construed to restrict the right and ability of the Company or any Company Subsidiary, prior to the Closing, to take any action expressly permitted under the last sentence of Section 6.1 aboveabove and (y) nothing contained in this Agreement is intended to give Buyer, directly or indirectly, the right to control or direct the operations of the Company or any Company Subsidiary prior to the Effective Time): (a) other than as required by Law or as required except pursuant to the terms of any contract or Plan as Plans in effect on the date hereof and made available to Buyer (or pursuant to any amendment to such contract or Plan required by Law)hereof, (i) materially increase the compensation payable to or to become payable to any current or former director, officer or employee of the Company or any Company SubsidiaryService Provider; (ii) accelerate the vesting or payment of any compensation or benefits of any current or former director, officer or employee of the Company or any Company SubsidiaryService Provider; (iii) establish, adopt, terminate or amend in any material respect any Plan that would result in or increase a liability of the Company or any Company Subsidiary (or any plan, program, agreement or arrangement that would be a Plan if in effect on the date hereof) other than the Company Pension Plan and other than routine amendments to Plans affecting Seller employees generally (and not solely affecting Company employees); (iv) lend, pay or contribute any funds to any of its directors, officers, employees, Affiliates or Associates (other than compensation payable in the ordinary course of business or reimbursement of fees and expenses); or (viv) take action to fund or secure any payments or benefits that are payable or to be provided to Business Employees any current or former director, officer or employee of the Company or any Company Subsidiary under any Plan not otherwise required by the terms of the Plan in effect on the date hereofPlan; (b) (i) hire any Person to be an officer or promote employee of the Company or any Company Subsidiary or engage any other service provider to provide services to the Company or any Company Subsidiary, in either case, except for the hiring or engagement of Persons with annual base pay or rate not in excess of $235,000 in the ordinary course of business to replace (A) an employee whose employment or engagement was terminated for cause or as a result of the resignation of such employee, or (B) a service provider whose engagement was terminated for cause or expired, in each case, with compensation and benefits substantially similar to those provided to similarly situated employees or independent contractorsservice providers of the Company and the Company Subsidiaries or (ii) terminate (except for cause) the employment or engagement of any Company Service Provider, other than such hires except for the termination of employment or promotions engagement of Company Service Providers with an annual base pay or rate not in excess of $235,000 in the ordinary course of business; (c) change or amend any Organizational Documents; (d) (i) effect any reorganization or recapitalization or recapitalization; (ii) split, combine, redeem, repurchase, pledge or encumber combine or reclassify any of its capital stock or stock; (iii) issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, the Shares; shares of its capital stock; (div) issue, deliver, award, grant or sell, or authorize or propose the issuance, delivery, award, grant or sale of, any shares of any class of its capital stockequity interests, any securities convertible into or exercisable or exchangeable for any such sharesequity interests, or any rights, warrants or options to acquire any such sharesequity interests; (v) dispose of, pledge or otherwise encumber any of its equity interests; or (vi) issue any rights to subscribe for or acquire any of its equity interests; (e) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, in each case, any of its material assets or properties, except for such dispositions with a fair market value of less than $250,000; (f) (i) change any of its methods of accounting, (ii) make, change or rescind any express or deemed entity classification or other material election relating to Taxes, (iii) amend any material Tax Returns in any material respect, (iv) except as contemplated by Section 6.11, settle or compromise any material Litigation, audit, assessment, controversy or other proceeding relating to Taxes, (v) change any accounting period relating to material Taxes, (vi) enter into any “closing agreement” with any taxing authority, (vii) consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment or (viii) make any voluntary Tax disclosure or Tax amnesty or similar filing; (g) incur any material obligation for Indebtedness or cancel any material Indebtedness owed to the Company or any Company Subsidiary, whether or not evidenced by a note, bond, debenture, guarantee or similar instrument other than (i) pursuant to the Credit Agreement or any other existing facility to the extent available at such time, or incurred to replace, renew, extend, refinance or refund any existing Indebtedness, (ii) with respect to any Indebtedness between or among the Company and any Company Subsidiaries, or between or among the Company Subsidiaries, or (iii) Indebtedness permitted under the Credit Agreement or any replacement facility that will be satisfied in full at or prior to the Closing; (h) settle or compromise any Litigation involving a payment obligation by the Company or any Company Subsidiary in an amount (in excess of any applicable insurance proceeds) in excess of $100,000; (i) permit or allow any material assets of the Company or any Company Subsidiary with a fair market value in excess of $250,000 (50,000 to be subjected to any Lien other than in Permitted Liens or Liens that will be released at or before the ordinary course of business)Closing; (fj) change enter into, adopt, amend or terminate any of its methods of accounting, except to the extent required by, or permitted in accordance with, GAAPcollective bargaining agreement; (gk) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets or securities of, or by any other manner, any material corporation, partnership, joint venture or other entity, in each case, for consideration in excess of $50,000, other than transactions between or among the Company and any Company Subsidiaries, or between or among Company Subsidiaries; (l) make or authorize material capital expenditures or material commitments for capital expenditures that cause the Company and the Company Subsidiaries to exceed their consolidated annual capital expenditure budget which was previously made available to Buyer prior to the date of this Agreement by more than $50,000; (m) (i) terminate or materially amend or modify or any Material Contract, (ii) enter into any Material Contract or contract that, if in effect on the date hereof, would have been a Material Contract, Contract (ii) terminate, amend or modify any Leaseexcept in the ordinary course of business), or (iii) waive in any material respect any term of, or waive any material default under, or release, settle or compromise any material claim by or against the Company or any Company Subsidiary or material liability or obligation owing to the Company or any Company Subsidiary under, any Material Contract or any LeaseContract; (h) incur any material obligation for Indebtedness, whether or not evidenced by a note, bond, debenture, guarantee or similar instrument (other than in the ordinary course of business), or enter into any material swap or other off-balance-sheet transaction for its own account (provided that, for the avoidance of doubt, the foregoing shall not prohibit or restrict the Company or any Company Subsidiary from terminating any interest rate swap arrangements maintained as of the date of this Agreement by the Company or any Company Subsidiary), or enter into any material economic arrangement having the economic effect of any of the foregoing, other than (i) in the ordinary course of business or (ii) Indebtedness between or among the Company and any Company Subsidiaries, or between or among Company Subsidiaries; (i) settle, agree to settle, release, waive or compromise any pending or threatened Litigation (i) involving a post-Closing payment obligation by or to the Company or any Company Subsidiary in an amount in excess of $500,000 in any single instance, (ii) in which the Company or any Company Subsidiary admits wrongdoing or misconduct or in which equitable relief is imposed, (iii) involves any admission of a criminal act or (iv) as a result of which the Business would reasonably be expected to be materially impacted or restricted; (j) permit, allow or suffer any material assets of the Company or any Company Subsidiary with a fair market value in excess of $500,000 to be subjected to any Lien other than Permitted Liens; (k) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets or securities of, or by any other manner, any material corporation, partnership, joint venture or other entity, in each case, for consideration in excess of $500,000; (l) make or authorize material capital expenditures or material commitments for capital expenditures that cause the Company or any Company Subsidiary to exceed the capital expenditure budget set forth on Section 6.2(l) of the Disclosure Letter by more than ten percent (10%) and not fail to continue to make capital expenditures in accordance with current budgets; (mn) dissolve, wind-wind up or liquidate; (n) unless required by Law, negotiate, enter into, amend or extend any contract with a union or recognize or certify any union as the bargaining representative for any Business Employee or individual providing services to the Business; (o) hire, engage, or terminate (other than for cause) the employment or engagement of any employee or other individual who will perform his or her services primarily for or on behalf of the Business who, in each case, will earn an annual base salary in excess of $150,000; (p) cancel or compromise any material debt or claim claim, or waive or release any material right of the Company or any Company Subsidiary or any of its assets, properties, rights or interests; (qp) alter in any way material respect the manner in which the Company or any and the Company Subsidiary has Subsidiaries have regularly and customarily maintained its Books their books and Recordsrecords, except as may be required by applicable Law, any Governmental Entity or professional standards of accountancy, or change in any material respect any accounting policies or practices; (q) defer payment of any payable or any other liability beyond the date that similar payables or other liabilities have been paid during the trailing twelve-month period, or accelerate the collection of any receivable in comparison to collection practices during the trailing twelve-month period; or (r) (i) makeagree, change or rescind any material election relating to Taxes, (ii) settle or compromise any material proceeding relating to Taxes, (iii) agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of a material amount of Taxes of the Company or any Company Subsidiary, (iv) enter into any closing agreement with respect to any material amount of Tax, (v) amend any material Tax Return or abandon any claim for a material Tax refund, or (vi) change any material method of Tax accounting, except, in each case, for any such action with respect to any Tax Return reported, or Taxes payable, on a consolidated, combined, affiliated, unitary or similar basis, that does not materially impact the Company or any Company Subsidiary; (s) license, abandon, allow to let lapse or otherwise dispose of any material Intellectual Property owned by the Company or any Company Subsidiary (other than in the ordinary course of the Business or to another Company Subsidiary); or (t) agree whether in writing or otherwise, to do any of the foregoing.

Negative Covenants of Seller. From the date of this Agreement hereof until the Closing or earlier of the earlier termination of this Agreement pursuant in accordance with its terms or the Closing Date, except as otherwise permitted or required by this Agreement or as otherwise consented to Article IX heretoby Buyer in writing, Seller shall not: (a) except as may relate to trade payables of Seller or the Business incurred in the ordinary course of business and the renewal of any insurance coverage of Seller, enter into, renew, amend, breach or terminate any Material Contract other than in the ordinary course of business and shall not permit the Company consistent with past practice; (b) sell, dispose of, license, assign or transfer, in whole or in part, any Company Subsidiary to do any asset of the followingSeller, whether real or personal, tangible or intangible, except in the ordinary course of business and consistent with past practices; (c) (i) as required by Lawgrant (or commit to grant) any increase in the rate or terms of compensation (including incentive or bonus compensation) or benefits of any director, officer, employee or service provider of Seller, whether past or present, (ii) as expressly contemplated by this Agreementinstitute, adopt, modify or amend (or commit to institute, adopt, modify or amend) any compensation or Benefit Plan, policy, program or arrangement or collective bargaining agreement applicable to any such director, officer, employee or service provider, (iii) as expressly contemplated pay or agree to pay any pension, retirement allowance, severance, transaction, retention, change in Section 6.2 control, incentive or other payment or benefit to any director, officer, employee or service provider of the Disclosure Letter Seller, whether past or present, or (iv) as consented to in writing by Buyer (which consent, in the case of clause (a), (b), (e), (g), (k), (n), (o), (p), (q), (r), (s) and (t) shall not be unreasonably conditioned, withheld or delayed) (provided that none of the following shall be construed to restrict the right and ability of the Company or any Company Subsidiary, prior to the Closing, to take any action expressly permitted to accelerate, or that could reasonably be expected to result in the acceleration of, the time of payment or vesting of any rights, compensation, benefits or funding obligations under the last sentence of Section 6.1 above):any Benefit Plan or otherwise; (ad) make or change any Tax election, change any accounting period, adopt or change any method of accounting, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment or take any other than as required by Law similar action related to Taxes; (e) issue, sell or as required pursuant to the terms otherwise dispose of any contract or Plan as in effect on the date hereof and made available to Buyer (or pursuant agree to issue, sell or dispose) any amendment of the capital stock or equity interests of Seller, or grant (or agree to such contract grant) any options, warrants or Plan required by Lawother rights to purchase or obtain (including upon conversion, exchange or exercise) any of the capital stock or equity interests of Seller; (f) amend, renew or terminate any of its Material Contracts, or enter into any Material Contract or cause or suffer any acceleration of, or grant any waiver or give any consent or release with respect to, any Material Contract (or Contract that would constitute a Material Contract had it not been so accelerated, amended, terminated, waived or released), or enter into any other material transaction; (g) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any Person or division thereof; (h) acquire (whether by purchase or lease) or sell, assign, lease or otherwise transfer or dispose of, or agree to acquire (whether by purchase or lease) or to sell, assign, lease or otherwise transfer or dispose of, any property, equipment or other assets of Seller (including for the avoidance of doubt, the Purchased Assets), or otherwise make capital expenditures, in each case, in an aggregate amount in excess of $5,000; (i) create, assume or permit to exist any new Encumbrance upon any of the Purchased Assets (other than Permitted Encumbrances), or otherwise incur any indebtedness for borrowed money, or guarantee the obligations of any other Person; (j) increase (or agree to increase) compensation or benefits (including the compensation granting of options or restricted stock or other direct or indirect remuneration) payable to or to become payable to any current to, or former director, officer or employee of the Company or any Company Subsidiary; (ii) accelerate the vesting or payment of any compensation or benefits of any current or former director, officer or employee of the Company or any Company Subsidiary; (iii) establish, adopt, terminate or amend in any material respect any Plan that would result in or increase a liability of the Company make (or agree to make) any planbonus payment to, programany employee or agent of Seller, except in accordance with existing personnel policies or plans, or enter into any employment, severance or similar agreement with any such employee or arrangement that would be a Plan if in effect on the date hereof) other than the Company Pension Plan and other than routine amendments to Plans affecting Seller employees generally (and not solely affecting Company employees); (iv) lend, pay or contribute any funds to any of its directors, officers, employees, Affiliates or Associates (other than compensation payable in the ordinary course of business or reimbursement of fees and expenses); or (v) take action to fund or secure any payments or benefits that are payable or to be provided to Business Employees under any Plan not otherwise required by the terms of the Plan in effect on the date hereofagent; (bk) hire institute or promote settle any employees claim or independent contractorslawsuit for an amount involving in excess of $5,000 in the aggregate or involving equitable or injunctive relief; (l) file a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition any against Seller under any similar Law; (m) waive, other than such hires cancel, compromise or promotions release any rights or claims of material value, whether or not in the ordinary course of business; (i) effect any reorganization or recapitalization or (ii) split, combine, redeem, repurchase, pledge or encumber or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, the Shares; (d) issue, deliver, award, grant or sell, or authorize or propose the issuance, delivery, award, grant or sale of, any shares of any class of its capital stock, any securities convertible into or exercisable or exchangeable for any such shares, or any rights, warrants or options to acquire any such shares; (e) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any of its assets with a fair market value in excess of $250,000 (other than in the ordinary course of business); (fn) change in any of material respect its methods of accounting, except to the extent required by, or permitted in accordance with, GAAP; (g) (i) terminate or materially amend or modify or enter into any Material Contract or contract that, if accounting in effect on the date hereofBalance Sheet Date, would have been a Material Contract, (ii) terminate, amend except as required by changes in GAAP or modify any Lease, regulatory accounting principles or (iii) waive applicable Law or as disclosed in any material respect any term of, or waive any material default under, or release, settle or compromise any material claim by or against the Company or any Company Subsidiary or material liability or obligation owing notes to the Company or any Company Subsidiary under, any Material Contract or any LeaseFinancial Statements; (ho) incur any material obligation for Indebtedness, whether or not evidenced by a note, bond, debenture, guarantee or similar instrument (other than in the ordinary course of business), or enter into any material swap or other off-balance-sheet transaction for its own account (provided that, for the avoidance of doubt, the foregoing shall that is not prohibit or restrict the Company or any Company Subsidiary from terminating any interest rate swap arrangements maintained as of the date of this Agreement by the Company or any Company Subsidiary), or enter into any material economic arrangement having the economic effect of any of the foregoing, other than (i) in the ordinary course of business or (ii) Indebtedness between or among the Company and any Company Subsidiaries, or between or among Company Subsidiaries; (i) settle, agree to settle, release, waive or compromise any pending or threatened Litigation (i) involving a post-Closing payment obligation by or to the Company or any Company Subsidiary in an amount in excess of $500,000 in any single instance, (ii) in which the Company or any Company Subsidiary admits wrongdoing or misconduct or in which equitable relief is imposed, (iii) involves any admission of a criminal act or (iv) as a result of which the Business would reasonably be expected to be materially impacted or restricted; (j) permit, allow or suffer any material assets of the Company or any Company Subsidiary with a fair market value in excess of $500,000 to be subjected to any Lien other than Permitted Liens; (k) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets or securities of, or by any other manner, any material corporation, partnership, joint venture or other entity, in each case, for consideration in excess of $500,000; (l) make or authorize material capital expenditures or material commitments for capital expenditures that cause the Company or any Company Subsidiary to exceed the capital expenditure budget set forth on Section 6.2(l) of the Disclosure Letter by more than ten percent (10%) and not fail to continue to make capital expenditures in accordance with current budgets; (m) dissolve, wind-up or liquidate; (n) unless required by Law, negotiate, enter into, amend or extend any contract with a union or recognize or certify any union as the bargaining representative for any Business Employee or individual providing services to the Business; (o) hire, engage, or terminate (other than for cause) this Agreement and the employment or engagement transactions contemplated by this Agreement), including any transfer of any employee or other individual who will perform his or her services primarily for or on behalf of the Business who, in each case, will earn an annual base salary in excess of $150,000;assets; or (p) cancel commit or compromise any material debt or claim or waive or release any material right of the Company or any Company Subsidiary or any of its assets, properties, rights or interests; (q) alter in any way the manner in which the Company or any Company Subsidiary has regularly and customarily maintained its Books and Records, except as may be required by applicable Law, any Governmental Entity or professional standards of accountancy; (r) (i) make, change or rescind any material election relating to Taxes, (ii) settle or compromise any material proceeding relating to Taxes, (iii) agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of a material amount of Taxes of the Company or any Company Subsidiary, (iv) enter into any closing agreement with respect to any material amount of Tax, (v) amend any material Tax Return or abandon any claim for a material Tax refund, or (vi) change any material method of Tax accounting, exceptagree, in each casewriting or otherwise, for any such action with respect to any Tax Return reported, or Taxes payable, on a consolidated, combined, affiliated, unitary or similar basis, that does not materially impact the Company or any Company Subsidiary; (s) license, abandon, allow to let lapse or otherwise dispose of any material Intellectual Property owned by the Company or any Company Subsidiary (other than in the ordinary course of the Business or to another Company Subsidiary); or (t) agree in writing to do any of the foregoing, except as expressly contemplated by this Agreement.

Negative Covenants of Seller. From the date of this Agreement until the Closing or the earlier termination of this Agreement pursuant to Article IX hereto, Seller shall not, and shall not permit the Company or any Company Subsidiary to do any of the following, except (i) Except as required by Law, (ii) as expressly contemplated by this Agreement, (iii) as expressly contemplated set forth in Section 6.2 of the Disclosure Letter Schedule, as expressly contemplated in this Agreement or (iv) as consented to in writing by a Buyer Party (which consent, in the case of clause (a), (b), (e), (g), (k), (n), (o), (p), (q), (r), (s) and (t) consent shall not be unreasonably conditioned, withheld or delayed) (provided that none ), or any action taken by Seller with respect to itself and its Subsidiaries other than the Company and the Company Subsidiaries, Seller hereby covenants that, during the Interim Period, Seller shall cause the Company and each Company Subsidiary not to do any of the following shall be construed to restrict the right and ability of the Company or any Company Subsidiary, prior to the Closing, to take any action expressly permitted under the last sentence of Section 6.1 above):following: (a) other than as required by Law or as required pursuant to the terms of any contract or Plan as in effect on the date hereof and made available to Buyer (or pursuant to any amendment to such contract or Plan required by Law), (i) increase in any material respect the compensation payable to or to become payable to any current or former director, officer or employee of the Company’s or the Company Subsidiaries’ directors, officers or any Company Subsidiary; employees (other than pursuant to employment agreements in effect on the date of this Agreement set forth on Section 6.2(a)(i) of the Disclosure Schedule or as may be required by applicable Law), (ii) accelerate grant any material severance or termination pay to (other than pursuant to its normal severance policy as in effect on the vesting date of this Agreement), or payment of enter into any compensation material employment or benefits of severance agreement with, any current or former director, officer or employee of the Company’s or the Company Subsidiaries’ directors, officers or any Company Subsidiary; employees (other than in the ordinary course of business for non-officer employees), (iii) establish, adopt, terminate enter into or amend in any material respect any Plan that would result in or increase a liability with respect to any employee of the Company (or any plana Company Subsidiary, programexcept as may be required by applicable Law, agreement or arrangement that would be a Plan if in effect on the date hereof) other than the Company Pension Plan and other than routine amendments to Plans affecting Seller employees generally (and not solely affecting Company employees); (iv) lend, lend or pay or contribute any funds to any of its the Company’s or Company Subsidiaries’ directors, officers, employees, Affiliates officers or Associates employees (other than compensation payable in the ordinary course of business or reimbursement of fees and expenses); business) or (v) take action to fund hire or, other than for cause, terminate any officer or secure any payments or benefits that are payable or to be provided to Business Employees under any Plan not otherwise required by the terms of the Plan employee earning at least $200,000 in effect on the date hereofannual base compensation; (b) hire or promote any employees or independent contractors, other than such hires or promotions in the ordinary course of business; (i) redeem, purchase or otherwise acquire any equity securities of the Company or obligations convertible into or exchangeable for any equity securities of the Company, or (ii) effect any reorganization or recapitalization or (ii) split, combine, redeem, repurchase, pledge or encumber or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, the SharesCompany; (dc) issue, deliver, award, grant grant, pledge or sell, or authorize or propose the issuance, delivery, award, grant grant, pledge or sale of, any shares equity securities of the Company or any class of its capital stockCompany Subsidiary, any securities convertible into or exercisable or exchangeable for any such shares, equity securities or any rights, warrants or options to acquire acquire, any such sharesequity securities; (e) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any of its assets with a fair market value in excess of $250,000 (other than in the ordinary course of business); (f) change any of its methods of accounting, except to the extent required by, or permitted in accordance with, GAAP; (g) (i) terminate or materially amend or modify or enter into any Material Contract or contract that, if in effect on the date hereof, would have been a Material Contract, (ii) terminate, amend or modify any Lease, or (iii) waive in any material respect any term of, or waive any material default under, or release, settle or compromise any material claim by or against the Company or any Company Subsidiary or material liability or obligation owing to the Company or any Company Subsidiary under, any Material Contract or any Lease; (h) incur any material obligation for Indebtedness, whether or not evidenced by a note, bond, debenture, guarantee or similar instrument (other than in the ordinary course of business), or enter into any material swap or other off-balance-sheet transaction for its own account (provided that, for the avoidance of doubt, the foregoing shall not prohibit or restrict the Company or any Company Subsidiary from terminating any interest rate swap arrangements maintained as of the date of this Agreement by the Company or any Company Subsidiary), or enter into any material economic arrangement having the economic effect of any of the foregoing, other than (i) in the ordinary course of business or (ii) Indebtedness between or among the Company and any Company Subsidiaries, or between or among Company Subsidiaries; (i) settle, agree to settle, release, waive or compromise any pending or threatened Litigation (i) involving a post-Closing payment obligation by or to the Company or any Company Subsidiary in an amount in excess of $500,000 in any single instance, (ii) in which the Company or any Company Subsidiary admits wrongdoing or misconduct or in which equitable relief is imposed, (iii) involves any admission of a criminal act or (iv) as a result of which the Business would reasonably be expected to be materially impacted or restricted; (j) permit, allow or suffer any material assets of the Company or any Company Subsidiary with a fair market value in excess of $500,000 to be subjected to any Lien other than Permitted Liens; (k) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets or securities of, or by any other manner, any material corporation, partnership, joint venture or other entity, in each case, for consideration in excess of $500,000; (l) make or authorize material capital expenditures or material commitments for capital expenditures that cause the Company or any Company Subsidiary to exceed the capital expenditure budget set forth on Section 6.2(l) of the Disclosure Letter by more than ten percent (10%) and not fail to continue to make capital expenditures in accordance with current budgets; (m) dissolve, wind-up or liquidate; (n) unless required by Law, negotiate, enter into, amend or extend any contract with a union or recognize or certify any union as the bargaining representative for any Business Employee or individual providing services to the Business; (o) hire, engage, or terminate (other than for cause) the employment or engagement of any employee or other individual who will perform his or her services primarily for or on behalf of the Business who, in each case, will earn an annual base salary in excess of $150,000; (p) cancel or compromise any material debt or claim or waive or release any material right of the Company or any Company Subsidiary or any of its assets, properties, rights or interests; (q) alter in any way the manner in which the Company or any Company Subsidiary has regularly and customarily maintained its Books and Records, except as may be required by applicable Law, any Governmental Entity or professional standards of accountancy; (r) (i) make, change or rescind any material election relating to Taxes, (ii) settle or compromise any material proceeding relating to Taxes, (iii) agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of a material amount of Taxes of the Company or any Company Subsidiary, (iv) enter into any closing agreement with respect to any material amount of Tax, (v) amend any material Tax Return or abandon any claim for a material Tax refund, or (vi) change any material method of Tax accounting, except, in each case, for any such action with respect to any Tax Return reported, or Taxes payable, on a consolidated, combined, affiliated, unitary or similar basis, that does not materially impact the Company or any Company Subsidiary; (s) license, abandon, allow to let lapse or otherwise dispose of any material Intellectual Property owned by the Company or any Company Subsidiary (other than in the ordinary course of the Business or to another Company Subsidiary); or (t) agree in writing to do any of the foregoing.

Negative Covenants of Seller. From Seller covenants and agrees that, from the date of this Agreement and until the Closing or the earlier termination of date, if any, on which this Agreement is earlier terminated pursuant to Article IX heretoSection 10.1 hereof, Seller shall not, unless Purchaser otherwise agrees in writing and shall not permit the Company or any Company Subsidiary to do any of the following, except (i) as required by Law, (ii) as expressly contemplated by this Agreement, (iii) as expressly contemplated in Section 6.2 Seller shall use its commercially reasonable best efforts to cause each of the Disclosure Letter or (iv) as consented Acquired Companies to in writing by Buyer (which consent, in the case of clause (a), (b), (e), (g), (k), (n), (o), (p), (q), (r), (s) and (t) shall not be unreasonably conditioned, withheld or delayed) (provided that none of the following shall be construed to restrict the right and ability of the Company or any Company Subsidiary, prior to the Closing, to take any action expressly permitted under the last sentence of Section 6.1 above):not: (a) other than as required by Law make any loans, enter into or as required pursuant to the terms of perform any contract non-arm's length transaction with any Insider or Plan as make or grant any increase in effect on the date hereof and made available to Buyer (any Acquired Company's employee's or pursuant to any amendment to such contract or Plan required by Law), (i) increase the officer's compensation payable to or to become payable to any current or former director, officer or employee outside of the Company Ordinary Course of Business or make or grant any Company Subsidiary; (ii) accelerate the vesting increase in any employee benefit plan, incentive arrangement or payment of other benefit covering any compensation or benefits of any current or former director, officer or employee of the Company or any Company Subsidiary; (iii) establish, adopt, terminate or amend in any material respect any Plan that would result in or increase a liability employees of the Company (or any plan, program, agreement or arrangement that would be a Plan if in effect on the date hereof) other than the Company Pension Plan and other than routine amendments to Plans affecting Seller employees generally (and not solely affecting Company employees); (iv) lend, pay or contribute any funds to any of its directors, officers, employees, Affiliates or Associates (other than compensation payable in the ordinary course of business or reimbursement of fees and expenses); or (v) take action to fund or secure any payments or benefits that are payable or to be provided to Business Employees under any Plan not otherwise required by the terms Acquired Companies outside of the Plan in effect on the date hereofOrdinary Course of Business; (b) hire except as specifically contemplated by this Agreement, enter into any Contract or promote any employees or independent contractorstransaction, other than such hires or promotions in the ordinary course Ordinary Course of businessBusiness and at arm's length, with unaffiliated Persons; (ic) effect cause any reorganization properties, assets, rights or recapitalization interests related primarily to the Acquired Companies prior to the date hereof to become primarily used by or primarily related to Seller or any Subsidiary of Seller (ii) splitexcluding the Acquired Companies), combineunless effected pursuant to an arm's length Contract, redeem, repurchase, pledge or encumber or reclassify any subject to the prior written consent of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, the SharesPurchaser (which consent shall not be unreasonably withheld); (d) declare or pay any dividends, issue, deliver, award, grant purchase or sell, or authorize or propose the issuance, delivery, award, grant or sale of, redeem any shares of its Capital Stock or any class of its capital stock, any convertible securities convertible into or exercisable or exchangeable for any such sharesof its Capital Stock, or make any rightsother distributions to its shareholders, warrants or options to acquire any such sharesin each case, other than in the Ordinary Course of Business; (e) sellgrant any options or other rights to purchase or obtain (including upon conversion, lease, exchange, mortgage, pledge, transfer exchange or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, exercise) any of its assets with a fair market value in excess of $250,000 (other than in the ordinary course of business)Capital Stock; (f) change incur, assume or guaranty any Indebtedness or any other liabilities outside the Ordinary Course of its methods of accounting, except to the extent required by, or permitted in accordance with, GAAP;Business; or (g) (i) terminate or materially amend or modify or enter into any Material Contract or contract that, if in effect on the date hereof, would have been a Material Contract, (ii) terminate, amend or modify any Lease, or (iii) waive in any material respect any term of, or waive any material default under, or release, settle or compromise any material claim by or against the Company or any Company Subsidiary or material liability or obligation owing to the Company or any Company Subsidiary under, any Material Contract or any Lease; (h) incur any material obligation for Indebtedness, whether or not evidenced by a note, bond, debenture, guarantee or similar instrument (other than in the ordinary course of business), or enter into any material swap or other off-balance-sheet transaction for its own account (provided that, for the avoidance of doubt, the foregoing shall not prohibit or restrict the Company or any Company Subsidiary from terminating any interest rate swap arrangements maintained as of the date of this Agreement by the Company or any Company Subsidiary), or enter into any material economic arrangement having the economic effect organizational documents of any of the foregoing, other than (i) in the ordinary course of business or (ii) Indebtedness between or among the Company and any Company Subsidiaries, or between or among Company Subsidiaries; (i) settle, agree to settle, release, waive or compromise any pending or threatened Litigation (i) involving a post-Closing payment obligation by or to the Company or any Company Subsidiary in an amount in excess of $500,000 in any single instance, (ii) in which the Company or any Company Subsidiary admits wrongdoing or misconduct or in which equitable relief is imposed, (iii) involves any admission of a criminal act or (iv) as a result of which the Business would reasonably be expected to be materially impacted or restricted; (j) permit, allow or suffer any material assets of the Company or any Company Subsidiary with a fair market value in excess of $500,000 to be subjected to any Lien other than Permitted Liens; (k) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets or securities of, or by any other manner, any material corporation, partnership, joint venture or other entity, in each case, for consideration in excess of $500,000; (l) make or authorize material capital expenditures or material commitments for capital expenditures that cause the Company or any Company Subsidiary to exceed the capital expenditure budget set forth on Section 6.2(l) of the Disclosure Letter by more than ten percent (10%) and not fail to continue to make capital expenditures in accordance with current budgets; (m) dissolve, wind-up or liquidate; (n) unless required by Law, negotiate, enter into, amend or extend any contract with a union or recognize or certify any union as the bargaining representative for any Business Employee or individual providing services to the Business; (o) hire, engage, or terminate (other than for cause) the employment or engagement of any employee or other individual who will perform his or her services primarily for or on behalf of the Business who, in each case, will earn an annual base salary in excess of $150,000; (p) cancel or compromise any material debt or claim or waive or release any material right of the Company or any Company Subsidiary or any of its assets, properties, rights or interests; (q) alter in any way the manner in which the Company or any Company Subsidiary has regularly and customarily maintained its Books and Records, except as may be required by applicable Law, any Governmental Entity or professional standards of accountancy; (r) (i) make, change or rescind any material election relating to Taxes, (ii) settle or compromise any material proceeding relating to Taxes, (iii) agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of a material amount of Taxes of the Company or any Company Subsidiary, (iv) enter into any closing agreement with respect to any material amount of Tax, (v) amend any material Tax Return or abandon any claim for a material Tax refund, or (vi) change any material method of Tax accounting, except, in each case, for any such action with respect to any Tax Return reported, or Taxes payable, on a consolidated, combined, affiliated, unitary or similar basis, that does not materially impact the Company or any Company Subsidiary; (s) license, abandon, allow to let lapse or otherwise dispose of any material Intellectual Property owned by the Company or any Company Subsidiary (other than in the ordinary course of the Business or to another Company Subsidiary); or (t) agree in writing to do any of the foregoingAcquired Companies.

Negative Covenants of Seller. From the date of this Agreement until the Closing or the earlier termination of this Agreement pursuant to Article IX hereto, Seller shall not, and shall not permit the Company or any Company Subsidiary to do any of the followinghereby covenants that, except as (i) as required prohibited by Law, (ii) as expressly contemplated by this Agreement, (iii) as expressly contemplated Agreement or in Section 6.2 of the Disclosure Letter or (iviii) as consented to in writing by Buyer (which consent, in the case of clause (a), (b), (e), (g), (k), (n), (o), (p), (q), (r), (s) and (t) consent shall not be unreasonably conditioned, withheld or delayed) ), from the date of this Agreement until the Effective Time, Seller shall cause the Company and the Company Subsidiaries not to do any of the following (provided that none of the following shall be construed to restrict the right and ability of Seller, the Company or any and the Company SubsidiarySubsidiaries, prior to the Closing, to take any action expressly permitted under the last sentence of Section 6.1 above): (a) other than as required by Law or as required pursuant to the terms of any contract or Plan as in effect on the date hereof and made available to Buyer (or pursuant to any amendment to such contract or Plan required by Law), (i) increase in any material respect the compensation payable to or to become payable to any current of its directors, officers or former employees (other than pursuant to employment agreements in effect on the date of this Agreement or in the ordinary course of business); (ii) grant any material severance to (other than pursuant to its normal severance policy as in effect on the date of this Agreement), or enter into any material employment or severance agreement with, any director, officer or employee of the Company or any Company Subsidiary; (ii) accelerate the vesting or payment of any compensation or benefits of any current or former director, officer or employee of the Company or any Company Subsidiaryemployee; (iii) establish, adopt, terminate enter into or amend in any material respect any Plan that would result in Plan, except as may be required by applicable Law; or increase a liability of the Company (or any plan, program, agreement or arrangement that would be a Plan if in effect on the date hereof) other than the Company Pension Plan and other than routine amendments to Plans affecting Seller employees generally (and not solely affecting Company employees); (iv) lend, pay or contribute any funds to any of its directors, officers, employees, Affiliates or Associates (other than compensation payable in the ordinary course of business or business, reimbursement of fees and expenses, and payments contemplated in Section 6.8(c); or (v) take action to fund or secure any payments or benefits that are payable or to be provided to Business Employees under any Plan not otherwise required by the terms of the Plan in effect on the date hereof); (b) hire or promote any employees or independent contractors, other than such hires or promotions in the ordinary course of business; (c) (i) redeem, purchase or otherwise acquire any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock, or any options, warrants or conversion or other rights to acquire any shares of its capital stock or any such securities or obligations; (ii) effect any reorganization or recapitalization recapitalization; or (iiiii) split, combine, redeem, repurchase, pledge or encumber combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, of or in substitution for, the Sharesshares of its capital stock; (d) issue, deliver, award, grant or sell, or authorize or propose the issuance, delivery, award, grant or sale of, any shares of any class of its capital stock, any securities convertible into or exercisable or exchangeable for any such shares, shares or any rights, warrants or options to acquire acquire, any such shares; (e) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, in each case other than to an Affiliate, any of its assets with a fair market value in excess of $250,000 200,000 per location or $600,000 in the aggregate (other than in the ordinary course of business); (f) (i) change any of its methods of accounting, except to the extent required by, or permitted in accordance with, GAAP; (g) (i) terminate or materially amend or modify or enter into any Material Contract or contract that, if accounting in effect on the date hereofat December 31, would have been a Material Contract2009, (ii) terminatechange or rescind any express or deemed material election relating to Taxes, (iii) amend or modify any Leasematerial Tax Returns in any material respect, or (iiiiv) waive in any material respect any term of, or waive any material default under, or release, settle or compromise any material claim by Litigation, Audit or against the Company or any Company Subsidiary or material liability or obligation owing controversy relating to the Company or any Company Subsidiary under, any Material Contract or any LeaseTaxes; (hg) incur any material obligation for Indebtednessborrowed money or purchase money indebtedness, whether or not evidenced by a note, bond, debenture, guarantee or similar instrument (other than in the ordinary course of business), which shall include, for the avoidance of doubt, any draw-down of, or borrowings under, any revolving credit facility maintained as of the date of this Agreement by the Company or the Company Subsidiaries) or enter into any material swap or other off-balance-sheet transaction for its own account (provided thatprovided, for the avoidance of doubt, that the foregoing shall not prohibit or restrict the Company or any the Company Subsidiary Subsidiaries from terminating any interest rate swap arrangements maintained as of the date of this Agreement by the Company or any the Company SubsidiarySubsidiaries), or enter into any material economic arrangement having the economic effect of any of the foregoing, other than (i) in the ordinary course of business business; (h) fail to file any material Tax Return when due taking into account any available extension (or (ii) Indebtedness between or among the Company and alternatively, fail to file for any Company Subsidiaries, or between or among Company Subsidiariesavailable extension); (i) settle, agree to settle, release, waive settle or compromise any pending or threatened Litigation (iother than Litigation relating to Taxes (which are subject to clause (f) involving a post-Closing payment obligation by or to the Company or any Company Subsidiary above)) in an amount in excess of $500,000 1 million, except in any single instance, (ii) in which the Company or any Company Subsidiary admits wrongdoing or misconduct or in which equitable relief is imposed, (iii) involves any admission ordinary course of a criminal act or (iv) as a result of which the Business would reasonably be expected to be materially impacted or restrictedbusiness; (ji) permit, allow or suffer any material of its assets of the Company or any Company Subsidiary with a fair market value in excess of $500,000 600,000 to be subjected to any Lien other than Permitted Liens; or (ii) other than in the ordinary course of business, acquire any properties, assets or rights in an amount in excess of $200,000 individually or $1 million in the aggregate; (k) enter into, adopt, amend or terminate any collective bargaining agreement other than in the ordinary course of business; (l) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets or securities of, or by any other manner, any material corporation, partnership, joint venture or other entity, in each case, ; (m) make or authorize any material capital expenditures (including information systems) or material commitment for consideration capital expenditures in excess of $500,000200,000 per location or $600,000 in the aggregate; (ln) make or authorize material capital expenditures or material commitments for capital expenditures that cause permit the Company or any Company Subsidiary to exceed the capital expenditure budget set forth on Section 6.2(l) of the Disclosure Letter by more than ten percent (10%) and not fail to continue to make capital expenditures in accordance with current budgets; (m) dissolve, wind-up or liquidate; (n) unless required by Law, negotiate, enter into, amend or extend any contract with a union or recognize or certify any union as the bargaining representative for any Business Employee or individual providing services to the Business; (o) hire, engage, or terminate (other than for cause) enter into any Material Contract outside the employment or engagement ordinary course of any employee or other individual who will perform his or her services primarily for or on behalf of the Business who, in each case, will earn an annual base salary in excess of $150,000business; (p) cancel enter into any agreement, commitment or compromise transaction with respect to taking any material debt or claim or waive or release any material right of the Company or any Company Subsidiary or any of its assets, properties, rights or interests;foregoing actions; or (q) alter in any way the manner in which the Company or any Company Subsidiary has regularly and customarily maintained its Books and Records, except as may be required by applicable Law, any Governmental Entity or professional standards of accountancy; (r) (i) make, change or rescind any material election relating to Taxes, (ii) settle or compromise any material proceeding relating to Taxes, (iii) agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of a material amount of Taxes of the Company or any Company Subsidiary, (iv) enter into any closing agreement with respect to any material amount of Tax, (v) amend any material Tax Return or abandon any claim for a material Tax refund, or (vi) change any material method of Tax accounting, except, in each case, for any such action with respect to any Tax Return reported, or Taxes payable, on a consolidated, combined, affiliated, unitary or similar basis, that does not materially impact the Company or any Company Subsidiary; (s) license, abandon, allow to let lapse or otherwise dispose of any material Intellectual Property owned by the Company or any Company Subsidiary (other than in the ordinary course of the Business or to another Company Subsidiary); or (t) agree in writing or otherwise to do any of the foregoing.

Negative Covenants of Seller. From During the date period commencing on the Effective Date and ending on the earlier of this Agreement until the Closing Effective Time or the earlier termination of this Agreement pursuant to Article IX heretoAgreement, Seller shall not, and shall not cause or permit the Company or any Company Subsidiary to do any of the followingto, except (i) as may be required by Law, (ii) this Agreement or applicable Law or as expressly contemplated by this Agreement, (iii) as expressly contemplated in Section 6.2 of the Disclosure Letter or (iv) as otherwise consented to or approved by an authorized officer of Purchaser in writing by Buyer (which consent, in the case of clause (a), (b), (e), (g), (k), (n), (o), (p), (q), (r), (s) and (t) shall not be unreasonably conditioned, withheld or delayed) (provided that none of the following shall be construed to restrict the right and ability of the Company or any Company Subsidiary, prior to the Closing, to take any action expressly permitted under the last sentence of Section 6.1 above):writing: (a) other than as required by Law or as required pursuant adopt any amendments to the terms Company’s Articles of any contract Incorporation or Plan as in effect on the date hereof and made available to Buyer (or pursuant to any amendment to such contract or Plan required by Law), (i) increase the compensation payable to or to become payable to any current or former director, officer or employee of the Company or any Company Subsidiary; (ii) accelerate the vesting or payment of any compensation or benefits of any current or former director, officer or employee of the Company or any Company Subsidiary; (iii) establish, adopt, terminate or amend in any material respect any Plan that would result in or increase a liability of the Company (or any plan, program, agreement or arrangement that would be a Plan if in effect on the date hereof) other than the Company Pension Plan and other than routine amendments to Plans affecting Seller employees generally (and not solely affecting Company employees); (iv) lend, pay or contribute any funds to any of its directors, officers, employees, Affiliates or Associates (other than compensation payable in the ordinary course of business or reimbursement of fees and expenses); or (v) take action to fund or secure any payments or benefits that are payable or to be provided to Business Employees under any Plan not otherwise required by the terms of the Plan in effect on the date hereofBylaws; (b) materially amend, terminate, fail to renew, or enter into any Material Agreement or any Governmental Authorization; (c) except in the Ordinary Course of Business, terminate any employee, officer, consultant, or agent, or hire or promote retain any employees new employee, officer, consultant or independent contractorsagent, or defer, modify or increase compensation payable or to become payable or make any bonus payment to, or otherwise enter into one or more bonus agreements or arrangements with, any employee, officer, consultant, or agent, other than such hires customary compensation arrangements, increased compensation or promotions bonus payments based on merit made in the ordinary course Ordinary Course of business; (i) effect any reorganization or recapitalization or (ii) split, combine, redeem, repurchase, pledge or encumber or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, the SharesBusiness; (d) issue, deliver, award, grant or sell, or authorize or propose allow transactions between the issuance, delivery, award, grant or sale of, any shares of any class of Company and its capital stock, any securities convertible Affiliates entered into or exercisable or exchangeable for any such shares, or any rights, warrants or options after the Effective Date to acquire any such sharestake place other than on arm’s length terms; (e) sellincur any indebtedness for borrowed money having a principal balance of $50,000 or more, leaseor assume, exchangeguarantee, mortgage, pledge, transfer endorse or otherwise dispose ofbecome responsible for obligations of any other Person (including an Affiliate), or agree make loans or advances to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any of its assets with a fair market value in excess of $250,000 Person (other than advances to employees made in the ordinary course Ordinary Course of businessBusiness); (f) change any of its methods of accountingdeclare, except set aside or pay dividends and other distributions to the extent required by, or permitted in accordance with, GAAPSeller; (g) (i) terminate or materially amend or modify or enter into any Material Contract or contract that, if fail to comply in effect on the date hereof, would have been a Material Contract, (ii) terminate, amend or modify any Lease, or (iii) waive in any all material respect any term of, or waive any material default under, or release, settle or compromise any material claim by or against the Company or any Company Subsidiary or material liability or obligation owing respects with applicable Laws and Orders applicable to the Company or any Company Subsidiary under, any Material Contract or any LeaseCompany; (h) incur take or fail to take any material obligation for Indebtedness, whether or not evidenced by a note, bond, debenture, guarantee or similar instrument (other than action that is reasonably likely to result in the ordinary course of business)breach, default, termination or enter into cancellation of, any material swap or other off-balance-sheet transaction for its own account (provided that, for the avoidance of doubt, the foregoing shall not prohibit or restrict the Company or any Company Subsidiary from terminating any interest rate swap arrangements maintained as of the date of this Agreement by the Company or any Company Subsidiary), or enter into any material economic arrangement having the economic effect of any of the foregoing, other than (i) in the ordinary course of business or (ii) Indebtedness between or among the Company and any Company Subsidiaries, or between or among Company SubsidiariesMaterial Agreement; (i) settletransfer, agree issue or dispose of any shares of capital stock or other securities of the Company, or grant options, warrants, calls or other rights to settlepurchase or otherwise acquire, releasedirectly or indirectly, waive any shares of capital stock or compromise any pending or threatened Litigation (i) involving a post-Closing payment obligation by or to other securities of the Company or any Company Subsidiary in an amount in excess of $500,000 in any single instance, (ii) in which the Company or any Company Subsidiary admits wrongdoing or misconduct or in which equitable relief is imposed, (iii) involves any admission of a criminal act or (iv) as a result of which the Business would reasonably be expected to be materially impacted or restrictedCompany; (j) permitacquire (whether by purchase or lease), allow sell, assign, lease, or suffer otherwise transfer or dispose of any material of the assets of the Company Company, except in the Ordinary Course of Business; (k) suffer any Lien or other restriction on the Shares or any of the material assets or properties used by the Company Subsidiary with a fair market value in excess of $500,000 to be subjected to any Lien other than the Business, except for Permitted Liens; (kl) acquire adopt, cease participation in, terminate or amend a Seller Plan, except for the amendment to the Seller’s Omnibus Equity Compensation Plan anticipated to be voted upon at the Seller’s 2008 Annual Meeting of Shareholders and any amendments to a Seller Plan that may be necessitated by merging or consolidating with, or by purchasing a substantial portion section 409A of the assets or securities of, or by any other manner, any material corporation, partnership, joint venture or other entity, in each case, for consideration in excess of $500,000; (l) make or authorize material capital expenditures or material commitments for capital expenditures that cause the Company or any Company Subsidiary to exceed the capital expenditure budget set forth on Section 6.2(l) of the Disclosure Letter by more than ten percent (10%) and not fail to continue to make capital expenditures in accordance with current budgetsInternal Revenue Code; (m) dissolve, wind-up or liquidate; (n) unless required by Law, negotiate, enter into, amend or extend any contract with a union or recognize or certify any union as the bargaining representative for any Business Employee or individual providing services to the Business; (o) hire, engage, or terminate (other than for cause) in the employment Ordinary Course of Business or engagement of any employee or other individual who will perform his or her services primarily for or as set forth on behalf of the Business whoSchedule 5.3(m), in each case, will earn an annual base salary in excess of $150,000; (p) cancel or compromise any material debt or claim or waive or release any material right right; (n) acquire or agree to acquire, the securities of any other Person other than investment securities acquired in the Company Ordinary Course of Business; (o) make a change to any significant business policies relating to marketing, pricing, underwriting, billing, collection, enrollment functions, reserves, claims administration, claims processing and claims payment, payment of trade debts or purchasing, except changes in the Ordinary Course of Business, administrative changes involving de minimis cost, or changes required by applicable Laws; (p) make any Company Subsidiary capital expenditure or any financing in excess of its assets, properties, rights $50,000 individually or interests$150,000 in the aggregate; (q) alter effect any recapitalization, reclassification or like change in any way the manner in which capitalization of the Company or any Company Subsidiary has regularly and customarily maintained its Books and Records, except as may be required by applicable Law, any Governmental Entity or professional standards of accountancyCompany; (r) (i) makecompromise or settle any Proceeding other than in a commercially reasonable manner the effect of which, change alone or rescind together with other compromises or settlements, would be materially adverse to any material election relating to Taxes, (ii) settle or compromise any material proceeding relating to Taxes, (iii) agree to an extension or waiver Governmental Authorization of the statute of limitations Company, any Contract with respect to CMS, or the assessment Business or determination of a material amount of Taxes operations of the Company or any Company Subsidiary, (iv) enter into any closing agreement with respect to any material amount of Tax, (v) amend any material Tax Return or abandon any claim for a material Tax refund, or (vi) change any material method of Tax accounting, except, in each case, for any such action with respect to any Tax Return reported, or Taxes payable, on a consolidated, combined, affiliated, unitary or similar basis, that does not materially impact after the Company or any Company Subsidiary;Effective Time; or (s) license, abandon, allow commit to let lapse do or otherwise dispose of any material Intellectual Property owned by the Company or any Company Subsidiary (other than in the ordinary course of the Business or to another Company Subsidiary); or (t) agree in writing omit to do any of the foregoing.