Common use of Operation of the Business Clause in Contracts

Operation of the Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing, the Business Subsidiary shall conduct its operations of the Business in the ordinary course consistent with past practice and in compliance with all applicable Laws and, to the extent consistent therewith, use its reasonable best efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees, preserve its relationships with customers, suppliers and others having business dealings with it and maintain all material existing Permits. (a) Without limiting the generality of the foregoing, prior to the Closing, the Sellers shall not (and shall cause the Business Subsidiary not to) take any actions as set forth below, but only to the extent that such actions relate to the Business, without the written consent of the Buyer: (i) Issue or sell any stock or other securities of the Business Subsidiary or any options, warrants or other rights to acquire any such stock or other securities (except pursuant to the conversion or exercise of options, warrants or other convertible securities outstanding on the date hereof); (ii) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 2.11(a)(viii) or (except for normal increases in the ordinary course of business) increase in any manner the compensation or fringe benefits of, or materially modify the employment terms of, its officers or employees, generally or individually, or hire any new officers or except in the ordinary course of business any new employees; (iii) acquire, sell, lease, license or dispose of any assets or property other than purchases and sales of assets in the ordinary course of business; (iv) mortgage or pledge any of its property or assets or subject any such property or assets to any Liens (other than Permitted Liens); (v) discharge or satisfy any Liens (other than Permitted Liens) or pay any obligation or liability other than in the ordinary course of business; (vi) amend the Business Subsidiary’s charter, by-laws or other organizational documents in a manner that could have an adverse effect on the transactions contemplated by this Agreement; (vii) make any new elections, or changes to any current elections, with respect to Taxes that affect the Acquired Assets; (viii) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any Material Contract or enter into any Contract which would be a Material Contract if it were in existence on the date hereof; (ix) make or commit to make any capital expenditure in excess of $10,000 in the aggregate; (x) institute or settle any Legal Proceeding with respect to the Business other than Legal Proceedings that are Retained Liabilities; (xi) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (A) any of the representations and warranties of the Sellers set forth in this Agreement becoming untrue or (B) any of the conditions to the Closing set forth in Article V not being satisfied; or (xii) agree in writing or otherwise to take any of the foregoing actions. (b) Notwithstanding the limitations set forth in paragraph (a) above, the Business Subsidiary and each Seller shall be permitted to (i) accept capital contributions and loans from any Seller or any of such Seller’s Affiliates and (ii) use any and all cash, cash equivalents and other short term liquid investments of the Business to make dividends, distributions or other payments to any Seller or any of such Seller’s Affiliates. The Buyer confirms that any cash, cash equivalents and other short-term liquid investments which might be attributable to the Business Subsidiary shall belong to and be retained by the Parent (to the extent not included in the Final Closing Statement) without such action constituting a breach of any representation, warranty, covenant or other agreement of the Sellers contained in this Agreement.

Operation of the Business. Except as contemplated by this AgreementAgreement or as disclosed on Section 7.1 of the Disclosure Letter (such exceptions and disclosed matters herein referred to as “Permitted Transactions”), during the period from the date hereof until the earlier of the Closing or the termination of this Agreement Agreement, Seller shall cause the Company and the SCT Subsidiaries to use all commercially reasonable efforts (i) to continue, in a manner consistent with the Closingpast practices of the Business, the Business Subsidiary shall conduct its operations of operating and conducting the Business in the ordinary course consistent course, and (ii) not to take any of the following actions in connection with past practice and in compliance with all applicable Laws andor on behalf of the Business without the prior written approval of Buyer (which approval shall not be unreasonably withheld, to the extent consistent therewith, use its reasonable best efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees, preserve its relationships with customers, suppliers and others having business dealings with it and maintain all material existing Permits.conditioned or delayed): (a) Without limiting the generality sell, lease, transfer or otherwise dispose of or encumber (other than Permitted Liens) any of the foregoing, prior to the Closing, the Sellers shall not (and shall cause the Business Subsidiary not to) take any actions as set forth below, but only to the extent that such actions relate to properties or assets of the Business, without the written consent of the Buyer: other than (i) Issue or sell any stock or other securities of the Business Subsidiary or any options, warrants or other rights to acquire any such stock or other securities (except pursuant to the conversion or exercise of options, warrants or other convertible securities outstanding on the date hereof); (ii) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 2.11(a)(viii) or (except for normal increases in the ordinary course of business, (ii) increase in any manner properties or assets of the compensation Business with an aggregate value less than $500,000 or fringe benefits of, or materially modify (iii) with respect to the employment terms of, its officers or employees, generally or individually, or hire any new officers or except in the ordinary course of business any new employeesDivestiture; (iiib) acquirecancel any material debts or waive any material claims or rights pertaining to the Business, sell, lease, license or dispose of any assets or property other than purchases and sales of assets except in the ordinary course of business; (c) grant any increase in the compensation of officers or employees, except for increases (i) in the ordinary course of business and consistent with past practice, (ii) as a result of collective bargaining, (iii) as required by any Benefit Plan or agreement, or (iv) mortgage or pledge any of its property or assets or subject any such property or assets to any Liens (other than Permitted Liens)as required by Law; (vd) discharge or satisfy any Liens (other than Permitted Liens) or pay any obligation or liability other than except in the ordinary course of business, incur, assume or guarantee any Funded Debt other than (i) purchase money borrowings, (ii) refunding of existing Funded Debt, (iii) indebtedness to an Affiliate incurred in the ordinary course of business, and (iv) other Funded Debt with an aggregate principal amount of less than $1,000,000; (vie) amend issue, sell or grant any shares of capital stock of the Business Subsidiary’s charter, by-laws Company or any capital stock or other organizational documents in a manner that could have an adverse effect on equity interest of any SCT Subsidiary, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the transactions contemplated by this Agreementright to subscribe for, any shares of such capital stock or other equity interest other than with respect to the Divestiture; (viif) make any new electionsvoluntary investments in or acquisitions on behalf of or for the Business (by purchase of securities or assets, merger or consolidation, or changes otherwise) of other Persons, businesses or divisions thereof for consideration in excess of $500,000 in the aggregate for all such investments and acquisitions, except for acquisitions in settlement of outstanding debts or pursuant to bankruptcy or restructuring plans of entities of which the Company or any current elections, with respect to Taxes that affect of the Acquired AssetsSCT Subsidiaries is a creditor; (viiig) make loans or advances on behalf of or for the Business (other than travel and similar advances to its employees and trade credit to customers in the ordinary course of business) to any Person, except for those loans or advances not in excess of $5,000 in the aggregate outstanding at any time without taking into account any Permitted Transactions; (h) amend in any respect the organizational or charter documents of the Company or any of the SCT Subsidiaries; (i) adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization of the Company or any of the SCT Subsidiaries (other than as contemplated hereby); (j) enter into, amend, terminate, take into any new customer or omit to supplier Contract involving aggregate payments or sales in excess of $500,000; (k) take any action that would constitute cause the Company or any SCT Subsidiary (other than any SCT Subsidiary that is not currently a violation of or default under, or waive any rights under, any Material Contract or enter into any Contract which would qualified subchapter S subsidiary) to not be a Material Contract if it were qualified subchapter S subsidiary as defined in existence on the date hereof; (ixSection 1361(b)(3)(B) make or commit to make any capital expenditure in excess of $10,000 in the aggregate; (x) institute or settle any Legal Proceeding with respect to the Business other than Legal Proceedings that are Retained Liabilities; (xi) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (A) any of the representations and warranties Code as of the Sellers set forth in this Agreement becoming untrue or (B) any of the conditions to the Closing set forth in Article V not being satisfiedDate; or (xiil) agree agree, whether in writing or otherwise otherwise, to take do any of the foregoing actions. (b) Notwithstanding foregoing; provided, however, that the limitations set forth in paragraph (aclauses Section 7.1(a) abovethrough Section 7.1(l) shall not apply to any action, transaction or event occurring exclusively between the Business Company and any SCT Subsidiary and each Seller shall be permitted to (i) accept capital contributions and loans from any Seller or between any of such Seller’s Affiliates and (ii) use any and all cash, cash equivalents and other short term liquid investments of the Business to make dividends, distributions or other payments to any Seller or any of such Seller’s Affiliates. The Buyer confirms that any cash, cash equivalents and other short-term liquid investments which might be attributable to the Business Subsidiary shall belong to and be retained by the Parent (to the extent not included SCT Subsidiaries in the Final Closing Statement) without such action constituting a breach ordinary course of any representation, warranty, covenant or other agreement of the Sellers contained in this Agreementbusiness.

Operation of the Business. Except as contemplated by this AgreementAgreement or the Employee Matters Agreement (such exceptions and disclosed matters herein referred to as “Permitted Transactions”), during the period from the date hereof until the earlier of the Closing and the termination of this Agreement Agreement, Seller shall, and shall cause its Subsidiaries to, use commercially reasonable efforts (i) to continue, in a manner consistent with the Closingpast practices of the Business, the Business Subsidiary shall conduct its operations of operating and conducting the Business in the ordinary course consistent with past practice in all material respects, (ii) to maintain and in compliance with all applicable Laws and, to the extent consistent therewith, use its reasonable best efforts to preserve intact its current business Business organization, keep its physical assets operations, assets, properties and franchises in good working condition, keep available the services of its current officers and employees, preserve its relationships with customers, suppliers and others having business dealings with it and maintain all material existing Permits.respects, and (iii) not to take any of the following actions in connection with or on behalf of the Business without the prior written approval of Buyer (which approval shall not be unreasonably withheld, conditioned or delayed): (a) Without limiting the generality of the foregoing, prior to the Closing, the Sellers shall not (and shall cause the Business Subsidiary not to) take any actions as set forth below, but only to the extent that such actions relate to the Business, without the written consent of the Buyer: (i) Issue or sell any stock or other securities of the Business Subsidiary or any options, warrants or other rights to acquire any such stock or other securities (except pursuant to the conversion or exercise of options, warrants or other convertible securities outstanding on the date hereof); (ii) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 2.11(a)(viii) or (except for normal increases in the ordinary course of business) increase in any manner the compensation or fringe benefits of, or materially modify the employment terms of, its officers or employees, generally or individually, or hire any new officers or except in the ordinary course of business any new employees; (iii) acquire, sell, lease, license transfer or otherwise dispose of any assets or property other than purchases and sales of assets in the ordinary course of business; (iv) mortgage encumber or pledge any of its property or assets or subject any such property or assets to any Liens (other than Permitted Liens); (v) discharge or satisfy any Liens place a Lien on (other than Permitted Liens) or pay any obligation or liability of the material assets of the Business, other than in the ordinary course of business; (vib) amend cancel any material debts or waive any material claims or rights pertaining to the Business, except in the ordinary course of business; (c) grant any increase in the compensation of officers or employees of the Business Subsidiary’s charteror pay or provide, by-laws or increase or accelerate the accrual rate, vesting or timing of payment or funding of, any compensation, benefits or other organizational documents rights of any employee of the Business, except for increases, changes or payments (i) in a manner that could have an adverse the ordinary course of business and consistent with past practice, (ii) pursuant to Contracts or employee benefit plans in effect as of the date hereof, or (iii) as required by Law; (d) except as required by applicable Law or the terms of any employee benefit plan as in effect on the transactions contemplated by date of this Agreement, establish, adopt, or become a party to any new employee benefit or compensation plan or program or amend or waive any material provision under or terminate any employee benefit plan; (viie) except in the ordinary course of business, incur, assume or guarantee any indebtedness for borrowed money other than (i) indebtedness to an Affiliate incurred in the ordinary course of business, and (ii) other indebtedness for borrowed money that is not material to the results of operations or financial condition of the Business or which otherwise would not be an Assumed Liability or Remaining Canadian Obligation; (f) make any new electionsinvestment or acquisition either by purchase of stock or securities, contributions to capital, property transfers, merger or changes to purchase of all or any current electionssignificant portion of the property or assets of any other individual, with respect to Taxes that affect corporation or other entity, other than in the Acquired Assetsordinary course of business; (viiig) enter intoimplement or adopt any material change in the financial accounting principles, amendpractices or methods of the Business, terminateother than as may be required by applicable Law, take GAAP or omit to take any action that would constitute a violation of or default under, or waive any rights under, any Material Contract or enter into any Contract which would be a Material Contract if it were in existence on the date hereofregulatory guidelines; (ixh) make or commit to make any capital expenditure in excess of $10,000 except in the aggregate; (x) institute ordinary course of business, make loans or settle any Legal Proceeding with respect to advances on behalf of or for the Business other than Legal Proceedings to any Person that are Retained Liabilities; (xi) take any action would be an Assumed Liability or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (A) any of the representations and warranties of the Sellers set forth in this Agreement becoming untrue or (B) any of the conditions to the Closing set forth in Article V not being satisfiedRemaining Canadian Obligation; or (xiii) agree agree, whether in writing or otherwise otherwise, to take do any of the foregoing actionsforegoing. (b) Notwithstanding the limitations set forth in paragraph (a) above, the Business Subsidiary and each Seller shall be permitted to (i) accept capital contributions and loans from any Seller or any of such Seller’s Affiliates and (ii) use any and all cash, cash equivalents and other short term liquid investments of the Business to make dividends, distributions or other payments to any Seller or any of such Seller’s Affiliates. The Buyer confirms that any cash, cash equivalents and other short-term liquid investments which might be attributable to the Business Subsidiary shall belong to and be retained by the Parent (to the extent not included in the Final Closing Statement) without such action constituting a breach of any representation, warranty, covenant or other agreement of the Sellers contained in this Agreement.

Operation of the Business. Except for the Reorganization and as ------------------------- otherwise contemplated by this AgreementAgreement or as disclosed on Schedule 5.1 (such ------------ exceptions and disclosed matters herein referred to as "Permitted --------- Transactions"), during Sellers covenant that until the period from Closing Date they shall take no ------------ affirmative action to change the date of this Agreement to the Closing, the Business Subsidiary shall conduct its operations past practices and operation of the Business in and shall not, without the ordinary course prior written approval of Buyers or except as otherwise contemplated by this Agreement or constituting a Permitted Transaction, direct the Purchased Entities or their officers to take any of the following actions (excluding any such actions as are consistent with past practice and in compliance with all applicable Laws and, the existing business plans of the Purchased Entities or as are a consequence of or related to the extent consistent therewith, use its reasonable best efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees, preserve its relationships with customers, suppliers and others having business dealings with it and maintain all material existing Permits.a Permitted Transaction): (a) Without limiting the generality with respect to any Purchased Entity, amend its Articles of the foregoingIncorporation, prior to the ClosingBy-laws, the Sellers shall not (and shall cause the Business Subsidiary not to) take any actions as set forth below, but only to the extent that such actions relate to the Business, without the written consent of the Buyer: (i) Issue or sell any stock partnership agreement or other comparable organizational document, or issue or agree to issue any additional partnership interests, shares of capital stock of any class or series, or other ownership interests or any securities convertible into or exchangeable for partnership interests, shares of the Business Subsidiary capital stock of any class or series or other ownership interests, or issue any options, warrants or other rights to acquire any such partnership interests, shares of capital stock of any class or series or other securities (except pursuant to the conversion or exercise of options, warrants or other convertible securities outstanding on the date hereof)ownership interests; (b) sell, lease, transfer or otherwise dispose of or encumber any of their properties or assets pertaining to the Business, other than (i) in the ordinary course of business consistent with past practices, and (ii) enter into, adopt transfers by one Purchased Entity to another Purchased Entity; (c) declare or amend pay any Employee Benefit Plan dividend or any employment or severance agreement or arrangement distribution in respect of the type described equity securities of any Purchased Entity, except that the Harrisburg Proceeds may be so distributed at the election of Seller Parent, in Section 2.11(a)(viiiwhich case the Purchase Price shall be reduced by the amount of such dividend or distribution; (d) incur, assume or guarantee any indebtedness for borrowed money other than (except i) purchase money borrowings, (ii) indebtedness for normal increases borrowed money incurred in the ordinary course of business, (iii) increase in any manner the compensation refunding of existing indebtedness and (iv) indebtedness to Sellers or fringe benefits of, or materially modify the employment terms of, its officers or employees, generally or individually, or hire any new officers or except in the ordinary course an Affiliate of business any new employeesSellers; (iii) acquire, sell, lease, license or dispose of any assets or property other than purchases and sales of assets in the ordinary course of business; (iv) mortgage or pledge any of its property or assets or subject any such property or assets to any Liens (other than Permitted Liens); (v) discharge or satisfy any Liens (other than Permitted Liens) or pay any obligation or liability other than in the ordinary course of business; (vi) amend the Business Subsidiary’s charter, by-laws or other organizational documents in a manner that could have an adverse effect on the transactions contemplated by this Agreement; (viie) make any new elections, or changes to any current elections, with respect to Taxes that affect the Acquired Assets; (viii) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any Material Contract or enter into any Contract which would be a Material Contract if it were in existence on the date hereof; (ix) make or commit to make any capital expenditure in excess of $10,000 change in the aggregate; (x) institute accounting principles or settle any Legal Proceeding with respect to practices reflected in the Business other than Legal Proceedings that are Retained Liabilities; (xi) take any action Financial Statements or fail to take any action permitted by this Agreement with in the knowledge that methods of applying such action principles or failure to take action would result in (A) any of the representations and warranties of the Sellers set forth in this Agreement becoming untrue or (B) any of the conditions to the Closing set forth in Article V not being satisfiedpractices; or (xiif) agree agree, whether in writing or otherwise otherwise, to take do any of the foregoing actionsforegoing. (b) Notwithstanding the limitations set forth in paragraph (a) above, the Business Subsidiary and each Seller shall be permitted to (i) accept capital contributions and loans from any Seller or any of such Seller’s Affiliates and (ii) use any and all cash, cash equivalents and other short term liquid investments of the Business to make dividends, distributions or other payments to any Seller or any of such Seller’s Affiliates. The Buyer confirms that any cash, cash equivalents and other short-term liquid investments which might be attributable to the Business Subsidiary shall belong to and be retained by the Parent (to the extent not included in the Final Closing Statement) without such action constituting a breach of any representation, warranty, covenant or other agreement of the Sellers contained in this Agreement.

Operation of the Business. Except as otherwise contemplated by this AgreementAgreement or as disclosed in Schedule 5.1, during Eagle covenants that until the period from Closing it will use all reasonable efforts to continue (or cause to be continued), in a manner consistent with the date past practices of this Agreement the Business, to maintain and preserve intact the ClosingBusiness, the Assets and the goodwill associated therewith, and to maintain (or cause to be maintained) the ordinary and customary relationships of the Business Subsidiary with its suppliers, customers and others having business relationships with it with a view toward preserving for Buyer and IP Buyer to and after the Closing Date the Business, the Assets and the goodwill associated therewith. Until the Closing Date, Eagle shall continue to operate and conduct its operations of the Business in the ordinary course consistent course, and maintain its books and records in accordance with past practice practices and in compliance with all applicable Laws and, to will not without the extent consistent therewith, use its reasonable best efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available prior written approval of Buyer or as otherwise contemplated by this Agreement or Schedule 5.1 take any of the services of its current officers and employees, preserve its relationships with customers, suppliers and others having business dealings with it and maintain all material existing Permits.following actions: (a) Without limiting the generality sell, transfer or otherwise dispose of the foregoing, prior to the Closing, the Sellers shall not (and shall cause the Business Subsidiary not to) take or encumber any actions as set forth below, but only to the extent that such actions relate of its properties or assets pertaining to the Business, without the written consent of the Buyer: other than (i) Issue or sell any stock or other securities of the Business Subsidiary or any options, warrants or other rights to acquire any such stock or other securities (except pursuant to the conversion or exercise of options, warrants or other convertible securities outstanding on the date hereof); (ii) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 2.11(a)(viii) or (except for normal increases in the ordinary course of business) increase in any manner the compensation or fringe benefits of, or materially modify the employment terms of, its officers or employees, generally or individually, or hire any new officers or except Inventory in the ordinary course of business consistent with past practice or (ii) any new employeesproperty or asset (other than machinery, vehicles, computers and equipment) which is not material to the results of operations, financial condition or business of the Business taken as a whole; (iiib) acquirecancel any debts or waive any claims or rights pertaining to the Business, sell, lease, license or dispose of any assets or property other than purchases and sales of assets except in the ordinary course of business; (ivc) mortgage grant any increase in the compensation of officers or pledge any of its property or assets or subject any such property or assets to any Liens employees primarily engaged in the Business, except for increases (other than Permitted Liens); (vi) discharge or satisfy any Liens (other than Permitted Liens) or pay any obligation or liability other than in the ordinary course of businessbusiness and consistent with past practice (which do not exceed three percent (3%) of annual compensation) or (ii) as required by any Benefit Plan; (vid) amend make any capital expenditure or commitment or grant any trade discount pertaining to the Business Subsidiary’s charterBusiness, by-laws other than (i) in the ordinary course of business consistent with past practice or other organizational documents in a manner that could have an adverse effect on the transactions contemplated by this Agreement(ii) pursuant to existing commitments or business plans previously delivered to Buyer; (viie) make any new elections, or changes to any current elections, except with respect to Taxes that affect endorsement of negotiable instruments in the Acquired Assetsordinary course of its Business consistent with past practice, incur, assume or guarantee any indebtedness for borrowed money other than (i) purchase money borrowings, (ii) indebtedness for borrowed money incurred in the ordinary course of business consistent with past practice, (iii) refundings of existing indebtedness and (iv) other indebtedness for borrowed money which is not material to the results of operations, financial condition, or business of the Business taken as a whole; (viiif) enter into, amend, terminatemodify, take terminate (partially or omit completely), grant any waiver under or give any consent with respect to take any action that would constitute a violation of or default under, or waive any rights under, any Material material Contract or enter into any Contract which would be a Material Contract if it were in existence on the date hereofmaterial License and Permit; (ixg) make violate, breach or commit to make default under in any capital expenditure in excess of $10,000 in the aggregate; (x) institute material respect, or settle any Legal Proceeding with respect to the Business other than Legal Proceedings that are Retained Liabilities; (xi) take any action or fail to take any action permitted by this Agreement that (with the knowledge that such action or failure to take action without notice or lapse of time or both) would result constitute a material violation or breach of, or default under, any term or provision of any Contract or any License and Permit; (h) engage in (A) any of the representations and warranties of the Sellers set forth in this Agreement becoming untrue or (B) any of the conditions transaction with respect to the Closing set forth Business with any officer, director or affiliate of Eagle or any stockholder of Holdings (except for transactions which will be the exclusive liability of Eagle or Holdings after the Closing); (i) make any change in Article V not being satisfiedany method of accounting or accounting principle, method or practice except for any such change required by reason of a concurrent change in generally accepted accounting principles, or write down the value of any Inventory except in the ordinary course of business consistent with past practice; (j) settle, release or forgive any claim or litigation or waive any right thereto, in each case pertaining to the Business, except in the ordinary course of business (except for settlements, releases or forgiveness which will be the exclusive liability of Eagle or Holdings after the Closing); (k) make any material change in any method of purchasing, selling, marketing, management or other operations with respect to the Business; or (xiil) agree agree, whether in writing or otherwise otherwise, to take do any of the foregoing actionsforegoing. (b) Notwithstanding the limitations set forth in paragraph (a) above, the Business Subsidiary and each Seller shall be permitted to (i) accept capital contributions and loans from any Seller or any of such Seller’s Affiliates and (ii) use any and all cash, cash equivalents and other short term liquid investments of the Business to make dividends, distributions or other payments to any Seller or any of such Seller’s Affiliates. The Buyer confirms that any cash, cash equivalents and other short-term liquid investments which might be attributable to the Business Subsidiary shall belong to and be retained by the Parent (to the extent not included in the Final Closing Statement) without such action constituting a breach of any representation, warranty, covenant or other agreement of the Sellers contained in this Agreement.

Operation of the Business. Except as contemplated by this Agreement, during the period from From and after the date of this Agreement to until the Closing, the Business Subsidiary Company shall, and shall cause each of its Subsidiaries to, conduct its operations of the Business their respective businesses only in the ordinary course consistent with the past practice of the Company and its Subsidiaries and, in compliance any event, in all material respects in accordance with all applicable Laws and, to the extent consistent therewith, use its reasonable best efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees, preserve its relationships with customers, suppliers and others having business dealings with it and maintain all material existing Permits. (a) Law. Without limiting the generality of the foregoing, prior to between the date of this Agreement and the Closing, except as required by Law or with the Sellers shall not (and shall cause the Business Subsidiary not to) take any actions as set forth below, but only to the extent that such actions relate to the Business, without the prior written consent of the BuyerInvestor, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, do any of the following: (ia) Issue amend or sell otherwise change the Memorandum and Articles of Association, or any stock similar charter or other securities constitutional document of any of the Business Subsidiary Company’s Subsidiaries; (b) issue, deliver, sell, make any offer with respect to, pledge, mortgage, dispose of, transfer, subject to any Lien or encumber any shares, ownership interests, equity interests or voting securities, or any options, warrants warrants, convertible securities or other rights of any kind to acquire or receive any such shares of, any other ownership interests or any voting securities (including share appreciation rights, phantom stock or other securities similar instruments) of the Company or any of its Subsidiaries (in each case except for the issuance of Common Shares pursuant to the conversion Notes or exercise awards granted in accordance with the terms of options, warrants or other convertible securities outstanding on the date hereofany Equity Incentive Plan); (iic) enter intodeclare, adopt set aside, make or amend pay any Employee Benefit Plan dividend or other distribution, payable in cash, shares, property or otherwise, with respect to any of the share capital of the Company or any employment or severance agreement or arrangement of the type described in Section 2.11(a)(viii) or its Subsidiaries (except for normal increases in any dividend or distribution by a Subsidiary of the ordinary course Company to the Company or another Subsidiary of business) increase in any manner the compensation or fringe benefits of, or materially modify the employment terms of, its officers or employees, generally or individually, or hire any new officers or except Company in the ordinary course of business consistent with past practice) or enter into any new employeesagreement with respect to the voting or registration of its share capital, except for quarterly dividends in the amount of $0.025 per Common Share; (iiid) reclassify, combine, split, subdivide, increase the authorized number of, or amend the terms of, or redeem, purchase or otherwise acquire, directly or indirectly, any Common Shares (other than the acquisition of Common Shares tendered in accordance with an Equity Incentive Plan), or reclassify, combine, split or subdivide, increase the authorized amount or number of, or amend the terms of, any share capital or other ownership interests of any of the Company’s Subsidiaries, or make any change to the number of Common Shares which is represented by an ADS, provided that the Company may continue to purchase up to $5 million of ADSs under the Company’s previously announced share buyback programs; (e) acquire (whether by merger, consolidation or acquisition of stock or assets or otherwise) in one transaction or any series of related transactions any equity interests in any corporation, partnership, joint venture or other business organization or division thereof or any material property or assets, or sell, pledge, mortgage, lease, license license, subject to any Lien, transfer or otherwise dispose of any (whether by merger, consolidation or acquisition of stock or assets or property otherwise) any of the properties or assets of the Company or any of its Subsidiaries (including any Intellectual Property) other than purchases and or sales in the ordinary course of assets business or direct or indirect property acquisitions pending or in planning as of the date hereof which have been disclosed to the Investor; (f) terminate, cancel, transfer, assign, license, encumber or request or agree to any material change in or waiver under any agreement or binding commitment that is referred to or described in the SEC Reports, or filed as an exhibit to the SEC Reports, or enter into or amend any agreement or binding commitment that would be required to be filed by the Company as an exhibit to an SEC Report, except in connection with matters or actions otherwise permitted under this Section 8.2; (g) incur, issue, prepay, syndicate, redeem, otherwise acquire, refinance or modify in any material respect the terms of any Indebtedness, or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make, forgive or cancel any loans, advances or capital contributions to, or investments in, any other Person (other than a wholly owned Subsidiary of the Company), in each case in an amount in excess of $100,000,000 in the aggregate or guarantees of customer mortgages in the ordinary course of business; (ivh) mortgage appoint or pledge change the accounting firm responsible for the audit of the Company and its Subsidiaries, or make any material change of accounting or audit policies of the Company or any of its property or assets or subject any such property or assets to any Liens (Subsidiaries other than Permitted Liens)such change required by the auditor of the Company; (vi) discharge except as required by applicable Law, (1) increase the compensation or fringe benefits of any of its directors or officers other than ordinary periodic salary or compensation adjustments consistent with the past practice, (2) grant or increase any severance or termination pay, or any retention pay, (3) waive or amend in any respect any performance, or vesting criteria or accelerate vesting, exercisability or funding under any Equity Incentive Plan, or (4) establish, adopt, enter into or amend or terminate any Plan other than the establish or adoption of an equity incentive plan that is an Equity Incentive Plan; (j) pay, discharge, settle or satisfy any Liens claim, litigation, investigation, legal proceeding, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than Permitted Liensthe payment, discharge, settlement or satisfaction of liabilities or obligations as they become due in the ordinary course of business and consistent with past practice or in an amount not in excess of $10,000,000 in the aggregate; (k) enter into, consummate, or pay amend the terms of, any obligation agreement or liability other than transaction (including, without limitation, loans, advances (except advances for business expenses in the ordinary course of business) or guarantees of Indebtedness) with or for the benefit of any of the officers or directors of the Company or any Affiliate of the Company or any of their respective family members; (vil) amend the Business Subsidiary’s charteradopt or enter into a plan of complete or partial liquidation, by-laws scheme of arrangement, dissolution, merger, consolidation, restructuring, recapitalization or other organizational documents in a manner that could have an adverse effect on reorganization of such entity (other than among the transactions contemplated by this AgreementCompany’s Subsidiaries); (viim) make cease to conduct the business of Company and its Subsidiaries as it is currently conducted or engage in the conduct of any new electionsline of business material to the Company and its Subsidiaries, or changes to any current elections, with respect to Taxes that affect the Acquired Assetstaken as a whole; (viii) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any Material Contract or enter into any Contract which would be a Material Contract if it were in existence on the date hereof; (ixn) make or commit to make authorize any capital expenditure single Capital Expenditure in excess of $10,000 5,000,000 or Capital Expenditures in excess of $100,000,000 in the aggregate; (xo) institute approve any budget or settle business plan of the Company or its Subsidiaries, or make any Legal Proceeding with respect to the Business modification thereto, other than Legal Proceedings that are Retained Liabilitiesin ordinary course of business consistent with past practices; (xip) take any action or fail to take any action permitted that is intended to, or would reasonably be expect to, individually or in the aggregate, prevent, materially delay or materially impede the ability of the Company or the Guarantors to consummate the transactions contemplated by this Agreement and the other Transaction Documents; (q) increase or decrease of the size of the Board or any committee thereof (except as otherwise expressly provided herein); (r) initiate any bankruptcy or insolvency related proceeding relating to the Company or any of its Subsidiaries; (s) fail to make in a timely manner any flings or registrations required to be made by the Company with (1) the knowledge that such action SEC required under the Securities Act or failure to take action would result in the Exchange Act, or (A2) any of the representations other Governmental Authority, including MOFCOM, SAIC, SAFE and warranties of the Sellers set forth in this Agreement becoming untrue or (B) any of the conditions to the Closing set forth in Article V not being satisfiedSAT; or (xiit) authorize, agree in writing or otherwise commit to take do any of the foregoing actionsforegoing. (b) Notwithstanding the limitations set forth in paragraph (a) above, the Business Subsidiary and each Seller shall be permitted to (i) accept capital contributions and loans from any Seller or any of such Seller’s Affiliates and (ii) use any and all cash, cash equivalents and other short term liquid investments of the Business to make dividends, distributions or other payments to any Seller or any of such Seller’s Affiliates. The Buyer confirms that any cash, cash equivalents and other short-term liquid investments which might be attributable to the Business Subsidiary shall belong to and be retained by the Parent (to the extent not included in the Final Closing Statement) without such action constituting a breach of any representation, warranty, covenant or other agreement of the Sellers contained in this Agreement.

Operation of the Business. Except as contemplated by otherwise provided in this AgreementAgreement or as disclosed in Section 6.1 of the Disclosure Letter, during the period from the date of this Agreement to hereof until the Closing, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld) Seller shall, and it shall cause its Subsidiaries in respect of the Business Subsidiary shall to, continue to operate and conduct its operations of the Business in the ordinary course of business consistent with past practice and in compliance with all applicable Laws and, to the extent consistent therewith, use its commercially reasonable best efforts to preserve intact its current business organization, keep its physical assets the Business in good working condition, keep available the services of its current officers and employees, preserve its relationships with customers, suppliers and others having business dealings with it and maintain all material existing Permits. (a) Without respects. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, prior to the Closing, the Sellers Seller shall not (and shall cause the Business Subsidiary its Subsidiaries not to) take any actions as set forth below, but only to the extent that such actions relate to the Business, without the prior written consent approval of Purchaser (which approval shall not be unreasonably withheld), take any of the Buyerfollowing actions with respect to the Purchased Assets, the Transferred IP Rights, the Transferred Trademarks, the Transferred IP Licenses or the Business: (ia) Issue or sell any stock or other securities of the Business Subsidiary or any options, warrants or other rights to acquire any such stock or other securities (except pursuant to the conversion or exercise of options, warrants or other convertible securities outstanding on the date hereof); (ii) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 2.11(a)(viii) or (except for normal increases in the ordinary course of business) increase in any manner the compensation or fringe benefits of, or materially modify the employment terms of, its officers or employees, generally or individually, or hire any new officers or except in the ordinary course of business any new employees; (iii) acquiretransfer, sell, lease, license or otherwise convey or dispose of of, or subject to any assets or property Lien (other than purchases and Permitted Liens) on, any of the Purchased Assets, other than (i) sales of assets inventory in the ordinary course of business or (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business; (ivb) mortgage grant any increase in the compensation or pledge benefits arrangements of any Business Employee or under any Seller Plan, except for increases in the compensation or benefits of such employees: (i) in the ordinary course of business (excluding severance or bonuses, in either case payable by Seller upon consummation of the transactions contemplated by this Agreement, for Business Employees), (ii) as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (iii) as required by applicable Law from time to time in effect or by any employee benefit plan, program or arrangement sponsored by Seller or one of its property Subsidiaries as in effect on the date hereof or assets or subject any such property or assets to any Liens (other than Permitted Liens); (v) discharge or satisfy any Liens (other than Permitted Liens) or pay any obligation or liability hire new Business Employees other than in the ordinary course of business; (vic) amend cancel, compromise, release or assign any Indebtedness owed to the Business Subsidiary’s charteror any claims held by the Business, by-laws or other organizational documents than in a manner that could have an adverse effect on the transactions contemplated by this Agreementordinary course of business consistent with past practice; (viid) make terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any new elections, or changes to such contract) in any current elections, material respect the terms of any Assumed Material Contract other than in the ordinary course of business consistent with respect to Taxes that affect the Acquired Assetspast practice; (viiie) enter intosell, amendtransfer, terminate, take license or omit to take any action that would constitute a violation of otherwise convey or default underdispose of, or waive incur or suffer the imposition of any rights underLien (other than Permitted Liens) on, any Material Contract Transferred IP Right, Transferred Trademark or enter into any Contract which would be a Material Contract if it were Transferred IP License, other than non-exclusive licenses in existence on connection with sales or licenses of products in the date hereofordinary course of business consistent with past practice; (ixf) make commence or commit to make settle any capital expenditure in excess of $10,000 in the aggregatematerial Proceeding; (xg) institute or settle incur any Legal Proceeding with respect to the Business material accounts payable other than Legal Proceedings that are Retained Liabilities; (xi) take any action in the ordinary course of business consistent with past practice or fail pursuant to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (A) any of the representations and warranties of the Sellers set forth in this Agreement becoming untrue or (B) any of the conditions to the Closing set forth in Article V not being satisfiedobligations under existing Assumed Contracts; or (xiih) agree in writing or otherwise commit to take do any of the foregoing actions. (b) Notwithstanding foregoing. Not fewer than five Business Days prior to the limitations set forth in paragraph (a) aboveClosing, the Business Subsidiary and each Seller shall be permitted deliver to (iPurchaser a supplement to Section 4.5(a) accept capital contributions and loans from any of the Disclosure Letter, which shall identify those Contracts entered into by Seller or any its Subsidiaries after the date of such Seller’s Affiliates and (ii) use any and all cash, cash equivalents and other short term liquid investments this Agreement not in violation of the Business to make dividends, distributions or other payments to any Seller or any of terms hereof which would have constituted “Assumed Material Contracts” if such Seller’s Affiliates. The Buyer confirms that any cash, cash equivalents and other short-term liquid investments which might be attributable to the Business Subsidiary shall belong to and be retained by the Parent (to the extent not included Contracts had been in the Final Closing Statement) without such action constituting a breach of any representation, warranty, covenant or other agreement effect as of the Sellers contained date hereof, and such Contracts identified on such supplement to Section 4.5(a) of the Disclosure Letter shall be deemed “Assumed Material Contracts” for all purposes hereof so long as such Contracts were entered into in this Agreementaccordance with the terms hereof.

Operation of the Business. (a) Except as contemplated (i) required by this Agreementapplicable Law or any Governmental Authority, (ii) expressly permitted hereby, or (iii) Buyer may consent to in writing, during the period from the date of this Agreement to hereof until the ClosingClosing Date, the Business Subsidiary Seller and Stockholders shall use commercially reasonable efforts to, (x) conduct its operations of the Business in the ordinary course consistent with past practice practice, (y) preserve the business operations and in compliance organization of the Business, and (z) preserve the present relationships with all applicable Laws and, to the extent consistent therewith, use its reasonable best efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees, preserve its relationships with customers, suppliers Material Customers and others having business dealings with it and maintain all material existing PermitsMaterial Suppliers of the Business. (ab) Without limiting the generality of the foregoing, prior from the date hereof until the Closing Date, except as (i) expressly permitted hereby, or (ii) Buyer may consent to the Closingin writing, the Sellers shall not (and shall cause the Business Subsidiary not to) take none of Seller, any actions as set forth belowStockholder or any of their Affiliates shall, but only to the extent that such actions relate to the Business, without the written consent of the Buyerdirectly or indirectly: (i) Issue or sell make any stock or cash distribution, other securities of the Business Subsidiary or any options, warrants or other rights than to acquire any such stock or other securities (except pursuant to the conversion or exercise of options, warrants or other convertible securities outstanding on the date Anders Gratte as described in Section 2.02(a) hereof); (ii) enter intomake any deviation from an interim budget plan approved by Buyer; (iii) make any material change in any method of accounting or tax or accounting practice for the Business, adopt except as required by GAAP or amend as disclosed in the notes to the Financial Statements; (iv) cause any Employee Benefit Plan damage, destruction or loss, or any employment material interruption in use, of any Purchased Assets, whether or severance agreement not covered by insurance; (v) incur any indebtedness in an aggregate amount exceeding £10,000; (vi) sell or arrangement otherwise dispose of any of the type described in Section 2.11(a)(viii) or (Purchased Assets, except for normal increases in the ordinary course sale of business) increase in any manner the compensation or fringe benefits of, or materially modify the employment terms of, its officers or employees, generally or individually, or hire any new officers or except Inventory in the ordinary course of business any new employees; (iii) acquire, sell, lease, license or dispose of any assets or property other than purchases and sales of assets which Seller has replenished in the ordinary course of business; (ivvii) mortgage cancel any debts or pledge claims or amend, terminate or waive any of its property or assets or subject any such property or assets to any Liens (other than Permitted Liens)rights constituting Purchased Assets; (vviii) discharge incur any capital expenditures; (ix) impose any Encumbrance upon any of the Purchased Assets, except for Permitted Encumbrances (x) adopt any plan of merger, consolidation, reorganization, liquidation or satisfy dissolution or filing of a petition in bankruptcy under any Liens provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (other than Permitted Liensxi) purchase or pay acquire any obligation property or liability other than asset that constitutes a Purchased Asset for an amount in excess of £10,000, except for purchases of Inventory or supplies in the ordinary course of business; (vixii) modify, amend or terminate (other than by expiration of the term thereof) any Material Contract, or, other than in the ordinary course of business, enter into any Material Contract; (xiii) surrender, revoke or terminate (other than by expiration of the term thereof) of any Permit; (xiv) make any material change to the policies or procedures related to the Business Subsidiary’s charter(including cash management practices or policies, by-laws including any acceleration of the collection of material accounts receivable or any delay in the payment of material accounts payable or other organizational documents material accrued expenses or payables), make any material reduction of the services, or make any changes in a manner billing rates; (xv) fail to exercise any rights of renewal with respect to any Leased Real Property that could have an adverse effect on by its terms would otherwise expire; (xvi) modify, cancel or fail to renew any Insurance Policy; (xvii) grant or acquire, dispose of or permit to lapse, any rights to any material Business Intellectual Property, or disclose or agree to disclose to any Person, other than Representatives of Buyer, any material Trade Secret; (xviii) settle, or offer, agree or propose to settle, or consent to judgment in, (i) any Action in excess of £10,000 individually or in the aggregate as long as such settlement or compromise does not impose any material equitable relief on, or admit any wrongdoing with respect to, Buyer or its Affiliates, or (ii) any Action relating to the transactions contemplated by this Agreementhereby; (viixix) make any new elections, or material changes to any current elections, with respect to Taxes that affect the Acquired Assets; (viii) enter intoany promotions, amend, terminate, take pricing discounts or omit to take any action that would constitute a violation of other sales or default under, or waive any rights under, any Material Contract or enter into any Contract which would be a Material Contract if it were in existence on the date hereof; (ix) make or commit to make any capital expenditure in excess of $10,000 in the aggregate; (x) institute or settle any Legal Proceeding with respect to the Business other than Legal Proceedings that are Retained Liabilities; (xi) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (A) any of the representations and warranties of the Sellers set forth in this Agreement becoming untrue or (B) any of the conditions to the Closing set forth in Article V not being satisfiedmarketing incentives; or (xiixx) agree in writing or otherwise to take do any of the foregoing actions. (b) Notwithstanding the limitations set forth in paragraph (a) aboveforegoing, the Business Subsidiary and each Seller shall be permitted to (i) accept capital contributions and loans from any Seller or any of such Seller’s Affiliates and (ii) use action or omission that would result in any and all cash, cash equivalents and other short term liquid investments of the Business to make dividends, distributions or other payments to any Seller or any of such Seller’s Affiliates. The Buyer confirms that any cash, cash equivalents and other short-term liquid investments which might be attributable to the Business Subsidiary shall belong to and be retained by the Parent (to the extent not included in the Final Closing Statement) without such action constituting a breach of any representation, warranty, covenant or other agreement of the Sellers contained in this Agreementforegoing.

Operation of the Business. Except as contemplated by otherwise provided in this AgreementAgreement or as disclosed in Section 6.1 of the Disclosure Letter, during the period from the date of this Agreement to hereof until the Closing, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld) Seller shall, and it shall use its commercially reasonable efforts to cause Varian and the Subsidiaries of Varian in respect of the Business Subsidiary shall to, continue to operate and conduct its operations of the Business in the ordinary course of business consistent with past practice and practice. Except as otherwise contemplated by this Agreement or as disclosed in compliance with all applicable Laws andSection 6.1 of the Disclosure Letter, to the extent consistent therewith, use its reasonable best efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees, preserve its relationships with customers, suppliers and others having business dealings with it and maintain all material existing Permits. (a) Without without limiting the generality of the foregoing, prior to the Closing, the Sellers Seller shall not (and shall use its commercially reasonable efforts to cause Varian and the Business Subsidiary Subsidiaries of Varian not to) take any actions as set forth below, but only to the extent that such actions relate to the Business, without the prior written consent approval of Purchaser (which approval shall not be unreasonably withheld), take any of the Buyerfollowing actions with respect to the Purchased Assets or the Business: (ia) Issue or sell any stock or other securities of the Business Subsidiary or any options, warrants or other rights to acquire any such stock or other securities (except pursuant to the conversion or exercise of options, warrants or other convertible securities outstanding on the date hereof); (ii) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 2.11(a)(viii) or (except for normal increases in the ordinary course of business) increase in any manner the compensation or fringe benefits of, or materially modify the employment terms of, its officers or employees, generally or individually, or hire any new officers or except in the ordinary course of business any new employees; (iii) acquiretransfer, sell, lease, license or otherwise convey or dispose of of, or subject to any assets or property Lien (other than purchases Permitted Liens), any of the Purchased Assets, other than (i) sales or non-exclusive licenses of inventory in the ordinary course of business, (ii) other transfers, leases, licenses and sales of assets dispositions made in the ordinary course of business; (ivb) mortgage grant any material increase in the compensation or pledge benefits arrangements of a Transferred Employee or under any Seller Plan, except for increases in the compensation or benefits of such employees: (A) in the ordinary course of business (excluding severance or bonuses, in either case payable by Seller upon consummation of the transactions contemplated by this Agreement, for Business Employees covered by parts (i) and (iii), but not part (ii) of such definition), (B) as a result of collective bargaining or other agreements with such employees as in effect on the date hereof, or (C) as required by applicable Law from time to time in effect or by any employee benefit plan, program or arrangement sponsored by Varian or one of its property or assets or subject any such property or assets to any Liens Subsidiaries as in effect on the date hereof; (c) voluntarily terminate (other than Permitted Liens); (vby expiration) discharge or satisfy any Liens amend or modify (other than Permitted Liensby automatic extension or renewal if deemed an amendment or modification of any such contract) or pay in any obligation or liability respect the material terms of any Assumed Material Contract other than in the ordinary course of businessbusiness consistent with past practice; (vid) amend commence or settle any material Proceeding solely relating to the Business Subsidiary’s charter, by-laws or other organizational documents in a manner that could have an adverse effect on the transactions contemplated by this Agreement; (vii) make any new elections, or changes to any current elections, with respect to Taxes that affect the Acquired Purchased Assets; (viiie) enter intoagree or commit to do any of the foregoing. Not fewer than five (5) days prior to the Closing, amendSeller shall deliver to Purchaser a supplement to Schedules 2.1(vi) and 4.5(a) of the Disclosure Letter, terminatewhich shall identify those Contracts entered into by Seller, take Varian or omit to take any action that would constitute a of their respective Subsidiaries after the date of this Agreement not in violation of or default under, or waive any rights under, any Material Contract or enter into any Contract the terms hereof which would be a have constituted “Assumed Contracts” and “Assumed Material Contract Contracts” respectively if it were such Contracts had been in existence on effect as of the date hereof; (ix, and such Contracts identified on such supplement to Schedule 2.1(vi) make or commit to make any capital expenditure and 4.5(a) of the Disclosure Letter shall be deemed “Assumed Contracts” and “Assumed Material Contracts” respectively for all purposes hereof so long as such Contracts were entered into in excess of $10,000 in the aggregate; (x) institute or settle any Legal Proceeding with respect to the Business other than Legal Proceedings that are Retained Liabilities; (xi) take any action or fail to take any action permitted by this Agreement accordance with the knowledge that such action or failure to take action would result in (A) any of the representations and warranties of the Sellers set forth in this Agreement becoming untrue or (B) any of the conditions to the Closing set forth in Article V not being satisfied; or (xii) agree in writing or otherwise to take any of the foregoing actionsterms hereof. (b) Notwithstanding the limitations set forth in paragraph (a) above, the Business Subsidiary and each Seller shall be permitted to (i) accept capital contributions and loans from any Seller or any of such Seller’s Affiliates and (ii) use any and all cash, cash equivalents and other short term liquid investments of the Business to make dividends, distributions or other payments to any Seller or any of such Seller’s Affiliates. The Buyer confirms that any cash, cash equivalents and other short-term liquid investments which might be attributable to the Business Subsidiary shall belong to and be retained by the Parent (to the extent not included in the Final Closing Statement) without such action constituting a breach of any representation, warranty, covenant or other agreement of the Sellers contained in this Agreement.

Operation of the Business. Except as otherwise contemplated by this AgreementAgreement or as disclosed in Schedule 8.1, during Xxxxxx covenants that until the period from Closing it will, and it will cause the date Subsidiaries (including BDPH) to, use all reasonable efforts to continue, in a manner consistent with the past practices of this Agreement the Business, to maintain and preserve intact the ClosingBusiness and to maintain the ordinary and customary relationships of the Business with its employees, suppliers, customers and others having business relationships with it with a view toward preserving for BDPH to and after the Closing Date the Business, the Business Subsidiary Assets and the goodwill associated therewith. Until the Closing Date, Xxxxxx shall, and Xxxxxx shall cause the Subsidiaries (including BDPH) to, continue to operate and conduct its operations of the Business in the ordinary course consistent with past practice (including, without limitation, in respect of the creation and in compliance with all applicable Laws anddistribution of sample books and other marketing efforts, to the extent consistent therewith, use its reasonable best efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees, preserve its relationships with customers, suppliers customer returns and others having business dealings with it allowances policies) and maintain all material existing Permits.its books and records in accordance with GAAP and will not, and shall cause the Subsidiaries (including BDPH) not to, without the prior written approval of MergerCo or as otherwise contemplated by this Agreement or Schedule 8.1, take any of the following actions: (a) Without limiting the generality with respect to any Decorative Products Company, amend its charter or by-laws (or analogous organizational documents), issue, deliver, sell, pledge or otherwise encumber any shares of the foregoingcapital stock of any class or series, prior to the Closingor any securities convertible into or exchangeable for shares of capital stock, the Sellers shall not (and shall cause the Business Subsidiary not to) take any actions as set forth below, but only to the extent that such actions relate to the Business, without the written consent of the Buyer: (i) Issue or sell any stock or other securities of the Business Subsidiary or issue any options, warrants or other rights to acquire any such stock or other securities (except pursuant to the conversion or exercise shares of options, warrants or other convertible securities outstanding on the date hereof)capital stock; (iib) enter intosell, adopt transfer or amend otherwise dispose of or encumber any Employee Benefit Plan of their properties or any employment or severance agreement or arrangement of assets pertaining to the type described in Section 2.11(a)(viiiBusiness, other than (A) or (except for normal increases in the ordinary course of business) increase in any manner the compensation or fringe benefits of, or materially modify the employment terms of, its officers or employees, generally or individually, or hire any new officers or except in the ordinary course of business any new employeesand (B) transfers by a Decorative Product Company to another Decorative Products Company or by Xxxxxx or another Subsidiary to a Decorative Product Company; (iiic) acquirecancel any debts or waive any claims or rights pertaining to the Business, sell, lease, license or dispose of any assets or property other than purchases and sales of assets except in the ordinary course of business; (ivd) mortgage grant any increase in the compensation of directors, officers or pledge employees who are Business Employees except for increases to employees (but not officers or directors) (i) in the ordinary course of business and consistent with past practice or (ii) as required by any of its property or assets or subject any such property or assets to any Liens Benefit Plan (other than Permitted Liensas defined in Section 6.13(b)); (ve) discharge fail to make capital expenditures as contemplated by Schedule 8.1(e); (f) except with respect to endorsement of negotiable instruments in the ordinary course of its Business, incur, assume, guarantee or satisfy otherwise become liable in respect of any Liens Indebtedness. For purposes of this Agreement, "Indebtedness" means any liability or obligation (whether primary or secondary as a guarantor or other surety other than Permitted Liens) or pay any obligation or liability other than arising out of the endorsement of checks for collection in the ordinary course of business; ), for borrowed money (vi) amend other than purchase money borrowing and other borrowings which are repaid in full prior to the Closing), for the deferred purchase price of any asset (other than inventory in the ordinary course of business), under a capitalized lease or any other liability or obligation which should be shown as indebtedness on a balance sheet for the Business Subsidiary’s charterprepared in accordance with GAAP, by-laws whether or other organizational documents in not evidenced by a manner that could have an adverse effect on the transactions contemplated by this Agreementnote, bond or similar instrument; (vii) make any new elections, or changes to any current elections, with respect to Taxes that affect the Acquired Assets; (viii) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any Material Contract or enter into any Contract which would be a Material Contract if it were in existence on the date hereof; (ix) make or commit to make any capital expenditure in excess of $10,000 in the aggregate; (x) institute or settle any Legal Proceeding with respect to the Business other than Legal Proceedings that are Retained Liabilities; (xi) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (A) any of the representations and warranties of the Sellers set forth in this Agreement becoming untrue or (B) any of the conditions to the Closing set forth in Article V not being satisfied; or (xii) agree in writing or otherwise to take any of the foregoing actions. (b) Notwithstanding the limitations set forth in paragraph (a) above, the Business Subsidiary and each Seller shall be permitted to (i) accept capital contributions and loans from any Seller or any of such Seller’s Affiliates and (ii) use any and all cash, cash equivalents and other short term liquid investments of the Business to make dividends, distributions or other payments to any Seller or any of such Seller’s Affiliates. The Buyer confirms that any cash, cash equivalents and other short-term liquid investments which might be attributable to the Business Subsidiary shall belong to and be retained by the Parent (to the extent not included in the Final Closing Statement) without such action constituting a breach of any representation, warranty, covenant or other agreement of the Sellers contained in this Agreement.

Operation of the Business. Except in connection with or as a result of any matter listed or described on any Schedule, as expressly contemplated herein or as otherwise consented to by this Agreement, during the period from the date of this Agreement to the Closing, the Business Subsidiary shall conduct its operations of the Business Purchaser in the ordinary course consistent with past practice and in compliance with all applicable Laws and, to the extent consistent therewith, use its reasonable best efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees, preserve its relationships with customers, suppliers and others having business dealings with it and maintain all material existing Permits. (a) Without limiting the generality of the foregoingwriting, prior to the Closing, the Sellers shall not (and shall cause the Business Subsidiary not to) take any actions as set forth below, but only to the extent that such actions relate to the Business, without the written consent of the BuyerSeller will: (ia) Issue or sell any stock or other securities of Use reasonable efforts to keep the Business Subsidiary in tact and not take or any options, warrants permit to be taken or other rights do or suffer to acquire any such stock or other securities (except pursuant to the conversion or exercise of options, warrants or other convertible securities outstanding on the date hereof); (ii) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 2.11(a)(viii) or (except for normal increases in the ordinary course of business) increase in any manner the compensation or fringe benefits of, or materially modify the employment terms of, its officers or employees, generally or individually, or hire any new officers or except in the ordinary course of business any new employees; (iii) acquire, sell, lease, license or dispose of any assets or property other than purchases and sales of assets in the ordinary course of business; (iv) mortgage or pledge any of its property or assets or subject any such property or assets to any Liens (other than Permitted Liens); (v) discharge or satisfy any Liens (other than Permitted Liens) or pay any obligation or liability be done anything other than in the ordinary course of businessbusiness of the Business as presently conducted, and use reasonable efforts to preserve and maintain the goodwill associated with the Business and the ordinary and customary relationships of the Business with the customers, suppliers, distributors, licensors and others having business relationships with it; (vib) amend Continue existing practices relating to the Business Subsidiary’s charter, by-laws or other organizational documents in a manner that could have an adverse effect on the transactions contemplated by this Agreement; (vii) make any new elections, or changes to any current elections, with respect to Taxes that affect maintenance of the Acquired Assets; (viiic) enter intoNot sell, amendlease or dispose of, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any Material Contract or enter into any lease, agreement or other contract for the purchase, sale, lease or disposition of, or subject to Lien, any of the Acquired Assets other than (i) Products, (ii) in the ordinary course of business of the Business, or (iii) pursuant to any Contract listed or described on Schedule 2.1.11 or that would be listed or described on Schedule 2.1.11 but for a dollar, time or other exclusion or exception in Section 2.1.11 (an "Existing Contract"); (d) Not make any material amendment to any Employee Plan or materially increase the general rates of compensation of Employees, except (i) as required by Law, (ii) in the ordinary course of business of the Business or (iii) pursuant to an Existing Contract; (e) Not incur any indebtedness in excess of $500,000 in the aggregate, or guarantee any debt or other liability of any other Person, that would constitute an Assumed Liability; (f) Not increase the compensation payable or to become payable by the Seller to any Employee whose annual base compensation exceeds $100,000 except for normal periodic increases of regular salary (not bonuses or other compensation) in the ordinary course of business of the Business that are made in accordance with established compensation policies of the Seller or as required under a Contract listed on Schedule 3.5(f); and (g) Not enter into any employment Contract which would be a Material an Assumed Contract if it were in existence on the date hereof; (ix) make or commit to make and is not terminable at will without Purchaser incurring any capital expenditure in excess of $10,000 in the aggregate; (x) institute or settle any Legal Proceeding with respect to the Business other than Legal Proceedings that are Retained Liabilities; (xi) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (A) any of the representations and warranties of the Sellers set forth in this Agreement becoming untrue or (B) any of the conditions to the Closing set forth in Article V not being satisfied; or (xii) agree in writing or otherwise to take any of the foregoing actionsliability. (b) Notwithstanding the limitations set forth in paragraph (a) above, the Business Subsidiary and each Seller shall be permitted to (i) accept capital contributions and loans from any Seller or any of such Seller’s Affiliates and (ii) use any and all cash, cash equivalents and other short term liquid investments of the Business to make dividends, distributions or other payments to any Seller or any of such Seller’s Affiliates. The Buyer confirms that any cash, cash equivalents and other short-term liquid investments which might be attributable to the Business Subsidiary shall belong to and be retained by the Parent (to the extent not included in the Final Closing Statement) without such action constituting a breach of any representation, warranty, covenant or other agreement of the Sellers contained in this Agreement.

Operation of the Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to Until the Closing, the Business Subsidiary Seller shall, and shall cause each LIG Company to, operate and conduct its operations of the Business in the ordinary course course, maintain, repair and replace the operating assets of the LIG Companies in accordance with accepted industry practice and consistent with the policies and past practice of the LIG Companies and the terms of this Agreement, keep the books and records of all of the LIG Companies in compliance accordance with past practices, maintain all applicable Laws andof their existing insurance coverages, and pay all of their trade payables and perform all other obligations on a timely basis. Seller will not, and shall cause the LIG Companies not to, without the prior written approval of Buyer (which approval shall not be unreasonably withheld or delayed) or as otherwise contemplated by this Agreement or Schedule 6.1, take any of the following actions with respect to the extent consistent therewith, use its reasonable best efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees, preserve its relationships with customers, suppliers and others having business dealings with it and maintain all material existing Permits.LIG Companies: (a) Without limiting the generality with respect to any LIG Company, amend its charter or by-laws (or analogous organizational documents), or issue or agree to issue any additional shares of the foregoing, prior to the Closing, the Sellers shall not capital stock (and shall cause the Business Subsidiary not to) take any actions as set forth below, but only to the extent that such actions relate to the Business, without the written consent of the Buyer: (i) Issue or sell any stock or other equity interests) of any class or series, or any securities convertible into or exchangeable for shares of the Business Subsidiary capital stock (or other equity interests), or issue any options, warrants or other rights to acquire any such shares of capital stock (or other securities (except pursuant to the conversion or exercise of options, warrants or other convertible securities outstanding on the date hereofequity interests); (iib) enter intosell, adopt transfer or amend otherwise dispose of or encumber any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 2.11(a)(viii) or (except for normal increases in assets of the ordinary course of business) increase in any manner the compensation or fringe benefits of, or materially modify the employment terms of, its officers or employees, generally or individually, or hire any new officers or except in the ordinary course of business any new employees; (iii) acquire, sell, lease, license or dispose of any assets or property other than purchases and sales of assets in the ordinary course of business; (iv) mortgage or pledge any of its property or assets or subject any such property or assets to any Liens (other than Permitted Liens); (v) discharge or satisfy any Liens (other than Permitted Liens) or pay any obligation or liability LIG Companies other than in the ordinary course of business; (vic) amend cancel any debts or waive any claims or rights pertaining to the Business Subsidiary’s charter, by-laws or other organizational documents in a manner that could have an adverse effect on the transactions contemplated by this AgreementBusiness; (viid) make grant any new electionsincrease in the compensation of officers or employees of any LIG Company, except for increases as required by any existing compensation, incentive or employee benefit plan, policy, agreement or arrangement disclosed on Schedule 6.1(d), or changes to any current elections, with respect to Taxes that affect the Acquired Assetsas required by Law; (viiie) enter intoincur, amend, terminate, take assume or omit to take guarantee any action that would constitute a violation of or default under, or waive any rights under, any Material Contract or enter into any Contract which would be a Material Contract if it were in existence on the date hereofindebtedness for borrowed money; (ixf) change in any material respect any tax elections (except as required by Law or GAAP); (g) enter into or amend any employment agreement; (h) except as may be required as a result of a change in Law or in GAAP, change any of the accounting principles or practices used by any LIG Company; (i) except for those identified on Schedule 6.1(i), make any capital expenditure or commit make any commitment to make any capital expenditure in excess of $10,000 in the aggregate50,000; (xj) institute unless Buyer has refused to consent, defer making any capital expenditure that would otherwise be made: (i) in the ordinary course of business; (ii) pursuant to existing business plans or settle to repair, replace or maintain any Legal Proceeding assets, properties or facilities of the LIG Companies; (k) declare or pay any dividend or make a similar distribution with respect to securities of any of the Business LIG Companies other than Legal Proceedings that are Retained Liabilitiescash dividends; (xil) take any action adopt a plan of complete or fail to take any action permitted by this Agreement with partial liquidation, dissolution, restructuring, recapitalization or other restructuring; (m) pledge or mortgage the knowledge that such action Shares or failure to take action would result in (A) any of the representations and warranties assets, properties or rights of the Sellers set forth in this Agreement becoming untrue LIG Companies or otherwise cause or permit a Lien to exist against the Shares or otherwise cause or permit a Lien (Bother than a Permitted Lien) to exist against the assets, properties or rights of the LIG Companies; (n) modify, amend or terminate any Disclosed Contract without prior notice to, and approval from Buyer, or enter into any agreement that would, if entered into by a LIG Company before the date hereof, be a Disclosed Contract; (o) effect any split, combination or reclassification of the securities of any of the conditions LIG Companies; (p) redeem, repurchase or otherwise acquire, directly or indirectly, any securities of any of the LIG Companies; (q) acquire any interest or otherwise make any investment in any other Person, or enter into any joint venture, partnership or similar arrangement; (r) allow any material Permits held by any of the LIG Companies to terminate or lapse; (s) consume any personal property inventory or spare parts belonging to the Closing set forth LIG Companies without replacing such inventory or spare parts in Article V accordance with past practice; (t) settle or agree to settle any Action to which a LIG Company is a party where the terms of such settlement or agreement adversely impact, in any material respect, any LIG Company or the operation of the Business after such settlement or agreement, without prior notice to, and approval (such approval not being satisfiedto be unreasonably withheld or delayed) by Buyer; (u) except as otherwise required to perform its obligations under this Agreement, not to manage its (or allow the LIG Companies to manage their) working capital, including cash, receivables and other current assets, and trade payables, capital expenditures and other current liabilities in a manner other than in the ordinary course and consistent with past practice; or (xiiv) agree agree, whether in writing or otherwise otherwise, to take do any of the foregoing actions. foregoing. Prior to the Closing, Seller shall, and shall cause the LIG Companies to, make available to Buyer (band its representatives) Notwithstanding the limitations set forth in paragraph (a) abovetheir representatives and employees on a reasonable basis to confer and discuss, the Business Subsidiary and each Seller shall be permitted to with respect to: (i) accept capital contributions the operation of the LIG Companies' and loans from any Seller or any of such Seller’s Affiliates and the Business assets; (ii) use any and all cashthe legal, cash equivalents operational and other short term liquid investments actions required or reasonably necessary for the consummation of the transactions contemplated by this Agreement; (iii) the smooth and orderly transition of Business to make dividends, distributions or other payments to any Seller or any Buyer; and (iv) the status of such Seller’s Affiliates. The Buyer confirms that any cash, cash equivalents 's and other short-term liquid investments which might be attributable to the Business Subsidiary shall belong to and be retained by the Parent (to the extent not included in the Final Closing Statement) without such action constituting a breach of any representation, warranty, covenant or other agreement of the Sellers contained in LIG Companies' compliance with this AgreementSection 6.1.

Operation of the Business. Except as contemplated by this AgreementAgreement or as disclosed on Schedule 6.1 (such exceptions and disclosed matters herein referred to as “Permitted Transactions”), during the period from on or after the date of this Agreement hereof and prior to the Closing, Parent shall, and shall cause the Business Subsidiary shall Acquired Entities to (i) use its and their commercially reasonable efforts to continue, in a manner consistent with the past practices of the Business, to operate and conduct its operations of the Business in the ordinary course consistent and (ii) not to take any of the following actions in connection with past practice and in compliance with all applicable Laws andor on behalf of the Business without the prior written approval of Buyer Parent (which approval shall not be unreasonably withheld, to the extent consistent therewith, use its reasonable best efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees, preserve its relationships with customers, suppliers and others having business dealings with it and maintain all material existing Permits.conditioned or delayed): (a) Without limiting the generality of the foregoing, prior to the Closing, the Sellers shall not (and shall cause the Business Subsidiary not to) take any actions as set forth below, but only to the extent that such actions relate to the Business, without the written consent of the Buyer: (i) Issue or sell any stock or other securities of the Business Subsidiary or any options, warrants or other rights to acquire any such stock or other securities (except pursuant to the conversion or exercise of options, warrants or other convertible securities outstanding on the date hereof); (ii) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 2.11(a)(viii) or (except for normal increases in the ordinary course of business) increase in any manner the compensation or fringe benefits of, or materially modify the employment terms of, its officers or employees, generally or individually, or hire any new officers or except in the ordinary course of business any new employees; (iii) acquire, sell, lease, license transfer or otherwise dispose of any assets or property other than purchases and sales of assets in the ordinary course of business; (iv) mortgage or pledge any of its property or assets or subject any such property or assets to any Liens (other than Permitted Liens); (v) discharge or satisfy any Liens encumber (other than Permitted Liens) any of the properties or pay any obligation or liability assets of the Business, other than in the ordinary course of business; (vib) amend cancel any material debts or waive any material claims or rights pertaining to the Business Subsidiary’s charterBusiness, by-laws or other organizational documents except in a manner that could have an adverse effect on the transactions contemplated by this Agreementordinary course of business; (viic) make grant any new electionsincrease in any material respect in the compensation of officers or employees, or changes to any current elections, except for increases (i) with respect to Taxes that affect non-officers, in the Acquired Assetsordinary course of business and consistent with past practice, (ii) as a result of collective bargaining, (iii) as required by any material Benefit Plan or agreement, or (iv) as required by Law; (viiid) enter except in the ordinary course of business, incur, assume or guarantee any indebtedness for borrowed money other than (i) purchase money borrowings, (ii) refunding of existing indebtedness, (iii) indebtedness to an Affiliate incurred in the ordinary course of business, and (iv) other indebtedness for borrowed money that is not material to the results of operations or financial condition of the Business taken as a whole; (e) issue, sell or grant any shares of capital stock of any of the Acquired Entities, or any securities or rights convertible into, amendexchangeable or exercisable for, terminateor evidencing the right to subscribe for, take any shares of such capital stock; (f) make investments in or omit to take any action that would constitute a violation acquisitions on behalf of or default underfor the Business (by purchase of securities or assets, merger or consolidation, or otherwise) of other Persons, businesses or divisions thereof, except for acquisitions in settlement of outstanding debts or pursuant to bankruptcy or restructuring plans of entities of which any Acquired Entity is a creditor; (g) make loans or advances on behalf of or for the Business (other than travel and similar advances to its employees and trade credit to customers in the ordinary course of business) to any Person; (h) amend in any material respect the organizational or charter documents of any of the Acquired Entities; (i) adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization of any Acquired Entity (other than as contemplated hereby or acquisitions permitted under clause (f) above); (j) with respect to an Acquired Entity, (i) make or rescind any material Tax election, unless required to do so by Law, (ii) change any material Tax election, settle or compromise any material federal, state, local, provincial or foreign Tax liability, or waive or extend the statute of limitations in respect of any rights undermaterial Taxes, (iii) file or cause to be filed any Material Contract amended Tax Return or enter into file or cause to be filed any Contract which would be a Material Contract if it were material claim for refund of Taxes, or (iv) prepare or file any Tax Return inconsistent with past practice in existence on the date hereof; (ix) make preparing or commit to make any capital expenditure filing similar Tax Returns in excess of $10,000 in the aggregate; (x) institute or settle any Legal Proceeding with respect prior periods except to the Business other than Legal Proceedings that are Retained Liabilities; (xi) take any action or fail to take any action permitted extent required by this Agreement with the knowledge that such action or failure to take action would result in (A) any of the representations and warranties of the Sellers set forth in this Agreement becoming untrue or (B) any of the conditions to the Closing set forth in Article V not being satisfiedLaw; or (xiik) agree agree, whether in writing or otherwise otherwise, to take do any of the foregoing actionsforegoing. (b) Notwithstanding the limitations set forth in paragraph (a) above, the Business Subsidiary and each Seller shall be permitted to (i) accept capital contributions and loans from any Seller or any of such Seller’s Affiliates and (ii) use any and all cash, cash equivalents and other short term liquid investments of the Business to make dividends, distributions or other payments to any Seller or any of such Seller’s Affiliates. The Buyer confirms that any cash, cash equivalents and other short-term liquid investments which might be attributable to the Business Subsidiary shall belong to and be retained by the Parent (to the extent not included in the Final Closing Statement) without such action constituting a breach of any representation, warranty, covenant or other agreement of the Sellers contained in this Agreement.

Operation of the Business. Except as contemplated by this Agreementotherwise set forth herein or on Schedule 6.3, during the period from commencing on the date of this Agreement to hereof and ending on the ClosingClosing Date, the Business Subsidiary shall conduct its operations Sellers will not engage in any practice, take any action or enter into any transaction outside of the Business in the ordinary course of business consistent with past practice and in compliance with all applicable Laws and, to the extent consistent therewith, use its reasonable best efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees, preserve its relationships with customers, suppliers and others having business dealings with it and maintain all material existing Permits. (a) practice. Without limiting the generality of the foregoing, prior to the Closing, the Sellers shall not (and shall cause the Business Subsidiary not to) take any actions as set forth below, but only to the extent that such actions relate to the Business, without the written consent action or enter into any transaction which would result in: (a) any amendment or other modification of the Buyer:certificate of incorporation or bylaws of either Seller; (i) Issue any incurrence, assumption or sell guaranty by a Seller of any stock or other securities of the Business Subsidiary or any optionsIndebtedness, warrants or other rights to acquire any such stock or other securities (except pursuant to the conversion or exercise of options, warrants or other convertible securities outstanding on the date hereof); (ii) enter into, adopt or amend any Employee Benefit Plan or loan made by a Seller to any employment or severance agreement or arrangement of the type described in Section 2.11(a)(viii) Person or (except for normal increases iii) any voluntary purchase, cancellation, prepayment or complete or partial discharge in advance of a scheduled payment date with respect to, or waiver of any right of a Seller under, any Indebtedness of or owing to a Seller, other than (in the ordinary course case of businessthis clause (iii)) increase in any manner the compensation or fringe benefits of, or materially modify the employment terms of, its officers or employees, generally or individually, or hire any new officers or except in the ordinary course of business any new employeesin amounts and on terms consistent with past practice; (iiic) acquireany damage, sell, lease, license destruction or dispose of any assets other casualty Loss (whether or property other than purchases and sales of assets in not covered by insurance) affecting the ordinary course of business; (iv) mortgage Business or pledge any of its property or assets or subject any such property or assets to any Liens (other than Permitted Liens); (v) discharge or satisfy any Liens (other than Permitted Liens) or pay any obligation or liability other than in the ordinary course of business; (vi) amend the Business Subsidiary’s charter, by-laws or other organizational documents in a manner that could have an adverse effect on the transactions contemplated by this Agreement; (vii) make any new elections, or changes to any current elections, with respect to Taxes that affect the Acquired Assets; (viiid) enter intoany revaluation in any material respect of any of the Assets; (e) any material change in any pricing, amendinvestment, terminateaccounting, take financial, reporting, inventory, credit or omit to take allowance practice or policy of a Seller; (f) any action that would constitute a violation of or default under(i) grant of, or waive any rights underagreement to grant under certain circumstances, any Material severance or termination pay to any director, officer or employee of a Seller, (ii) entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of a Seller, (iii) increase in benefits payable under any existing severance or termination pay policies or employment agreements or (iv) increase in compensation, bonus or other benefits payable to directors, officers or employees of a Seller; (g) any cancellation, modification, termination or grant of a waiver of any provision of any Permit or Contract to which a Seller is a party, or enter into any Contract which would be written or oral notification to a Material Contract if it were Seller that any party to any such arrangement intends to cancel or not renew such arrangement beyond its expiration date as in existence effect on the date hereof; (ixh) make any failure to pay or commit satisfy when due any obligation of a Seller; (i) the making of any election with respect to make Taxes or the settling or compromising of any Tax Liability; (j) any acquisition or disposition of any business or any asset or property from or to any Person (whether by merger, consolidation or otherwise) by a Seller; (k) any incurrence of any Lien, other than a Permitted Lien, on any of the Assets or any other material assets or properties of a Seller; (l) the entering into of any settlement of any litigation affecting a Seller; (m) the making of any capital expenditure in excess of $10,000 or commitment for additions to property, plant or equipment to be used or held for use in the aggregateconduct of the Business; (xn) institute the entering into any transaction with any officer, director or settle any Legal Proceeding with respect to the Business other than Legal Proceedings that are Retained Liabilities; (xi) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (A) any Affiliate of the representations and warranties of the Sellers set forth in this Agreement becoming untrue or (B) any of the conditions to the Closing set forth in Article V not being satisfieda Seller; or (xiio) agree in writing the entering into of any agreement or otherwise commitment to take do any of the foregoing actions. (b) Notwithstanding foregoing. The Sellers shall use their respective best efforts to preserve its existing relationships with all parties to the limitations set forth in paragraph (a) aboveAssigned Contracts including, without limitation, authors, vendors, suppliers and customers, and to preserve the Business Subsidiary goodwill and each Seller shall be permitted to (i) accept capital contributions and loans from any Seller or any of such Seller’s Affiliates and (ii) use any and all cash, cash equivalents and other short term liquid investments value of the Business to make dividends, distributions or other payments to any Seller or any of such Seller’s Affiliates. The Buyer confirms that any cash, cash equivalents and other short-term liquid investments which might be attributable to the Business Subsidiary shall belong to and be retained by the Parent (to the extent not included in the Final Closing Statement) without such action constituting a breach of any representation, warranty, covenant or other agreement of the Sellers contained in this AgreementConcept.