Operation, Maintenance and Repair in Ordinary Course of Business Sample Clauses

Operation, Maintenance and Repair in Ordinary Course of Business. From the Effective Date until the Closing or earlier termination of this Agreement, the Seller and/or its Affiliates shall conduct the Businesses in the Ordinary Course of Business, including, without limitation, (i) performing maintenance and repairs and making capital improvements to the Real Property in the Ordinary Course of Businesses and (ii) maintaining insurance coverage consistent with the Seller’s risk management policies in place as of the date hereof.
Sample 1
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Operation, Maintenance and Repair in Ordinary Course of Business. From the Effective Date until Closing or earlier termination of this Agreement, Sellers shall conduct the Businesses in the Ordinary Course of Business including, without limitation, (i) performing maintenance and repairs and making capital improvements to the Real Property in the Ordinary Course of Business; and (ii) maintaining insurance coverage consistent with Sellers’ risk management policies in place as of the date hereof; and (iii) replacing and/or repairing Personal Property in the Ordinary Course of Business. Sellers shall maintain the Assets and maintain adequate supplies and inventory in accordance with the Ordinary Course of Business (such obligation to include the maintenance of Sellers’ casualty and liability insurance policies in the Ordinary Course of Business), subject to reasonable wear and tear and further subject to destruction by casualty or eminent domain. Purchaser shall have the right to inspect the Assets prior to Closing to determine if any Seller has breached the covenants of such Seller in this Section 6.3.1. Sellers in all material respects shall comply with the terms conditions and requirements under the Contracts, Tenant Leases, and Licenses and Permits, and shall continue to make all payments due thereunder prior to delinquency (whether or not Purchaser shall assume the same). No Seller shall sell, remove or otherwise dispose of any items of Personal Property other than in the Ordinary Course of Business.
Sample 1
Operation, Maintenance and Repair in Ordinary Course of Business. From the date of this Agreement until the Closing or earlier termination of this Agreement, the Seller shall conduct the Business in the Ordinary Course of Business, including, without limitation, (i) performing maintenance and repairs for the Assets in the Ordinary Course of Business, (ii) maintaining insurance coverage consistent with the Seller’s risk management policies in place as of the date hereof, and (iii) maintaining the Consumables at a level that is consistent with Par Consumables Level (as defined below). As used herein, “Par Consumables Level” means, with respect to each category of Consumables, the greater of (1) the amount of Consumables maintained by the Business, and/or located at the Real Property, in the ordinary course of the day to day operation of the Business, in accordance with its current operating budget and in a manner which does not materially vary from the policies, practices and procedures which have characterized its operation during the twelve (12) months preceding the Effective Date or (2) the standard amount of Consumables maintained in the ordinary course of the operation of businesses of like quality and size to this Business.
Sample 1
Operation, Maintenance and Repair in Ordinary Course of Business. From the Effective Date until Closing or earlier termination of this Agreement, Seller shall conduct the Business in the Ordinary Course of Business, subject to and in accordance with the Current Lease, as follows (a) performing maintenance and repairs and making capital improvements to the Real Property in the Ordinary Course of Business; and (b) maintaining insurance coverage consistent with Seller’s risk management policies in place as of the Effective Date; and (c) replacing and/or repairing the Personal Property and the SSL Riverview Personal Property in the Ordinary Course of Business. Crossings at Riverview shall maintain the Assets and the SSL Riverview Assets and maintain adequate supplies and inventory in accordance with the Ordinary Course of Business (such obligation to include the maintenance of Seller’s casualty and liability insurance policies in the Ordinary Course of Business), subject to reasonable wear and tear and further subject to destruction by casualty or eminent domain. Purchaser shall have the right to inspect the Assets and SSL Riverview Assets prior to Closing to determine if Seller has breached its covenants in this Section 6.3.1.Seller shall in all material respects comply with the terms conditions and requirements under the Contracts, Facility Leases, and Licenses and Permits, and shall continue to make all payments due thereunder prior to delinquency (whether or not Purchaser shall assume the same). Seller shall not sell, remove or otherwise dispose of any Assets or SSL Riverview Assets other than in the Ordinary Course of Business.
Sample 1
Operation, Maintenance and Repair in Ordinary Course of Business. From the Effective Date until the Closing or earlier termination of this Agreement, whichever occurs first, Sellers shall use commercially-reasonable efforts to cause Managers to: (a) conduct the Businesses in the Ordinary Course of Business subject to and in accordance with the terms of the Management Agreements; (b) maintain the Assets in the condition in which they exist as of the Effective Date, normal wear and tear excepted, free and clear from Encumbrances except for those listed on Schedule 6.3.1 hereof and by this reference incorporated herein; (c) not commit any waste regarding the Assets; and (d) maintain all fire, extended coverage, and public liability insurance policies otherwise existing on the Effective Date and which directly pertain to the Assets. From and after the expiration of the Due Diligence Period until the Closing or earlier termination of this Agreement, whichever occurs first, Sellers shall use commercially reasonable efforts to not, and to not permit Managers to, take any of the following actions without Purchaser’s prior written consent, which consent, in each case, shall not be unreasonably withheld, conditioned, or delayed by Purchaser: (x) fail to pay all taxes and special assessments levied against or incurred in connection with the ownership and/or operation of the Assets, insofar as the same become due and payable; (y) enter into any transaction with respect to or affecting the Assets which would materially and adversely affect or bind Purchaser from and after the Closing (for the sake of clarification, a Lifestyle Sale Event does not qualify as such a transaction); and (z) enter into, amend, waive any rights under, terminate, or extend any Tenant Lease. Notwithstanding the foregoing, beginning on the date that is ten (10) days prior to the end of the Due Diligence Period, the Sellers consent and agree that they shall not materially revise the terms of the Management Agreements or the Head Leases without Purchaser’s consent, which consent shall not be unreasonably withheld.
Sample 1
Operation, Maintenance and Repair in Ordinary Course of Business. From the date of this Agreement until the Skylift Closing with respect to the conduct of the Skylift Business, or the Closing with respect to the Cypress Business, as the case may be, or earlier termination of this Agreement, the Seller shall conduct the Businesses in the Ordinary Course of Business, including, without limitation, (i) performing maintenance and repairs and making capital improvements to the Real Property and Improvements in the Ordinary Course of Business; and (ii) maintaining insurance coverage consistent with the Seller’s risk management policies in place as of the date hereof; and (iii) replacing and/or repairing Personal Property in the Ordinary Course of Business. The Seller will use diligent reasonable commercial efforts to preserve intact the Businesses, organization and Assets of the Seller, to keep available the services of the employees of the Seller and to preserve the goodwill of the suppliers and others having business relations with the Seller.
Sample 1
Operation, Maintenance and Repair in Ordinary Course of Business. From the Effective Date until the Closing or earlier termination of this Agreement, the Seller shall cause the Company and its Subsidiaries to conduct the Businesses in the Ordinary Course of Business, including, without limitation: (a) performing maintenance and repairs and making capital improvements to the Real Property in the Ordinary Course of Business; (b) maintaining insurance coverage consistent with the risk management policies of the Company and its Subsidiaries in place as of the Effective Date; (c) replacing and/or repairing tangible Assets in the Ordinary Course of Business; and (d) maintaining levels of inventory and levels of supplies used or useful in the operation of the Businesses at levels consistent with the operation of the Businesses in the Ordinary Course of Business.
Sample 1
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Operation, Maintenance and Repair in Ordinary Course of Business. From the date of this Agreement until the Closing or earlier termination of this Agreement, each Seller shall (i) operate, manage and maintain the Assets and conduct the Business in the Ordinary Course of Business, (ii) maintain and repair the Assets in the Ordinary Course of Business, (iii) maintain insurance coverage consistent with such Seller’s risk management policies in place as of the date hereof, and (iii) maintain the Consumables, the Other Inventory, the M&E and the Watercraft Fleet at levels that are consistent with Par Level (as defined below). As used herein, “Par Level” means, with respect to each category of Consumables, the Other Inventory, the M&E and the Watercraft Fleet, as applicable, the amount of Consumables, the Other Inventory, the M&E and the Watercraft Fleet, as applicable, maintained by the Business, and/or located at the Real Property, in the ordinary course of the day to day operation of the Business, in accordance with its current operating budget and in a manner which does not materially vary from the policies, practices and procedures which have characterized its operation during the twelve (12) months preceding the Effective Date.
Sample 1
Operation, Maintenance and Repair in Ordinary Course of Business. From the Effective Date until Closing or earlier termination of this Agreement, Seller shall conduct the operations of the Property in the Ordinary Course of Business including, without limitation, (i) performing maintenance and repairs to the Property and the Assets in the Ordinary Course of Business; (ii) maintaining insurance coverage consistent with Seller’s risk management policies in place as of the date hereof; and (iii) replacing and/or repairing Personal Property in the Ordinary Course of Business. Seller shall maintain the Assets in accordance with the Ordinary Course of Business (such obligation to include the maintenance of Seller’s casualty and liability insurance policies in the Ordinary Course of Business), subject to reasonable wear and tear and further subject to destruction by casualty or eminent domain. Purchaser shall have the right to inspect the Assets prior to Closing to determine if any Seller has breached the covenants of such Seller in this Section 6.3.1. Seller in all material respects shall comply with the terms conditions and requirements under the Facility Contracts, Tenant Leases, and Licenses and Permits, and shall continue to make all payments due thereunder prior to delinquency (whether or not Purchaser shall assume the same). Seller shall not sell, remove or otherwise dispose of any Assets other than the removal or disposal of worn out or obsolete Personal Property in the Ordinary Course of Business.
Sample 1

Related to Operation, Maintenance and Repair in Ordinary Course of Business

  • OPERATION IN ORDINARY COURSE The Acquiring Fund and the Acquired Fund will each operate its respective business in the ordinary course between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business will include customary dividends and shareholder purchases and redemptions.

  • MAINTENANCE AND REPAIR; RULES Tenant will, at its sole expense, keep and maintain the Premises and appurtenances in good and sanitary condition and repair during the term of this Agreement and any renewal thereof. Without limiting the generality of the foregoing, Tenant shall: (a) Not obstruct the driveways, sidewalks, courts, entry ways, stairs and/or halls, which shall be used for the purposes of ingress and egress only; (b) Keep all windows, glass, window coverings, doors, locks and hardware in good, clean order and repair; (c) Not obstruct or cover the windows or doors; (d) Not leave windows or doors in an open position during any inclement weather; (e) Not hang any laundry, clothing, sheets, etc. from any window, rail, porch or balcony nor air or dry any of same within any yard area or space; (f) Not cause or permit any locks or hooks to be placed upon any door or window without the prior written consent of Landlord; (g) Keep all air conditioning filters clean and free from dirt; (h) Keep all lavatories, sinks, toilets, and all other water and plumbing apparatus in good order and repair and shall use same only for the purposes for which they were constructed. Tenant shall not allow any sweepings, rubbish, sand, rags, ashes or other substances to be thrown or deposited therein. Any damage to any such apparatus and the cost of clearing stopped plumbing resulting from misuse shall be borne by Tenant; (i) And Tenant's family and guests shall at all times maintain order in the Premises and at all places on the Premises, and shall not make or permit any loud or improper noises, or otherwise disturb other residents; (j) Keep all radios, television sets, stereos, phonographs, etc., turned down to a level of sound that does not annoy or interfere with other residents; (k) Deposit all trash, garbage, rubbish or refuse in the locations provided therefor and shall not allow any trash, garbage, rubbish or refuse to be deposited or permitted to stand on the exterior of any building or within the common elements; (l) Abide by and be bound by any and all rules and regulations affecting the Premises or the common area appurtenant thereto which may be adopted or promulgated by the Condominium or Homeowners' Association having control over them.

  • Maintenance and Repair (a) Subject to Landlord’s limited obligations under subparagraph 6(a), by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises as being in good order, condition and repair. Tenant shall, at Tenant’s sole cost and expense, keep the Premises and every part thereof in good condition and repair, including without limitation, the maintenance, repair and replacement of any storefront, doors, window casements, glazing, plumbing, pipes, electrical wiring and conduits, and the heating and air conditioning (“HVAC”) system. Tenant shall obtain a service contract for repairs and maintenance of the HVAC system and shall provide to Landlord a copy of the service contract along with written details of any and all scheduled and other repairs and maintenance performed on the HVAC system within ten (10) days of the date of such performance. Tenant shall, upon the expiration or sooner termination of this Lease, surrender the Premises to Landlord in good condition, broom clean, ordinary wear and tear and damage subject to Paragraph 24 excepted. Except for damage subject to Paragraph 24, any damage caused by Tenant’s use of the Premises shall be repaired at the sole cost and expense of Tenant. (b) Except as specifically provided in subparagraph 6(a) above, Tenant shall repair and maintain the structural portions of the Building, including the exterior walls and roof. Landlord shall not be liable for Tenant’s failure to make such repairs or to perform any maintenance. There shall be no abatement of Rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from the making of any repairs, alterations or improvements in or to any portion of the Building or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant waives any right to make repairs at Landlord’s expense under any law, statute or ordinance now or hereafter in effect. (c) If Tenant refuses or neglects to repair or maintain the Premises, as required herein, to the reasonable satisfaction of Landlord, Landlord shall provide Tenant with written notice of any such refusal or neglect and Tenant shall repair any item mentioned in said notice within thirty (30) days thereafter. If Tenant has not made such repairs within the 30-day period, Landlord may make such repairs without liability to the Tenant for any loss or damage it may accrue to Tenant’s merchandise, fixtures or other property or to Tenant’s business by reason thereof and, upon completion thereof, Tenant shall pay Landlord’s costs for making such repairs upon presentation of a xxxx thereof. In the event Tenant does not pay such xxxx within ten (10) days of its receipt, such failure shall be an event of default hereunder, Landlord shall be entitled to utilize all of its remedies herein and such amount shall bear interest at the rate of eighteen percent (18%) per annum from the date of the notice. Notwithstanding the foregoing, in the event that Tenant in good faith disputes Landlord’s claim that Tenant has failed to repair or maintain any aspect of the Premises, then if Landlord makes any repairs, Tenant shall not be obligated to pay for the repairs or any interest thereon until the dispute is finally determined; provided, that Tenant shall deposit the disputed amount with the Landlord until the dispute is resolved.

  • Maintenance and Repairs (1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, at Tenant's sole cost and expense, maintain the Premises in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Lease.

  • TENANT’S MAINTENANCE AND REPAIR Tenant at its sole expense shall comply with all applicable laws and governmental regulations governing the Premises and make all repairs necessary to keep the Premises in the condition as existed on the Commencement Date (or on any later date that the improvements may have been installed), excepting ordinary wear and tear, including without limitation the electrical and mechanical systems, any air conditioning, ventilating or heating equipment which serves the Premises, all walls, glass, windows, doors, door closures, hardware, fixtures, electrical, plumbing, fire extinguisher equipment and other equipment. Any damage or deterioration of the Premises shall not be deemed ordinary wear and tear if the same could have been prevented by good maintenance practices by Tenant. As part of its maintenance obligations hereunder, Tenant shall, at Landlord’s request, provide Landlord with copies of all maintenance schedules, reports and notices prepared by, for or on behalf of Tenant. Tenant shall obtain preventive maintenance contracts from a licensed heating and air conditioning contractor to provide for regular inspection and maintenance of the heating, ventilating and air conditioning systems servicing the Premises, all subject to Landlord’s approval. All repairs shall be at least equal in quality to the original work, shall be made only by a licensed contractor approved in writing in advance by Landlord (which approval shall not be unreasonably withheld), and shall be made only at the time or times approved by Landlord. Any contractor utilized by Tenant shall be subject to Landlord’s standard requirements for contractors, as modified from time to time. Landlord shall have the right at all times (upon at least 24 hours’ prior notice) to inspect Tenant’s maintenance of all equipment (including without limitation air conditioning, ventilating and heating equipment), and may impose reasonable restrictions and requirements with respect to repairs, as provided in Section 7.3, and the provisions of Section 7.4 shall apply to all repairs. Alternatively, Landlord may elect to make any repair or maintenance required hereunder on behalf of Tenant and at Tenant’s expense, and Tenant shall promptly reimburse Landlord for all costs incurred upon submission of an invoice. Notwithstanding anything to the contrary contained in this Section 7.1, in the event Tenant’s obligation for compliance with all applicable laws and governmental regulations, or making repairs, results in a capital improvement on Tenant’s part (or Tenant’s being obligated to reimburse Landlord for a capital improvement), Tenant shall only be responsible for the amortized cost of such capital improvement (amortized at a market cost of funds as reasonably determined by Landlord) over the useful life of such improvements during the Term (except in the event obligation for any such capital improvement is required due to Tenant’s particular use of the Premises, in which case Tenant shall be fully responsible for the entire cost and installation of such capital improvement).

  • Routine Maintenance, Construction, and Repair The NYISO or Connecting Transmission Owner may interrupt interconnection service or curtail the output of the Small Generating Facility and temporarily disconnect the Small Generating Facility from the New York State Transmission System or Distribution System when necessary for routine maintenance, construction, and repairs on the New York State Transmission System or Distribution System. The NYISO or the Connecting Transmission Owner shall provide the Interconnection Customer with five Business Days notice prior to such interruption. The NYISO and Connecting Transmission Owner shall use Reasonable Efforts to coordinate such reduction or temporary disconnection with the Interconnection Customer.

  • Maintenance, Alteration and Repair (a) Resident is responsible for and agrees to take good care of the premises, fixtures and all common areas. Resident may not remove any of Owner’s property and will not perform any repairs, upgrades, painting, wallpapering, electric changes or other alterations of the premises without prior written consent from Owner. Resident will be responsible for damage from waste stoppages caused by foreign or improper objects or improper use in lines serving bathrooms, damage to fixtures, appliances, doors, windows, screens, damage from water faucets left on or from doors left open, and repairs or replacements to alarm devices necessitated by misuse or damage by Resident and/or guests. Extraordinary appliances or furnishings such as satellite dishes, hot tubs, pool tables, water beds or high utility-consuming devices may not be installed or placed on the premises or anywhere at the Property without Owner’s prior written consent, in its sole discretion. SAMPLE (b) In the case of a malfunction of any utilities or damage by fire, water or similar cause, or any water leak, suspected mold or microbial growth, electrical problem, broken glass, broken lock or any other condition that Resident reasonably believes poses a hazard to health and safety, Resident must promptly notify Owner in writing. Owner will act with reasonable time and diligence in making repairs and reconnections; Resident may not withhold or reduce payment of rent or other charges during such time. Maintenance and repair requested by Resident will generally be performed between 8am and 8pm, unless the work is considered an emergency, in which case work may take place at any time. Owner may temporarily disconnect equipment or utilities to avoid property damage and/or to perform repairs requiring such interruption, in Owner’s sole discretion. Owner will not be liable for any inconvenience, discomfort, disruption or interference with Resident use of the premises because of ongoing repairs, alterations or improvements to the Property or any apartment. (c) Following move-in, Resident is responsible for providing and changing all light bulbs and batteries (for smoke detectors and remote controls) in the assigned apartment. A written maintenance report requesting assistance in changing these items may be submitted for maintenance staff assistance, with extra charges payable by Resident as applicable per Owner’s published rates. From time to time, maintenance staff may enter the assigned apartment with or without notice to inspect and change furnace filters and to provide pest control.

  • Selection of Subcontractors, Procurement of Materials and Leasing of Equipment The contractor shall not discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract. a. The contractor shall notify all potential subcontractors and suppliers and lessors of their EEO obligations under this contract. b. The contractor will use good faith efforts to ensure subcontractor compliance with their EEO obligations.

  • LANDLORD’S MAINTENANCE AND REPAIR Subject to Section 7.1 and Article XI, Landlord shall provide service, maintenance and repair with respect to any air conditioning, ventilating or heating equipment which serves the Premises (exclusive, however, of supplemental HVAC equipment serving only the Premises), and shall maintain in good repair the roof, foundations, footings, the exterior surfaces of the exterior walls of the Building (including exterior glass), and the structural, electrical and mechanical systems, except that Tenant at its expense shall make all repairs which Landlord deems reasonably necessary as a result of the act or negligence of Tenant, its agents, employees, invitees, subtenants or contractors. Landlord shall have the right to employ or designate any reputable person or firm, including any employee or agent of Landlord or any of Landlord's affiliates or divisions, to perform any service, repair or maintenance function. Landlord need not make any other improvements or repairs except as specifically required under this Lease, and nothing contained in this Section shall limit Landlord's right to reimbursement from Tenant for maintenance, repair costs and replacement costs as provided elsewhere in this Lease. Tenant understands that it shall not make repairs at Landlord's expense or by rental offset. Tenant further understands that Landlord shall not be required to make any repairs to the roof, foundations, footings, the exterior surfaces of the exterior walls of the Building (excluding exterior glass), or structural, electrical or mechanical systems unless and until Tenant has notified Landlord in writing of the need for such repair and Landlord shall have a reasonable period of time thereafter to commence and complete said repair, if warranted. All costs of any maintenance, repairs and replacement on the part of Landlord provided hereunder shall be considered part of Project Costs. Tenant further agrees that if Tenant fails to report any such need for repair in writing within sixty (60) days of its discovery by Tenant, Tenant shall be responsible for any costs and expenses and other damages related to such repair which are in excess of those which would have resulted had such need for repair been reported to Landlord within such sixty (60) day period.

  • Conduct of Business in Ordinary Course INT'X.xxx will carry on its business in the ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent with such business, use all reasonable best efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers, consultants and employees and preserve its relationships with customers, suppliers and distributors and others having business dealings with it. INT'X.xxx will confer on a regular and frequent basis with representatives of Parent to report operational matters of a material nature and to report the general status of the ongoing operations of the business of INT'X.xxx. The foregoing notwithstanding, INT'X.xxx will not: (a) other than in the ordinary course of business consistent with prior practice, enter into any material commitment or transaction, including but not limited to any purchase of assets (other than raw materials, supplies or cash equivalents) for a purchase price in excess of $50,000; (b) grant any bonus, severance or termination pay to any officer, director, independent contractor or employee of INT'X.xxx; (c) enter into or amend any agreements pursuant to which any other party is granted support, service, marketing or publishing rights, other than in the ordinary course of business consistent with prior practice, or is granted distribution rights of any type or scope with respect to any products of INT'X.xxx; (d) other than in the ordinary course of business consistent with prior practice, enter into or terminate any contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments, or commitments, or amend or otherwise change in any material respect the terms thereof in a manner adverse to INT'X.xxx; (e) commence a lawsuit other than: (i) for the routine collection of bills, (ii) in such cases where INT'X.xxx in good faith determines that failure to commence suit would result in a material impairment of a valuable aspect of INT'X.xxx's business PROVIDED THAT INT'X.xxx consults with Parent prior to filing such suit, or (iii) for a breach of this Agreement or any agreement related hereto; (f) modify in any material respect existing discounts or other terms and conditions with dealers, distributors and other resellers of INT'X.xxx's products or services in a manner adverse to INT'X.xxx; (g) accelerate the vesting or otherwise modify any INT'X.xxx Option, restricted stock or other outstanding rights or other securities other than any acceleration or modification that results from the execution and performance of this Agreement or any of the transactions contemplated hereby; (h) take any action which would make any representation or warranty in this Agreement untrue or incorrect, as if made as of such time; or (i) agree in writing or otherwise to take any of the foregoing actions.

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