Common use of No Extraordinary Actions by the Sellers Clause in Contracts

No Extraordinary Actions by the Sellers. In each case except as disclosed on Section 9.4 of the Seller Disclosure Letter, or consented to or approved in writing by the Buyer (which consent or approval shall not be unreasonably withheld, conditioned, or delayed), or contemplated by this Agreement or the Related Documents from the date hereof until the Closing, the Sellers shall: (a) cause the Companies and their respective Subsidiaries to conduct their respective businesses in the ordinary course and in accordance, in all material respects, with their respective past policies and procedures; (b) not amend or otherwise change the Certificate of Incorporation or bylaws or other organizational documents of either Company or any of its Subsidiaries; (c) not permit either Company or any of its Subsidiaries to admit, or undertake to admit, any new stockholders, nor issue or sell any stock or other securities of either Company or any of its Subsidiaries or any options, warrants or rights to acquire any such stock or other securities or repurchase or redeem any stock or other securities of either Company; (d) not split, combine or reclassify any shares of either Company’s or any Subsidiary’s capital stock; or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of such capital stock; (e) cause the Companies and each of their respective Subsidiaries not to take any action with respect to, or make any material change in its accounting or Tax policies or procedures, except as may be required by changes in generally accepted accounting principles upon the advice of its independent accountants or as required by the Securities and Exchange Commission (the “SEC”) or any securities exchange; (f) cause the Companies and their respective Subsidiaries not to make or revoke any material Tax election or settle or compromise any material Tax liability, or amend any material Tax Return; (g) comply with and not take any action or fail to take any action which would constitute a material breach or default under any of (i) the Certificate of Incorporation or bylaws or other organizational documents of either Company or any of its Subsidiaries, (ii) any Real Property Lease, (iii) any other material Lease, or (iv) any other Material Contract and/or any material judgment, order or other writing with the force of Law; (h) not dispose of, pledge, hypothecate, encumber, transfer or assign any of the Stock or the equity securities of any Subsidiary of either Company, nor any material assets of either Company or any of its Subsidiaries; (i) cause the Companies and their respective Subsidiaries not to acquire, lease or license any assets or property, other than purchases of assets in the ordinary course of business, or merge or consolidate with any entity; (j) not take any action or omit to take any action for the purpose of directly or indirectly preventing, materially delaying or materially impeding the consummation of the transactions contemplated by this Agreement; (k) maintain in full force and effect the casualty insurance policies currently in effect with respect to the Real Property and all other Insurance Policies, and shall deliver to the Buyer, upon request, reasonable evidence of same in the form of certificates of such insurance; (l) not terminate, amend or modify any Real Property Lease, material Lease, or any other Material Contract, nor enter into any new or additional Material Contracts of any type, nature or description, except in the ordinary course of business and in accordance with past practice; (m) not undertake any material capital improvement projects nor make any material additions, improvements or renovations to existing facilities and/or equipment; (n) not institute or settle, except for settlements which do not exceed $100,000 in the aggregate or are claims which are fully covered by insurance, except for applicable self-insured retentions under existing insurance policies, any Litigation; (o) not create, incur or assume any short-term Indebtedness (including obligations in respect of capital leases) on behalf of either Company or any Subsidiary, other than in the ordinary course of business, or create, incur or assume any long-term Indebtedness, and not assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, or make any loans, advances or capital contributions to, or investments in, any other Person; (p) not enter into, adopt or amend in any respect any Company Plan or (except for annual adjustments in the ordinary course of business consistent with past practice) increase in any material respect the compensation or benefits of, or modify the employment terms of, its directors, officers or employees, generally or individually, or pay or promise to pay any bonus or benefit to its directors, officers or employees (except as required by the Company Plans in accordance with their terms immediately prior to the execution of this Agreement) or hire any new officers, or, except in the ordinary course of business, any new employees, nor terminate the employment of or reassign any employees other than non-officer employees in the ordinary course of business consistent with past practice; (q) not increase the compensation or benefits payable under any existing employment, severance or termination policies or agreements, or enter into any employment, deferred compensation, severance or other similar agreement (or amend any such existing agreement) with any director, officer or employee of either Company or any Subsidiary (except as required by applicable Law), except for anniversary date adjustments for at-will employees. (r) not enter into any collective bargaining agreement or similar labor agreement, or renew, extend or renegotiate any existing collective bargaining agreement or similar labor agreement; and (s) not agree to do anything prohibited by this Section 9.4.

No Extraordinary Actions by the Sellers. In each case except as (x) disclosed on Section Schedule 9.4 of the Seller Disclosure LetterSchedule, or work identified on and payment of associated amounts under the Company’s 2007 summer capital program which is set forth on Schedule 9.4 of the Seller Disclosure Schedule, or consented to or approved in writing by the Buyer Parent (which consent or approval shall not be unreasonably withheld, conditioned, or delayed), or (y) contemplated by this Agreement or the Related Documents from the date hereof until the ClosingClosing (including the Subsidiary Transfer), the Sellers shall: (a) cause the Companies and their respective Subsidiaries Company to conduct their respective businesses its business in the ordinary course and in accordance, in all material respects, with their respective the business plan, the capital improvement program previously furnished to the Parent, and its past policies and procedures; (b) not amend or otherwise change the Certificate Articles of Incorporation or bylaws or other organizational documents by-laws of either Company or any of its Subsidiariesthe Company; (c) not permit either the Company or any of its Subsidiaries to admit, or undertake to admit, any new stockholders, nor issue or sell any stock or other securities of either Company or any of its Subsidiaries or any options, warrants or rights to acquire any such stock or other securities or repurchase or redeem any stock or other securities of either Company; (d) not split, combine or reclassify any shares of either Company’s or any Subsidiary’s capital stock; or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of such capital stock; (e) cause the Companies and each of their respective Subsidiaries Company not to take any action with respect to, or make any material change in its accounting or Tax policies or procedures, except as may be required by changes in generally accepted accounting principles upon the advice of its independent accountants or as required by the Securities and Exchange Commission (the “SEC”) SEC or any securities exchange; (fe) cause the Companies and their respective Subsidiaries Company not to make or revoke any material Tax election or settle or compromise any material Tax liability, or amend any material Tax Return; (gf) comply with and not take any action or fail to take any action which would constitute a material breach or default under any of (i) the Certificate Articles of Incorporation or bylaws or other organizational documents by-laws of either Company or any of its Subsidiariesthe Company, (ii) any Real Property Lease, (iii) any other material Lease, or (iv) the A&R SPA Development Agreement, (v) the A&R Colony Development Agreement, (vi) any other Material Contract Contract, and/or any material judgment, order or other writing with the force of Law; (hg) not dispose of, pledge, hypothecate, encumber, transfer or assign any of the Stock or the equity securities of any Subsidiary of either Company, nor any material assets of either Company or any of its Subsidiariesthe Company; (i) cause the Companies and their respective Subsidiaries not to acquire, lease or license any assets or property, other than purchases of assets in the ordinary course of business, or merge or consolidate with any entity; (jh) not take any action or omit to take any action for the purpose of directly or indirectly preventing, materially delaying or materially impeding the consummation of the transactions contemplated by this Agreement; (ki) maintain in full force and effect the casualty insurance policies currently in effect with respect to the Real Property and all other Insurance PoliciesProperty, and shall deliver to the BuyerParent, upon request, reasonable evidence of same in the form of certificates of such insurance; (lj) not terminate, amend or modify any Real Property Lease, material Lease, the SPA Development Agreement, any plats or development plans, the A&R Colony Development Agreement or any other Material material Contract, nor enter into any new or additional Material Contracts of any type, nature or description, description except in the ordinary course of business and in accordance accordance, in all material respects, with past practice; (mk) not enter into any capital leases, except the Capital Leases; and (l) not undertake any material capital improvement projects nor make any material additions, improvements or renovations to existing facilities and/or equipment; equipment except that prior to Closing, Seller may make maintenance capital expenditures and continue, with commercially reasonable diligence, to prosecute the following capital improvements to the extent contractually committed to do so as of the date hereof (ni) not institute the development of the golf course, (ii) the installation and construction of Frostwood Boulevard and the Lower Village Private and Public Roads, (iii) the installation and construction of the High Mountain Road, (iv) the installation of the Dreamcatcher Lift and associated trails, and (v) Capital Expenditures made by the Sellers from the date of this Agreement through the Closing Date as specified on Schedule 2.1(b) of the Seller Disclosure Schedule or settleotherwise approved in writing by the Buyer , except for settlements together with (a) capital improvements or capital repairs required by any Law enacted after the date hereof or (b) capital improvements or capital repairs which do not exceed $100,000 may be required in the aggregate or are claims which are fully covered by insuranceevent of an emergency to preserve the property (the work described in this subsection, except for applicable self-insured retentions under existing insurance policies, any Litigation; “required work”) without (o) not create, incur or assume any short-term Indebtedness (including obligations in respect of capital leases) on behalf of either Company or any Subsidiary, other than in the ordinary course case of business, or create, incur or assume any long-term Indebtedness, and not assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwisea) for the obligations of any other Person, or make any loans, advances or capital contributions to, or investments in, any other Person; (p) not enter into, adopt or amend in any respect any Company Plan or (except for annual adjustments in the ordinary course of business consistent with past practice) increase in any material respect the compensation or benefits of, or modify the employment terms of, its directors, officers or employees, generally or individually, or pay or promise to pay any bonus or benefit to its directors, officers or employees (except as required by the Company Plans in accordance with their terms immediately prior to the execution of this Agreement) or hire any new officers, or, except in the ordinary course of business, any new employees, nor terminate the employment of or reassign any employees other than non-officer employees in the ordinary course of business consistent with past practice; (q) not increase the compensation or benefits payable under any existing employment, severance or termination policies or agreements, or enter into any employment, deferred compensation, severance or other similar agreement (or amend any such existing agreement) with any director, officer or employee of either Company or any Subsidiary (except as required by applicable Law), except for anniversary date adjustments for at-will employees. (r) not enter into any collective bargaining agreement or similar labor agreement, or renew, extend or renegotiate any existing collective bargaining agreement or similar labor agreement; and (sb) not agree only) the Parent’s prior approval. In the event that Seller deems it necessary to do anything prohibited perform a required work, Seller shall use commercially reasonable efforts to notify the Parent of such required work as soon as practicable. In the event Seller performs any required work, then the cost of such required work shall be reimbursed by this Section 9.4Buyer at its sole cost and expense.

No Extraordinary Actions by the Sellers. In each case except as disclosed on Section 9.4 of the Seller Disclosure LetterSchedule 5.5, or consented to or approved in writing by the Buyer (which consent or approval shall not be unreasonably withheld, conditioned, or delayed)Buyer, or contemplated by this Agreement or the Related Documents from the date hereof until the Closing, the Sellers shall: (a) cause the Acquired Companies and their respective Subsidiaries to conduct their respective businesses in the ordinary course Ordinary Course of Business and in accordance, in all material respects, with their respective past policies and procedures;procedures and specifically shall not: (b) not amend or otherwise change the Certificate Certificates of Incorporation or bylaws or other organizational documents of either Company or any of its Subsidiariesthe Acquired Companies; (c) not permit either Company or any of its Subsidiaries the Acquired Companies to admit, or undertake to admit, any new stockholders, nor or issue or sell any stock or other securities of either Company or any of its Subsidiaries the Acquired Companies or any options, warrants or rights to acquire any such stock or other securities or repurchase or redeem any stock or other securities of either any Acquired Company; (d) not split, combine or reclassify any shares of either Company’s or any Subsidiary’s capital stock; or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of such the Acquired Companies’ capital stock; (e) cause the Acquired Companies and each of their respective Subsidiaries not to take any action with respect to, or make any material change in in, its accounting or Tax policies or procedures, except as may be required by changes in generally accepted accounting principles upon the advice of its independent accountants or as required by the Securities and Exchange Commission (the “SEC”) or any securities exchangeaccountants; (f) cause the Acquired Companies and their respective Subsidiaries not to make or revoke any material Tax election or settle or compromise any material Tax liability, or amend any material Tax Return, provided that the Acquired Companies shall be permitted to make an election to close their books as of the date of closing pursuant to Section 1377(a)(2) of the Code; (g) comply with and not take any action or fail to take any action which would constitute a material breach or default under any of of: (i) the Certificate Certificates of Incorporation or bylaws or other organizational documents of either Company or any of its Subsidiariesthe Acquired Companies, (ii) any Real Property Lease, (iii) any other material Lease, or (iv) any other Material Contract and/or any material judgment, order or other writing with the force of Law; (h) not dispose of, pledge, hypothecate, encumber, transfer or assign any of the Stock or the equity securities of any Subsidiary of either Companythe Acquired Companies, nor or any material assets of either Company the Acquired Companies except for the Excluded Assets or any in the Ordinary Course of its SubsidiariesBusiness; (i) cause the Acquired Companies and their respective Subsidiaries not to acquire, lease or license any assets or property, other than purchases of assets in the ordinary course Ordinary Course of businessBusiness, or merge or consolidate with any entity; (j) not take any action or omit to take any action for the purpose of directly or indirectly preventing, materially delaying or materially impeding the consummation of the transactions contemplated by this Agreement; (k) maintain in full force and effect the casualty insurance policies currently in effect with respect to the Real Property and all other Insurance Policies, and shall deliver to the Buyer, upon request, reasonable evidence of same in the form of certificates of such insurance; (lk) not terminate, amend or modify any Real Property Lease, material Lease, or any other Material Contract, nor or enter into any new or additional Material Contracts of any type, nature or description, except in the ordinary course Ordinary Course of business and in accordance with past practiceBusiness; (ml) not undertake any material capital improvement projects nor or make any material additions, improvements or renovations to existing facilities and/or equipment; (nm) not institute or settle, except for settlements which do not exceed $100,000 25,000 in the aggregate or are claims which are fully covered by insurance, except for applicable self-insured retentions under existing insurance policies, any Litigation; (on) not create, incur or assume any short-term Indebtedness (Indebtedness, including obligations in respect of capital leases) , on behalf of either Company or any Subsidiarythe Acquired Companies, other than in the ordinary course Ordinary Course of businessBusiness, or create, incur or assume any long-term Indebtedness, and not assume, guarantee, endorse or otherwise become liable or responsible (responsible, whether directly, contingently or otherwise) , for the obligations of any other Person, or make any loans, advances or capital contributions to, or investments in, any other Person; (po) not enter into, adopt or amend in any respect any Company Plan or (or, except for annual adjustments in the ordinary course Ordinary Course of business Business consistent with past practice) , increase in any material respect the compensation or benefits of, or modify the employment terms of, its directors, officers or employees, generally or individually, or pay or promise to pay any bonus or benefit to its directors, officers or employees (employees, except as required by the Company Plans in accordance with their terms immediately prior to the execution of this Agreement) , or hire any new officers, or, except in the ordinary course Ordinary Course of business, any new employees, nor terminate the employment of or reassign any employees other than non-officer employees in the ordinary course of business consistent with past practiceBusiness; (qp) except as required by applicable Law, not increase the compensation or benefits payable under any existing employment, severance or termination policies or agreements, or enter into any employment, deferred compensation, severance or other similar agreement (agreement, or amend any such existing agreement) , with any director, officer or employee of either Company or any Subsidiary (except as required by applicable Law)Acquired Company, except for anniversary date or annual adjustments for at-will employees.; (rq) not enter into any collective bargaining agreement or similar labor agreement, or renew, extend or renegotiate any existing collective bargaining agreement or similar labor agreement; (r) pay all Transaction Payments in full; and and (s) not agree to do anything prohibited by this Section 9.45.5.

No Extraordinary Actions by the Sellers. In each case except as disclosed on Section 9.4 of the Seller Disclosure LetterSchedule 9.5, or consented to or approved in writing by the Buyer (which consent or approval shall not be unreasonably withheld, conditioned, or delayed)Buyer, or contemplated by this Agreement or the Related Documents from the date hereof until the Closing, the Sellers shall: (a) cause the Companies and their respective Subsidiaries to conduct their respective businesses in the ordinary course and in accordance, in all material respects, with their respective past policies and proceduresprocedures and specifically shall not: (i) cause the Companies, or any one of them, to pay any fees and expenses of the Sellers’ or Companies’ legal, accounting, and financial advisors related to this Agreement or transactions contemplated hereby; (ii) cause the Companies to pay Sellers any salary or bonuses or any of Sellers’ personal expenses except for the salaries in the amounts sufficient enough to pay the costs related to employee benefits Sellers are receiving as employees of the Companies; and (iii) cause the Companies to issue any checks or otherwise pay any expenses of the Companies without the prior written consent of Buyer which consent shall not be unreasonably withheld, provided that the Companies may make Debt Service Payments upon prior written notice to Buyer. Solely for purposes of providing written notice or consent pursuant to this Section 9.5(a)(iii), email correspondence sent to or from Sellers’ Representative or Xxxxxxx Xxxxxx, on behalf of Sellers, and any of Xxxxxxx Xxxx, Xxxxxxx Xxxxxxx, or Xxxxxxx Xxxxxxx, on behalf of Buyer, shall be deemed to be sufficient and in writing. (b) not amend or otherwise change the Certificate Certificates of Incorporation or bylaws or other organizational documents of either Company or any of its Subsidiariesthe Companies; (c) not permit either Company or any of its Subsidiaries the Companies to admit, or undertake to admit, any new stockholders, nor or issue or sell any stock or other securities of either Company or any of its Subsidiaries the Companies or any options, warrants or rights to acquire any such stock or other securities or repurchase or redeem any stock or other securities of either any Company; (d) not split, combine or reclassify any shares of either Company’s or any Subsidiary’s the Companies’ capital stock; or declare, set aside or pay any dividend or other distribution (distribution, whether in cash, stock or property or any combination thereof) thereof in respect of such capital stock; (e) cause the Companies and each of their respective Subsidiaries not to take any action with respect to, or make any material change in in, its accounting or Tax policies or procedures, except as may be required by changes in generally accepted accounting principles upon the advice of its independent accountants or as required by the Securities and Exchange Commission (the “SEC”) or any securities exchangeaccountants; (f) cause the Companies and their respective Subsidiaries not to make or revoke any material Tax election or settle or compromise any material Tax liability, or amend any material Tax Return; (g) comply with and not take any action or fail to take any action which would constitute a material breach or default under any of of: (i) the Certificate Certificates of Incorporation or bylaws or other organizational documents of either Company or any of its Subsidiariesthe Companies, (ii) any Real Property Lease, (iii) any other material Lease, or (iv) any other Material Contract and/or any material judgment, order or other writing with the force of Law; (h) not dispose of, pledge, hypothecate, encumber, transfer or assign any of the Stock or the equity securities of any Subsidiary of either Companythe Companies, nor or any material assets of either Company or any of its Subsidiariesthe Companies except for the Excluded Assets; (i) cause the Companies and their respective Subsidiaries not to acquire, lease or license any assets or property, other than purchases of assets in the ordinary course of business, or merge or consolidate with any entity; (j) not take any action or omit to take any action for the purpose of directly or indirectly preventing, materially delaying or materially impeding the consummation of the transactions contemplated by this Agreement; (k) maintain in full force and effect the casualty insurance policies currently in effect with respect to the Real Property and all other Insurance Policies, and shall deliver to the Buyer, upon request, reasonable evidence of same in the form of certificates of such insurance; (l) not terminate, amend or modify any Real Property Lease, material Lease, or any other Material Contract, nor or enter into any new or additional Material Contracts of any type, nature or description, except in the ordinary course of business and in accordance with past practicebusiness; (m) not undertake any material capital improvement projects nor or make any material additions, improvements or renovations to existing facilities and/or equipment; (n) not institute or settle, except for settlements which do not exceed $100,000 25,000 in the aggregate or are claims which are fully covered by insurance, except for applicable self-insured retentions under existing insurance policies, any Litigation; (o) not create, incur or assume any short-term Indebtedness (Indebtedness, including obligations in respect of capital leases) , on behalf of either Company or any Subsidiarythe Companies, other than in the ordinary course of business, or create, incur or assume any long-term Indebtedness, and not assume, guarantee, endorse or otherwise become liable or responsible (responsible, whether directly, contingently or otherwise) , for the obligations of any other Person, or make any loans, advances or capital contributions to, or investments in, any other Person; (p) not enter into, adopt or amend in any respect any Company Plan or (or, except for annual adjustments in the ordinary course of business consistent with past practice) , increase in any material respect the compensation or benefits of, or modify the employment terms of, its directors, officers or employees, generally or individually, or pay or promise to pay any bonus or benefit to its directors, officers or employees (employees, except as required by the Company Plans in accordance with their terms immediately prior to the execution of this Agreement) , or hire any new officers, or, except in the ordinary course of business, any new employees, nor terminate the employment of or reassign any employees other than non-officer employees in the ordinary course of business consistent with past practice; (q) except as required by applicable Law, not increase the compensation or benefits payable under any existing employment, severance or termination policies or agreements, or enter into any employment, deferred compensation, severance or other similar agreement (agreement, or amend any such existing agreement) , with any director, officer or employee of either Company or any Subsidiary (except as required by applicable Law)Company, except for anniversary date or annual adjustments for at-will employees.; (r) not enter into any collective bargaining agreement or similar labor agreement, or renew, extend or renegotiate any existing collective bargaining agreement or similar labor agreement; and and (s) not agree to do anything prohibited by this Section 9.49.5.

No Extraordinary Actions by the Sellers. In each case except as disclosed on Section 9.4 of the Seller Disclosure Letter, or consented to or approved in writing by the Buyer (which consent or approval shall not be unreasonably withheld, conditioned, or delayed), or contemplated by this Agreement or the Related Documents from the date hereof until the Closing, the Sellers shall: (a) cause the Companies and their respective Subsidiaries to conduct their respective businesses in the ordinary course and in accordance, in all material respects, with their respective past policies and procedures; (b) not amend or otherwise change the Certificate of Incorporation or bylaws or other organizational documents of either Company or any of its Subsidiaries; (c) not permit either Company or any of its Subsidiaries to admit, or undertake to admit, any new stockholders, nor issue or sell any stock or other securities of either Company or any of its Subsidiaries or any options, warrants or rights to acquire any such stock or other securities or repurchase or redeem any stock or other securities of either Company; (d) not split, combine or reclassify any shares of either Company’s or any Subsidiary’s capital stock; or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of such capital stock; (e) cause the Companies and each of their respective Subsidiaries not to take any action with respect to, or make any material change in its accounting or Tax policies or procedures, except as may be required by changes in generally accepted accounting principles upon the advice of its independent accountants or as required by the Securities and Exchange Commission (the “SEC”) or any securities exchange; (f) cause the Companies and their respective Subsidiaries not to make or revoke any material Tax election or settle or compromise any material Tax liability, or amend any material Tax Return; (g) comply with and not take any action or fail to take any action which would constitute a material breach or default under any of (i) the Certificate of Incorporation or bylaws or other organizational documents of either Company or any of its Subsidiaries, (ii) any Real Property Lease, (iii) any other material Lease, or (iv) any other Material Contract and/or any material judgment, order or other writing with the force of Law; (h) not dispose of, pledge, hypothecate, encumber, transfer or assign any of the Stock or the equity securities of any Subsidiary of either Company, nor any material assets of either Company or any of its Subsidiaries; (i) cause the Companies and their respective Subsidiaries not to acquire, lease or license any assets or property, other than purchases of assets in the ordinary course of business, or merge or consolidate with any entity; (j) not take any action or omit to take any action for the purpose of directly or indirectly preventing, materially delaying or materially impeding the consummation of the transactions contemplated by this Agreement; (k) maintain in full force and effect the casualty insurance policies currently in effect with respect to the Real Property and all other Insurance Policies, and shall deliver to the Buyer, upon request, reasonable evidence of same in the form of certificates of such insurance; (l) not terminate, amend or modify any Real Property Lease, material Lease, or any other Material Contract, nor enter into any new or additional Material Contracts of any type, nature or description, except in the ordinary course of business and in accordance with past practice; (m) not undertake any material capital improvement projects nor make any material additions, improvements or renovations to existing facilities and/or equipment; (n) not institute or settle, except for settlements which do not exceed $100,000 in the aggregate or are claims which are fully covered by insurance, except for applicable self-insured retentions under existing insurance policies, any Litigation; (o) not create, incur or assume any short-term Indebtedness (including obligations in respect of capital leases) on behalf of either Company or any Subsidiary, other than in the ordinary course of business, or create, incur or assume any long-term Indebtedness, and not assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, or make any loans, advances or capital contributions to, or investments in, any other Person; (p) not enter into, adopt or amend in any respect any Company Plan or (except for annual adjustments in the ordinary course of business consistent with past practice) increase in any material respect the compensation or benefits of, or modify the employment terms of, its directors, officers or employees, generally or individually, or pay or promise to pay any bonus or benefit to its directors, officers or employees (except as required by the Company Plans in accordance with their terms immediately prior to the execution of this Agreement) or hire any new officers, or, except in the ordinary course of business, any new employees, nor terminate the employment of or reassign any employees other than non-officer employees in the ordinary course of business consistent with past practice; (q) not increase the compensation or benefits payable under any existing employment, severance or termination policies or agreements, or enter into any employment, deferred compensation, severance or other similar agreement (or amend any such existing agreement) with any director, officer or employee of either Company or any Subsidiary (except as required by applicable Law), except for anniversary date adjustments for at-will employees. (r) not enter into any collective bargaining agreement or similar labor agreement, or renew, extend or renegotiate any existing collective bargaining agreement or similar labor agreement; and and (s) not agree to do anything prohibited by this Section 9.4.

No Extraordinary Actions by the Sellers. In each case except as disclosed on Section 9.4 of the Seller Disclosure Letter, or consented to or approved in writing by the Buyer Parent (which consent or approval shall not be unreasonably withheld, conditioned, or delayed), or contemplated by this Agreement or the Related Documents from the date hereof until the Closing, the Sellers shall: (a) cause the Companies Company and their respective its Subsidiaries to conduct their respective businesses in the ordinary course and in accordance, in all material respects, with their respective (i) the business plan and the Capital Program, and (ii) its past policies and procedures; (b) not amend or otherwise change the Certificate of Incorporation or bylaws or other organizational documents of either the Company or any of its Subsidiaries; (c) not permit either the Company or any of its Subsidiaries to admit, or undertake to admit, any new stockholders, nor issue or sell any stock or other securities of either the Company or any of its Subsidiaries Subsidiary or any options, warrants or rights to acquire any such stock or other securities or repurchase or redeem any stock or other securities of either the Company; (d) not split, combine or reclassify any shares of either the Company’s or any Subsidiary’s capital stock; or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of such capital stock; (e) cause the Companies Company and each of their respective its Subsidiaries not to take any action with respect to, or make any material change in its accounting or Tax policies or procedures, except as may be required by changes in generally accepted accounting principles upon the advice of its independent accountants or as required by the Securities and Exchange Commission (the “SEC”) or any securities exchange; (f) cause the Companies Company and their respective its Subsidiaries not to make or revoke any material Tax election or settle or compromise any material Tax liability, or amend any material Tax Return; (g) comply with and not take any action or fail to take any action which would constitute a material breach or default under any of (i) the Certificate of Incorporation or bylaws or other organizational documents of either the Company or any of its Subsidiaries, (ii) any Real Property Lease, (iii) any other material Lease, or (iv) any other Material Contract and/or any material judgment, order or other writing with the force of Law; (h) not dispose of, pledge, hypothecate, encumber, transfer or assign any of the Stock or the equity securities of any Subsidiary of either the Company, nor any material assets of either the Company or any of its Subsidiaries; (i) cause the Companies Company and their respective its Subsidiaries not to acquire, lease or license any assets or property, other than purchases of assets in the ordinary course of business, or merge or consolidate with any entity; (j) not take any action or omit to take any action for the purpose of directly or indirectly preventing, materially delaying or materially impeding the consummation of the transactions contemplated by this Agreement; (k) maintain in full force and effect the casualty insurance policies currently in effect with respect to the Real Property and all other Insurance Policies, and shall deliver to the BuyerParent, upon request, reasonable evidence of same in the form of certificates of such insurance; (l) not terminate, amend or modify any Real Property Lease, material Lease, or any other Material Contract, nor enter into any new or additional Material Contracts of any type, nature or description, except in the ordinary course of business and in accordance with past practice; provided, that with respect to the transactions contemplated by the draft Agreement provided to the Purchasers prior to the date hereof, by and between the Company and SV Timbers Steamboat, LLC (the “Proposed OSP Transactions”), Sellers shall, on an ongoing basis, keep Purchasers fully informed and give Purchasers the prior opportunity to consult with Sellers in respect to all discussions, decisions and documentation relating to the Proposed OSP Transactions; provided further, that Purchasers shall have no rights of consent or approval as to any agreements to be entered into with respect to the Proposed OSP Transactions except to the extent Purchasers reasonably determine that such agreements would have a material adverse effect upon the business operations of the Company, taken as a whole, as such business operations are being conducted as of the date of this Agreement; (m) with the exception of necessary repairs and planning activities in conjunction with USFS approved phase one capital projects (such planning activities totaling less than $100,000), which are described in the Capital Program, or in accordance with Section 9.1(l), not undertake any material capital improvement projects nor make any material additions, improvements or renovations to existing facilities and/or equipment; (n) not institute or settle, except for settlements which do not exceed $100,000 in the aggregate or are claims which are fully covered by insurance, except for applicable self-insured retentions under existing insurance policies, any Litigation; (o) not create, incur or assume any short-term Indebtedness (including obligations in respect of capital leases) on behalf of either the Company or any Subsidiary, other than in the ordinary course of business, or create, incur or assume any long-term Indebtedness, and not assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, or make any loans, advances or capital contributions to, or investments in, any other Person; (p) not enter into, adopt or amend in any respect any Company Plan or (except for annual adjustments in the ordinary course of business consistent with past practice) increase in any material respect the compensation or benefits of, or modify the employment terms of, its directors, officers or employees, generally or individually, or pay or promise to pay any bonus or benefit to its directors, officers or employees (except as required by the Company Plans in accordance with their terms immediately prior to the execution of this Agreement) or hire any new officers, or, except in the ordinary course of business, any new employees, nor terminate the employment of or reassign any employees other than non-officer employees in the ordinary course of business consistent with past practice; (q) not increase the compensation or benefits payable under any existing employment, severance or termination policies or agreements, or enter into any employment, deferred compensation, severance or other similar agreement (or amend any such existing agreement) with any director, officer or employee of either the Company or any Subsidiary (except as required by applicable Law), except for (i) anniversary date adjustments for at-will employees, (ii) as may be required under the Collective Bargaining Agreement, or (iii) in connection with a new employment or consulting agreement with Xxxxx Xxxx. (r) not enter into any collective bargaining agreement or similar labor agreementagreement (other than the Collective Bargaining Agreement), or renew, extend or renegotiate any existing collective bargaining agreement or similar labor agreementagreement (including the Collective Bargaining Agreement); and and (s) not agree to do anything prohibited by this Section 9.4.