Common use of OPERATION IN ORDINARY COURSE Clause in Contracts

OPERATION IN ORDINARY COURSE. From the date hereof until the earlier of the Closing or the date on which this Agreement terminates, the Company shall (i) conduct the Business only in the ordinary course, in substantially the same manner in which it has been previously conducted and not to undertake any business activities outside the ordinary course without the Buyer’s consent, which shall not be unreasonably withheld; (ii) use its commercially reasonable efforts to preserve intact its business organization and goodwill and keep available the services of its officers and employees as a group; (iii) confer on a regular and frequent basis, at the Buyer’s reasonable request, with representatives of the Buyer to report operational matters and the general status of ongoing operations; (iv) notify the Buyer of any change in its Business or in the operation of its properties which could reasonably be expected to result in a Seller Material Adverse Effect; (v) not modify, increase or expand in any manner any of its compensation arrangements or Benefit Plans, other than compensation increases in the ordinary course for any employee not party to an employment agreement; (vi) not change any express or deemed election relating to Taxes, settle any claim or controversy relating to Taxes, agree to any adjustment of any Tax attribute, surrender any right or claim to a refund of Taxes, consent to any extension or waiver of the statute of limitations period applicable to any Taxes, Tax Return or claim for Taxes, amend any Tax Return, enter into any closing agreement with respect to Taxes, fail to file any Tax Return when due, or make any change to any of its policies, procedures, principles or methods of financial or Tax accounting other than as required by a change of GAAP or applicable Tax Law, respectively; and (vii) not take any action described in Section 4.17(a) - (t). From the Sunday immediately preceding the Closing Date until the Closing, the Company shall not make any cash distributions. The Buyer acknowledges that except as provided in this Agreement it has no rights to control, direct or approve the operations of the Company prior to the Closing.

OPERATION IN ORDINARY COURSE. From the date hereof until the earlier of the Closing or the date on which this Agreement terminatesterminates or is terminated pursuant to ARTICLE VIII, the except as provided in this Agreement or in Schedule 6.1, each Seller will cause each Company shall to (i) conduct the Business only in the ordinary course, in substantially the same manner in which it has been previously conducted and not to undertake any business activities outside the ordinary course without the Buyer’s consent, which shall not be unreasonably withheldconducted; (ii) use its commercially reasonable efforts Commercially Reasonable Efforts to preserve intact its business organization and goodwill and with respect to the Business, keep available the services of its officers and employees as a groupgroup and maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it; (iii) consistent with applicable laws, confer on a regular and frequent basis, at the Buyer’s reasonable request, with representatives of the Buyer to report operational matters and the general status of ongoing operations; (iv) notify the Buyer of any emergency or other material adverse change in its Business or in the operation of its properties which could reasonably be expected to result in a Seller Material Adverse EffectBusiness; (v) not modifysell, increase lease, transfer, assign or expand in any manner relocate outside the Seller Facilities or the New Seller Facilities any of its compensation arrangements or Benefit Plansthe Companies’ assets, other than compensation increases inventory sold in the ordinary course for any employee not party to an employment agreementof business consistent with past custom and practice; (vi) not amend adversely to any Company or voluntarily terminate any Material Contract or Lease; (vii) maintain the assets and properties used in the Business in their present state of repair (ordinary wear and tear excepted); (viii) not settle or compromise any Tax Liability; (ix) not make or change any express Tax election; (x) not make or deemed election relating change any Tax method of accounting; (xi) not prepare any Tax Return in a manner that is not consistent with the past custom and practice with respect to Taxes, settle the treatment of items on such Tax Returns; (xii) not file any claim or controversy relating amendment to Taxes, agree to any adjustment a Tax Return that would increase the Tax liability of any Tax attribute, surrender any right or claim to a refund of Taxes, Company after the Closing; (xiii) not consent to any the extension or waiver of the statute of limitations limitation period applicable to any claim or assessment in respect of Taxes with any Governmental Authority; (xiv) not surrender any right to claim a refund of Taxes; (xv) except as required by applicable law, Tax Return not materially alter the terms of any Company Benefit Plan, or claim for Taxesestablish, amend any Tax Return, adopt or enter into any closing agreement plan, agreement, program, policy, trust, fund or arrangement for the benefit of any current or former directors, officers, employees, consultants or other service providers in a manner that creates additional obligations that will continue after the Closing; (xvi) except in the ordinary course of business and consistent with respect to Taxes, fail to file any Tax Return when due, past practices of the Company or make any change to as required by the terms and provisions of written contracts between the Company or any of its policiessubsidiaries and an employee thereof as in existence on the date of this Agreement, procedures, principles materially increase the aggregate compensation or methods fringe benefits of financial any officer or Tax accounting other than as required by employee of a change Company or any of GAAP or applicable Tax Law, respectively; and (vii) not take any action described its subsidiaries in Section 4.17(a) - (t). From the Sunday immediately preceding the Closing Date until a manner that creates additional obligations that will continue after the Closing, and (xvii) timely take all actions necessary to extend or renew the Company shall not make any cash distributionsterms of the Leases (other than the Leases relating to the Seller Facilities set forth on Schedule 3.5) in accordance with the terms of such Leases. The Buyer acknowledges that except as provided in this Agreement it has no rights to control, direct or approve the operations of the Company Business prior to the Closing.

OPERATION IN ORDINARY COURSE. From the date hereof until the earlier of the Closing or the date on which this Agreement terminatesterminates or is terminated pursuant to Article VIII, each Seller will, and the Company Principals shall cause each Seller to, (i) conduct the Business only in the ordinary course, in substantially the same manner in which it has been previously conducted and not to undertake any business activities outside the ordinary course without the Buyer’s prior written consent, which consent shall not be unreasonably withheld; (ii) use its commercially reasonable efforts Commercially Reasonable Efforts to preserve intact its business organization and goodwill and with respect to the Business, keep available the services of its officers officers, employees, independent contractors and employees leased labor as a groupgroup and maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it; (iii) consistent with applicable laws, confer on a regular and frequent basis, at the Buyer’s reasonable request, with representatives of the Buyer to report operational matters and the general status of ongoing operations; (iv) notify the Buyer of any change in its Business emergency or in the operation of its properties other event which could may reasonably be expected to constitute or result in a Seller Material Adverse Effectmaterial adverse change in its Business; (v) not modifysell, increase lease, transfer, assign or expand in any manner relocate outside the Seller Facilities any of its compensation arrangements or Benefit Plansthe Assets, other than compensation increases Inventory sold in the ordinary course for any employee not party to an employment agreementof business consistent with past custom and practice; (vi) not change amend adversely to such Seller or terminate any Assigned Contract, including any amendment or other agreement to increase the current or future base rent under any Assumed Lease; (vii) maintain the Assets in their present state of repair (ordinary wear and tear excepted); (viii) not enter into any new real property lease without the Buyer’s express or deemed election relating to Taxesprior written consent; and (ix) not file any amended Tax Return, enter into any closing agreement, settle any Tax claim or controversy assessment relating to Taxes, agree to any adjustment of any Tax attributethe Assets, surrender any material right or to claim to a refund of Taxes, consent to any extension or waiver of the statute of limitations limitation period applicable to any Taxesmaterial Tax claim or assessment relating to the Assets, and not take any other similar action, or omit to take any action relating to the filing of any Tax Return or claim for Taxesthe payment of any Tax, amend if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action or omission would have the effect of increasing the present or future Tax liability or decreasing any present or future Tax Returnasset of the Buyer, enter into any closing agreement with respect to Taxes, fail the extent related to file any Tax Return when due, or make any change to any of its policies, procedures, principles or methods of financial or Tax accounting other than as required by a change of GAAP or applicable Tax Law, respectively; and (vii) not take any action described in Section 4.17(a) - (t). From the Sunday immediately preceding the Closing Date until the Closing, the Company shall not make any cash distributionsAssets. The Buyer acknowledges that except as provided in this Agreement it has no rights to control, direct or approve the operations of the Company Business prior to the Closing.

OPERATION IN ORDINARY COURSE. From the date hereof until the earlier of the Closing or the date on which this Agreement terminates, the Company shall Sellers will (i) cause the Company to conduct the Business only in the ordinary coursecourse except to the extent contemplated by this Agreement, in substantially the same manner in which it has been previously conducted and not to undertake any business activities outside the ordinary course without the Buyer’s consent, which shall not be unreasonably withheld; (ii) use its commercially reasonable efforts to preserve intact its business organization and goodwill and goodwill, keep available the services of its officers and employees as a groupgroup and maintain its current relationships with suppliers, distributors, customers and others having business relationships with it; (iii) confer on a regular and frequent basis, at the Buyer’s reasonable requestrequest with reasonable advance notice, with representatives of the Buyer to report operational matters and the general status of ongoing operations; (iv) notify the Buyer of any emergency or any change in its Business or in the operation of its properties event which could reasonably be expected to result in constitutes a Seller Material Adverse Effect; (v) not modify, increase or expand in any manner any of its compensation arrangements or Benefit Plans, other than compensation increases except in the ordinary course for any employee not party to an employment agreement; of business consistent with past practice and (vi) except for matters that relate solely to U.S. federal income taxes of the Company and the Subsidiary for the Pre-Closing Tax Period, not change any express or deemed election relating to Taxes, settle any claim or controversy relating to Taxes, agree to any adjustment of any Tax attribute, surrender any right or claim to a refund of Taxes, consent to any extension or waiver of the statute of limitations period applicable to any Taxes, Tax Return or claim for Taxes, amend any Tax Return, enter into any closing agreement with respect to Taxes, fail to file any Tax Return when duedue (subject to applicable available extensions), or make any material change to any of its policies, procedures, principles or methods of financial or Tax accounting other than as required by a change of GAAP or applicable Tax LawGAAP. Notwithstanding the foregoing, respectively; and (vii) not take any action described in Section 4.17(a) - (t). From the Sunday immediately preceding the Closing Date until the Buyer agrees that, prior to Closing, the Company shall not make or the Subsidiary may sell any cash distributionsor all of the trucks identified on Schedule 5.8 so long as the Company and the Subsidiary are released from the capitalized lease obligations associated therewith. The Buyer acknowledges that except as provided in this Agreement it has no rights to control, direct or approve the operations of the Company prior to the Closing.

OPERATION IN ORDINARY COURSE. From the date hereof until the earlier of the Closing or the date on which this Agreement terminatesterminates or is terminated pursuant to Article VIII, the Company Seller will, and the Principals shall cause the Seller to, (i) conduct the Business only in the ordinary course, in substantially the same manner in which it has been previously conducted and not to undertake any business activities outside the ordinary course without the Buyer’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned; (ii) use its commercially reasonable efforts to preserve intact its business organization and goodwill and keep available the services of its officers and employees as a group; (iii) consistent with applicable laws, confer on a regular and frequent basis, at the Buyer’s reasonable request, with representatives of the Buyer to report operational matters and the general status of ongoing operations; (iviii) notify the Buyer of any change in its Business or in the operation of its properties which could reasonably be expected to result in a Seller Material Adverse Effect; (viv) not modifysell, increase lease, transfer, assign or expand in any manner relocate outside the Seller Facilities any of its compensation arrangements or Benefit Plansthe Assets, other than compensation increases Inventory sold in the ordinary course for of business consistent with past custom and practice or the disposition of equipment that is worthless or obsolete or worn out in the ordinary course of business, which is no longer used or useful in the conduct of its business or which is replaced by equipment of equal suitability and value; (v) not amend adversely to the Seller or terminate any employee not party to an employment agreementAssigned Contract, other than in the ordinary course of business; (vi) not change any express or deemed election relating to Taxes, settle any claim or controversy relating to Taxes, agree to any adjustment maintain the Assets in their present state of any Tax attribute, surrender any right or claim to a refund of Taxes, consent to any extension or waiver of the statute of limitations period applicable to any Taxes, Tax Return or claim for Taxes, amend any Tax Return, enter into any closing agreement with respect to Taxes, fail to file any Tax Return when due, or make any change to any of its policies, procedures, principles or methods of financial or Tax accounting other than as required by a change of GAAP or applicable Tax Law, respectivelyrepair (ordinary wear and tear excepted); and (vii) not take enter into any action described in Section 4.17(anew real property lease without the Buyer’s express prior written consent; and (viii) - (t). From not file any amended Tax Return, make or change any Tax election or adopt or change any Tax accounting method to the Sunday immediately preceding extent that any of the Closing Date until the Closing, the Company shall not make foregoing actions relate to any cash distributionsAsset. The Buyer acknowledges that except as provided in this Agreement it has no rights to control, direct or approve the operations of the Company Business prior to the Closing.

OPERATION IN ORDINARY COURSE. From TDS, Aerial and AOC acknowledge that Sonera has acquired the date hereof until AOC Shares with the earlier intention that it will become a security holder of AOC with the Closing or rights provided to Sonera by the date on which this Agreement terminatesPurchase Agreement, the Company shall (i) Registration Rights Agreement and this Agreement. TDS, Aerial and AOC agree that Aerial will, and will cause its Subsidiaries to, conduct the Business only their respective businesses in the ordinary coursenormal course thereof. In furtherance and not in limitation of the preceding sentence, Aerial agrees that substantially all of the material assets reflected from time to time on the consolidated balance sheets of Aerial and its subsidiaries and used or useful in connection with the business of operating Aerial shall be owned by AOC or subsidiaries of AOC and Aerial will use its reasonable best efforts to transfer to AOC or its subsidiaries, on or before December 31, 1998, any and all such assets that are not owned by AOC or its subsidiaries on the date of this Agreement. TDS, Aerial and AOC further covenant and agree that all material assets used or useful in connection with the business of operating Aerial that are acquired in the future shall be acquired by AOC or its subsidiaries or, if acquired by Aerial, shall be transferred to AOC or its subsidiaries promptly after such acquisition. Aerial and AOC also covenant and agree that if, at any time after the date of this Agreement, Aerial receives proceeds from any loan or from the sale of any debt instrument, Aerial shall promptly upon such receipt advance the full amount of such proceeds to AOC or its subsidiaries, and AOC shall borrow such proceeds, or shall cause one or more of its subsidiaries to borrow such proceeds, in any case at the same interest rate and on substantially the same manner in terms as those on which it Aerial has been previously conducted and not to undertake any business activities outside the ordinary course without the Buyer’s consent, which shall not be unreasonably withheld; (ii) use its commercially reasonable efforts to preserve intact its business organization and goodwill and keep available the services of its officers and employees as a group; (iii) confer on a regular and frequent basis, at the Buyer’s reasonable request, with representatives of the Buyer to report operational matters and the general status of ongoing operations; (iv) notify the Buyer of any change in its Business or in the operation of its properties which could reasonably be expected to result in a Seller Material Adverse Effect; (v) not modify, increase or expand in any manner any of its compensation arrangements or Benefit Plans, other than compensation increases in the ordinary course for any employee not party to an employment agreement; (vi) not change any express or deemed election relating to Taxes, settle any claim or controversy relating to Taxes, agree to any adjustment of any Tax attribute, surrender any right or claim to a refund of Taxes, consent to any extension or waiver of the statute of limitations period applicable to any Taxes, Tax Return or claim for Taxes, amend any Tax Return, enter into any closing agreement with respect to Taxes, fail to file any Tax Return when due, or make any change to any of its policies, procedures, principles or methods of financial or Tax accounting other than as required by a change of GAAP or applicable Tax Law, respectively; and (vii) not take any action described in Section 4.17(a) - (t). From the Sunday immediately preceding the Closing Date until the Closing, the Company shall not make any cash distributions. The Buyer acknowledges that except as provided in this Agreement it has no rights to control, direct or approve the operations of the Company prior to the Closingincurred such debt.