Common use of Operation of the Business Clause in Contracts

Operation of the Business. Except as contemplated by this Agreement or as disclosed on Section 7.1 of the Disclosure Letter (such exceptions and disclosed matters herein referred to as “Permitted Transactions”), from the date hereof until the earlier of the Closing or the termination of this 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 past practices of the Business, operating and conducting the Business in the ordinary course, and (ii) 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) sell, lease, transfer or otherwise dispose of or encumber (other than Permitted Liens) any of the properties or assets of the Business, other than (i) in the ordinary course of business, (ii) properties or assets of the Business with an aggregate value less than $500,000 or (iii) with respect to the Divestiture; (b) 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, 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) as required by Law; (d) 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; (e) issue, sell or grant any shares of capital stock of the Company or any capital stock or other equity interest of any SCT Subsidiary, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of such capital stock or other equity interest other than with respect to the Divestiture; (f) make voluntary investments in or acquisitions on behalf of or for the Business (by purchase of securities or assets, merger or consolidation, or 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 of the SCT Subsidiaries 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, 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 any new customer or supplier Contract involving aggregate payments or sales in excess of $500,000; (k) take any action that would cause the Company or any SCT Subsidiary (other than any SCT Subsidiary that is not currently a qualified subchapter S subsidiary) to not be a qualified subchapter S subsidiary as defined in Section 1361(b)(3)(B) of the Code as of the Closing Date; or (l) agree, whether in writing or otherwise, to do any of the foregoing; provided, however, that the limitations set forth in clauses Section 7.1(a) through Section 7.1(l) shall not apply to any action, transaction or event occurring exclusively between the Company and any SCT Subsidiary or between any of the SCT Subsidiaries in the ordinary course of business.

Operation of the Business. Except as contemplated by this Agreement or as disclosed on Section 7.1 of the Disclosure Letter Employee Matters Agreement (such exceptions and disclosed matters herein referred to as “Permitted Transactions”), from the date hereof until the earlier of the Closing or and the termination of this Agreement, Seller shall, and shall cause the Company and the SCT its Subsidiaries to to, use all commercially reasonable efforts (i) to continue, in a manner consistent with the past practices of the Business, operating and conducting the Business in the ordinary coursecourse in all material respects, (ii) to maintain and preserve intact its current Business organization, operations, assets, properties and franchises in all material respects, and (iiiii) 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) sell, lease, transfer or otherwise dispose of or encumber or place a Lien on (other than Permitted Liens) any of the properties or material assets of the Business, other than (i) in the ordinary course of business, (ii) properties or assets of the Business with an aggregate value less than $500,000 or (iii) with respect to the Divestiture; (b) 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 employeesemployees of the Business or pay or provide, or increase or accelerate the accrual rate, vesting or timing of payment or funding of, any compensation, benefits or other rights of any employee of the Business, except for increases increases, changes or payments (i) in the ordinary course of business and consistent with past practice, (ii) pursuant to Contracts or employee benefit plans in effect as a result of collective bargaining, (iii) as required by any Benefit Plan or agreementthe date hereof, or (iviii) as required by Law; (d) except as required by applicable Law or the terms of any employee benefit plan as in effect on the 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; (e) except in the ordinary course of business, incur, assume or guarantee any Funded Debt indebtedness for borrowed money 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 (ivii) other Funded Debt with an aggregate principal amount indebtedness for borrowed money that is not material to the results of less than $1,000,000; (e) issue, sell operations or grant any shares of capital stock financial condition of the Company Business or any capital stock which otherwise would not be an Assumed Liability or other equity interest of any SCT Subsidiary, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of such capital stock or other equity interest other than with respect to the DivestitureRemaining Canadian Obligation; (f) make voluntary investments in any investment or acquisitions on behalf of or for the Business (acquisition either by purchase of securities stock or assetssecurities, contributions to capital, property transfers, merger or consolidationpurchase of all or any significant portion of the property or assets of any other individual, corporation or otherwise) of other Personsentity, businesses or divisions thereof for consideration in excess of $500,000 other than in the aggregate for all such investments and acquisitions, except for acquisitions in settlement ordinary course of outstanding debts or pursuant to bankruptcy or restructuring plans of entities of which the Company or any of the SCT Subsidiaries is a creditorbusiness; (g) implement or adopt any material change in the financial accounting principles, practices or methods of the Business, other than as may be required by applicable Law, GAAP or regulatory guidelines; (h) except in the ordinary course of business, 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 any new customer or supplier Contract involving aggregate payments or sales in excess of $500,000; (k) take any action Person that would cause the Company be an Assumed Liability or any SCT Subsidiary (other than any SCT Subsidiary that is not currently a qualified subchapter S subsidiary) to not be a qualified subchapter S subsidiary as defined in Section 1361(b)(3)(B) of the Code as of the Closing DateRemaining Canadian Obligation; or (li) agree, whether in writing or otherwise, to do any of the foregoing; provided, however, that the limitations set forth in clauses Section 7.1(a) through Section 7.1(l) shall not apply to any action, transaction or event occurring exclusively between the Company and any SCT Subsidiary or between any of the SCT Subsidiaries in the ordinary course of business.

Operation of the Business. Except as contemplated by this Agreement or as disclosed on Section 7.1 6.1 of the Disclosure Letter Schedule (such exceptions and disclosed matters herein referred to as “Permitted Transactions”), from the date hereof until the earlier of the Closing or the termination of this AgreementSeller shall, Seller and shall cause the Company and the SCT Subsidiaries to Acquired Business to, use all commercially reasonable and good faith efforts (i) to continue, in a manner consistent with the past practices of the Acquired Business, operating to operate and conducting conduct the Acquired Business in the ordinary course, and (ii) not to take any of the following actions in connection with or on behalf of the Acquired Business without the prior written approval of the Buyer (which approval shall not be unreasonably withheld, conditioned or delayed): (a) sell, lease, transfer or otherwise dispose of or encumber (other than Permitted Liens) (i) any of the properties or assets of the Business, other than (i) sale of inventory in the ordinary course of business, or (ii) properties any property or assets asset which is not material to the results of operations, financial condition or business of the Business with an aggregate value less than $500,000 or (iii) with respect to the DivestitureBusiness; (b) cancel any material debts or waive any material claims or rights pertaining to the BusinessAcquired Business in each case involving more than One Hundred Thousand Dollars ($100,000), except in the ordinary course of business; (c) grant any increase in any material respect in the compensation of officers or employees, except for increases (i) resulting from or related to the transaction bonuses disclosed on Section 6.1(c) of the Disclosure Schedule, (ii) in the ordinary course of business and consistent with past practice, (iiiii) as a result of collective bargaining, (iiiiv) as required by any material Benefit Plan or agreement, or (ivv) as required by Law; (d) except in the ordinary course of business, incur, assume or guarantee any Funded Debt indebtedness for borrowed money other than (i) purchase money borrowings, (ii) refunding of existing Funded Debtindebtedness, (iii) indebtedness to an Affiliate incurred in the ordinary course of business, and (iv) other Funded Debt with an aggregate principal amount indebtedness for borrowed money that is not material to the results of less than $1,000,000operations or financial condition of the Acquired Business taken as a whole; (e) issue, sell or grant any shares of capital stock of any of the Company or any capital stock or other equity interest of any SCT SubsidiaryAcquired Entities, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of such capital stock or other equity interest other than with respect to the Divestiturestock; (f) make voluntary investments in or acquisitions on behalf of or for the Acquired Business (by purchase of securities or assets, merger or consolidation, or otherwise) of other Persons, businesses or divisions thereof for consideration in excess of Five Million Dollars ($500,000 5,000,000) 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 of the SCT Subsidiaries Acquired Entity is a creditor; (g) make loans or advances on behalf of or for to any Person relating to the Acquired 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 Two Hundred Fifty Thousand Dollars ($5,000 250,000) 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 SubsidiariesAcquired Entities; (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 Acquired Entity (other than as contemplated herebyhereby or acquisitions permitted under clause (f) above); (j) enter into any new customer or supplier Contract involving aggregate payments or sales in excess of $500,000; (k) take any action that would cause the Company or any SCT Subsidiary (other than any SCT Subsidiary that is not currently a qualified subchapter S subsidiary) to not be a qualified subchapter S subsidiary as defined in Section 1361(b)(3)(B) of the Code as of the Closing Date; or (lj) agree, whether in writing or otherwise, to do any of the foregoing; provided, however, that the limitations set forth in clauses Section 7.1(a) through Section 7.1(l) shall not apply to any action, transaction or event occurring exclusively between the Company and any SCT Subsidiary or between any of the SCT Subsidiaries in the ordinary course of business.

Operation of the Business. Except as otherwise contemplated by this Agreement or as disclosed on Section 7.1 of the Disclosure Letter (such exceptions and disclosed matters herein referred to as “Permitted Transactions”)in Schedule 8.1, from the date hereof Xxxxxx covenants that until the earlier of the Closing or the termination of this Agreementit will, Seller shall and it will cause the Company and the SCT Subsidiaries to (including BDPH) to, use all commercially reasonable efforts (i) to continue, in a manner consistent with the past practices of the Business, operating to maintain and conducting preserve intact the Business 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 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 the Business in the ordinary coursecourse consistent with past practice (including, without limitation, in respect of the creation and distribution of sample books and other marketing efforts, and customer returns and allowances policies) and maintain its books and records in accordance with GAAP and will not, and shall cause the Subsidiaries (iiincluding BDPH) not to take any of the following actions in connection with or on behalf of the Business to, without the prior written approval of Buyer (which approval shall not be unreasonably withheldMergerCo or as otherwise contemplated by this Agreement or Schedule 8.1, conditioned or delayed):take any of the following actions: (a) with respect to any Decorative Products Company, amend its charter or by-laws (or analogous organizational documents), issue, deliver, sell, leasepledge or otherwise encumber any shares of capital stock of any class or series, or any securities convertible into or exchangeable for shares of capital stock, or issue any options, warrants or other rights to acquire any shares of capital stock; (b) sell, transfer or otherwise dispose of or encumber (other than Permitted Liens) any of the their properties or assets of pertaining to the Business, other than (iA) in the ordinary course of business, business and (iiB) properties transfers by a Decorative Product Company to another Decorative Products Company or assets of the Business with an aggregate value less than $500,000 by Xxxxxx or (iii) with respect another Subsidiary to the Divestiturea Decorative Product Company; (bc) cancel any material debts or waive any material claims or rights pertaining to the Business, except in the ordinary course of business; (cd) grant any increase in the compensation of directors, officers or employees, 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, practice or (ii) as a result of collective bargaining, (iii) as required by any Benefit Plan or agreement, or (iv) as required by Lawdefined in Section 6.13(b)); (de) 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 otherwise become liable in respect of any Indebtedness. For purposes of this Agreement, "Indebtedness" means any liability or obligation (whether primary or secondary as a guarantor or other surety other than arising out of the endorsement of checks for collection in the ordinary course of business), incur, assume or guarantee any Funded Debt for borrowed money (other than (i) purchase money borrowingsborrowing and other borrowings which are repaid in full prior to the Closing), for the deferred purchase price of any asset (ii) refunding of existing Funded Debt, (iii) indebtedness to an Affiliate incurred other than inventory in the ordinary course of business), and (iv) other Funded Debt with an aggregate principal amount of less than $1,000,000; (e) issue, sell or grant any shares of capital stock of the Company under a capitalized lease or any capital stock other liability or other equity interest of any SCT Subsidiary, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of such capital stock or other equity interest other than with respect to the Divestiture; (f) make voluntary investments in or acquisitions obligation which should be shown as indebtedness on behalf of or a balance sheet for the Business (by purchase of securities or assets, merger or consolidation, or otherwise) of other Persons, businesses or divisions thereof for consideration prepared 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 of the SCT Subsidiaries 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, 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 any new customer or supplier Contract involving aggregate payments or sales in excess of $500,000; (k) take any action that would cause the Company or any SCT Subsidiary (other than any SCT Subsidiary that is not currently a qualified subchapter S subsidiary) to not be a qualified subchapter S subsidiary as defined in Section 1361(b)(3)(B) of the Code as of the Closing Date; or (l) agreeaccordance with GAAP, whether in writing or otherwisenot evidenced by a note, to do any of the foregoing; provided, however, that the limitations set forth in clauses Section 7.1(a) through Section 7.1(l) shall not apply to any action, transaction bond or event occurring exclusively between the Company and any SCT Subsidiary or between any of the SCT Subsidiaries in the ordinary course of business.similar instrument;

Operation of the Business. Except as contemplated by this Agreement or as disclosed on Section 7.1 of the Disclosure Letter (such exceptions and disclosed matters herein referred to as “Permitted Transactions”), from the date hereof until the earlier of the Closing or the termination of this 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 past practices of the Business, operating and conducting the Business in the ordinary course, and (ii) not to take any of the following actions in connection with or as a result of any matter listed or described on behalf of any Schedule, as expressly contemplated herein or as otherwise consented to by Purchaser in writing, prior to the Business without the prior written approval of Buyer (which approval shall not be unreasonably withheldClosing, conditioned or delayed):Seller will: (a) Use reasonable efforts to keep the Business in tact and not take or permit to be taken or do or suffer to be done anything other than in the ordinary course of business 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; (b) Continue existing practices relating to the maintenance of the Acquired Assets; (c) Not sell, lease or dispose of, or enter into any lease, transfer agreement or otherwise dispose of other contract for the purchase, sale, lease or encumber (other than Permitted Liens) disposition of, or subject to Lien, any of the properties or assets of the Business, Acquired Assets other than (i) in the ordinary course of businessProducts, (ii) properties or assets of the Business with an aggregate value less than $500,000 or (iii) with respect to the Divestiture; (b) 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, except for increases (i) in the ordinary course of business and consistent with past practiceof the Business, (ii) as a result of collective bargaining, or (iii) as required by pursuant to any Benefit 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 agreementmaterially increase the general rates of compensation of Employees, or except (ivi) as required by Law; , (dii) except in the ordinary course of business, incur, assume business of the Business or guarantee any Funded Debt other than (i) purchase money borrowings, (ii) refunding of existing Funded Debt, (iii) indebtedness pursuant to an Affiliate incurred in the ordinary course of business, and (iv) other Funded Debt with an aggregate principal amount of less than $1,000,000Existing Contract; (e) issue, sell or grant Not incur any shares of capital stock of the Company or any capital stock or other equity interest of any SCT Subsidiary, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of such capital stock or other equity interest other than with respect to the Divestiture; (f) make voluntary investments in or acquisitions on behalf of or for the Business (by purchase of securities or assets, merger or consolidation, or otherwise) of other Persons, businesses or divisions thereof for consideration indebtedness in excess of $500,000 in the aggregate for all such investments and acquisitionsaggregate, except for acquisitions in settlement or guarantee any debt or other liability of outstanding debts or pursuant to bankruptcy or restructuring plans of entities of which the Company or any of the SCT Subsidiaries is a creditorother Person, that would constitute an Assumed Liability; (gf) make loans Not increase the compensation payable or advances on behalf 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 for the Business (other than travel and similar advances to its employees and trade credit to customers compensation) in the ordinary course of business) to any Person, except for those loans business of the Business that are made in accordance with established compensation policies of the Seller or advances not in excess of $5,000 in the aggregate outstanding at any time without taking into account any Permitted Transactions;as required under a Contract listed on Schedule 3.5(f); and (hg) 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) Not enter into any new customer or supplier employment Contract involving aggregate payments or sales in excess of $500,000; (k) take any action that which would cause the Company or any SCT Subsidiary (other than any SCT Subsidiary that be an Assumed Contract and is not currently a qualified subchapter S subsidiary) to not be a qualified subchapter S subsidiary as defined in Section 1361(b)(3)(B) of the Code as of the Closing Date; or (l) agree, whether in writing or otherwise, to do terminable at will without Purchaser incurring any of the foregoing; provided, however, that the limitations set forth in clauses Section 7.1(a) through Section 7.1(l) shall not apply to any action, transaction or event occurring exclusively between the Company and any SCT Subsidiary or between any of the SCT Subsidiaries in the ordinary course of businessliability.

Operation of the Business. Except as otherwise contemplated by this Agreement or as disclosed on Section 7.1 of the Disclosure Letter (such exceptions and disclosed matters herein referred to as “Permitted Transactions”)in Schedule 5.1, from the date hereof Eagle covenants that until the earlier of the Closing or the termination of this Agreement, Seller shall cause the Company and the SCT Subsidiaries to it will use all commercially reasonable efforts to continue (i) or cause to continuebe continued), in a manner consistent with the past practices of the Business, operating to maintain and conducting preserve intact the Business, the Assets and the goodwill associated therewith, and to maintain (or cause to be maintained) the ordinary and customary relationships of the Business 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 the Business in the ordinary course, and (ii) maintain its books and records in accordance with past practices and will 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):as otherwise contemplated by this Agreement or Schedule 5.1 take any of the following actions: (a) sell, lease, transfer or otherwise dispose of or encumber (other than Permitted Liens) any of the its properties or assets of pertaining to the Business, other than (i) Inventory in the ordinary course of business, business consistent with past practice or (ii) properties any property or assets asset (other than machinery, vehicles, computers and equipment) which is not material to the results of operations, financial condition or business of the Business with an aggregate value less than $500,000 or (iii) with respect to the Divestituretaken as a whole; (b) 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 employeesemployees primarily engaged in the Business, except for increases (i) in the ordinary course of business and consistent with past practice, practice (which do not exceed three percent (3%) of annual compensation) or (ii) as a result of collective bargaining, (iii) as required by any Benefit Plan or agreement, or (iv) as required by LawPlan; (d) except make any capital expenditure or commitment or grant any trade discount pertaining to the Business, other than (i) in the ordinary course of businessbusiness consistent with past practice or (ii) pursuant to existing commitments or business plans previously delivered to Buyer; (e) except with respect to endorsement of negotiable instruments in the ordinary course of its Business consistent with past practice, incur, assume or guarantee any Funded Debt indebtedness for borrowed money other than (i) purchase money borrowings, (ii) refunding of existing Funded Debt, (iii) indebtedness to an Affiliate for borrowed money incurred in the ordinary course of businessbusiness consistent with past practice, (iii) refundings of existing indebtedness and (iv) other Funded Debt with an aggregate principal amount indebtedness for borrowed money which is not material to the results of less than $1,000,000; (e) issueoperations, sell financial condition, or grant any shares of capital stock business of the Company or any capital stock or other equity interest of any SCT Subsidiary, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of such capital stock or other equity interest other than with respect to the DivestitureBusiness taken as a whole; (f) make voluntary investments in enter into, amend, modify, terminate (partially or acquisitions on behalf of completely), grant any waiver under or for the Business (by purchase of securities or assets, merger or consolidation, or 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 give any consent with respect to bankruptcy or restructuring plans of entities of which the Company any material Contract or any of the SCT Subsidiaries is a creditormaterial License and Permit; (g) make loans violate, breach or advances on behalf default under in any material respect, or take or fail to take any action that (with or without notice or lapse of time or for both) would 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 any transaction with respect to the Business with any officer, director or affiliate of Eagle or any stockholder of Holdings (other than travel and similar advances to its employees and trade credit to customers except for transactions which will be the exclusive liability of Eagle or Holdings after the Closing); (i) make any change in any 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) 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)business consistent with past practice; (j) enter into settle, release or forgive any new customer claim or supplier Contract involving aggregate payments litigation or sales waive any right thereto, in excess each case pertaining to the Business, except in the ordinary course of $500,000business (except for settlements, releases or forgiveness which will be the exclusive liability of Eagle or Holdings after the Closing); (k) take make any action that would cause material change in any method of purchasing, selling, marketing, management or other operations with respect to the Company or any SCT Subsidiary (other than any SCT Subsidiary that is not currently a qualified subchapter S subsidiary) to not be a qualified subchapter S subsidiary as defined in Section 1361(b)(3)(B) of the Code as of the Closing DateBusiness; or (l) agree, whether in writing or otherwise, to do any of the foregoing; provided, however, that the limitations set forth in clauses Section 7.1(a) through Section 7.1(l) shall not apply to any action, transaction or event occurring exclusively between the Company and any SCT Subsidiary or between any of the SCT Subsidiaries in the ordinary course of business.

Operation of the Business. Except as contemplated by otherwise provided in this Agreement or as disclosed on in Section 7.1 6.1 of the Disclosure Letter (such exceptions and disclosed matters herein referred to as “Permitted Transactions”)Letter, from the date hereof until the earlier of the Closing or the termination of this AgreementClosing, Seller shall cause the Company and the SCT Subsidiaries to use all commercially reasonable efforts (i) to continue, in a manner consistent with the past practices of the Business, operating and conducting the Business in the ordinary course, and (ii) not to take any of the following actions in connection with or on behalf of the Business without the prior written approval of Buyer Purchaser (which approval shall not be unreasonably withheld) Seller shall, conditioned and it shall use its commercially reasonable efforts to cause Varian and the Subsidiaries of Varian in respect of the Business to, continue to operate and conduct the Business in the ordinary course of business consistent with past practice. Except as otherwise contemplated by this Agreement or delayed):as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall not and shall use its commercially reasonable efforts to cause Varian and the Subsidiaries of Varian not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), take any of the following actions with respect to the Purchased Assets or the Business: (a) transfer, sell, lease, transfer license or otherwise convey or dispose of of, or encumber subject to any Lien (other than Permitted Liens) ), any of the properties or assets of the BusinessPurchased Assets, other than (i) sales or non-exclusive licenses of inventory in the ordinary course of business, (ii) properties or assets of the Business with an aggregate value less than $500,000 or (iii) with respect to the Divestiture; (b) cancel any material debts or waive any material claims or rights pertaining to the Businessother transfers, except leases, licenses and dispositions made in the ordinary course of business; (cb) grant any material increase in the compensation or benefits arrangements of officers a Transferred Employee or employeesunder any Seller Plan, except for increases in the compensation or benefits of such employees: (iA) 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 consistent with past practice(iii), but not part (ii) of such definition), (iiB) as a result of collective bargainingbargaining or other agreements with such employees as in effect on the date hereof, or (iiiC) as required by applicable Law from time to time in effect or by any Benefit Plan employee benefit plan, program or agreement, arrangement sponsored by Varian or one of its Subsidiaries as in effect on the date hereof; (ivc) as required voluntarily terminate (other than by Lawexpiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such contract) in any respect the material terms of any Assumed Material Contract other than in the ordinary course of business consistent with past practice; (d) except in commence or settle any material Proceeding solely relating to the ordinary course of business, incur, assume Business 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 $1,000,000Purchased Assets; (e) issue, sell agree or grant any shares of capital stock of the Company or any capital stock or other equity interest of any SCT Subsidiary, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of such capital stock or other equity interest other than with respect to the Divestiture; (f) make voluntary investments in or acquisitions on behalf of or for the Business (by purchase of securities or assets, merger or consolidation, or 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 of the SCT Subsidiaries 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, 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 any new customer or supplier Contract involving aggregate payments or sales in excess of $500,000; (k) take any action that would cause the Company or any SCT Subsidiary (other than any SCT Subsidiary that is not currently a qualified subchapter S subsidiary) to not be a qualified subchapter S subsidiary as defined in Section 1361(b)(3)(B) of the Code as of the Closing Date; or (l) agree, whether in writing or otherwise, commit to do any of the foregoing; provided. Not fewer than five (5) days prior to the Closing, howeverSeller shall deliver to Purchaser a supplement to Schedules 2.1(vi) and 4.5(a) of the Disclosure Letter, that the limitations set forth in clauses Section 7.1(a) through Section 7.1(l) which shall not apply to any actionidentify those Contracts entered into by Seller, transaction Varian or event occurring exclusively between the Company and any SCT Subsidiary or between any of their respective Subsidiaries after the SCT Subsidiaries date of this Agreement not in violation of the ordinary course terms hereof which would have constituted “Assumed Contracts” and “Assumed Material Contracts” respectively if such Contracts had been in effect as of businessthe date hereof, and such Contracts identified on such supplement to Schedule 2.1(vi) 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 accordance with the terms hereof.

Operation of the Business. Except as contemplated by otherwise provided in this Agreement or as disclosed on in Section 7.1 6.1 of the Disclosure Letter (such exceptions and disclosed matters herein referred to as “Permitted Transactions”)Letter, from the date hereof until the earlier of the Closing or the termination of this AgreementClosing, Seller shall cause the Company and the SCT Subsidiaries to use all commercially reasonable efforts (i) to continue, in a manner consistent with the past practices of the Business, operating and conducting the Business in the ordinary course, and (ii) not to take any of the following actions in connection with or on behalf of the Business without the prior written approval of Buyer Purchaser (which approval shall not be unreasonably withheld) Seller shall, conditioned and it shall cause its Subsidiaries in respect of the Business to, continue to operate and conduct the Business in the ordinary course of business consistent with past practice and to use commercially reasonable efforts to preserve the Business in all material respects. Except as otherwise contemplated by this Agreement or delayed):as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall not and shall cause its Subsidiaries not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), take any of the following actions with respect to the Purchased Assets, the Transferred IP Rights, the Transferred Trademarks, the Transferred IP Licenses or the Business: (a) transfer, sell, lease, transfer license or otherwise convey or dispose of of, or encumber subject to any Lien (other than Permitted Liens) on, any of the properties or assets of the BusinessPurchased Assets, other than (i) sales of inventory in the ordinary course of business or (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business; (b) grant any increase in the compensation or 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 businessbusiness (excluding severance or bonuses, in either case payable by Seller upon consummation of the transactions contemplated by this Agreement, for Business Employees), (ii) properties as a result of collective bargaining or assets of other agreements with such employees as in effect on the Business with an aggregate value less than $500,000 date hereof or (iii) with respect 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 Subsidiaries as in effect on the Divestiture; (b) cancel any material debts date hereof or waive any material claims or rights pertaining to the Business, except hire new Business Employees other than in the ordinary course of business; (c) grant cancel, compromise, release or assign any increase in Indebtedness owed to the compensation of officers Business or employeesany claims held by the Business, except for increases (i) other than 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) as required by Law; (d) except terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such contract) in any material respect the terms of any Assumed Material Contract other than in the ordinary course of businessbusiness consistent with past practice; (e) sell, incurtransfer, assume license or guarantee otherwise convey or dispose of, or incur or suffer the imposition of any Funded Debt Lien (other than (iPermitted Liens) purchase money borrowingson, (ii) refunding any Transferred IP Right, Transferred Trademark or Transferred IP License, other than non-exclusive licenses in connection with sales or licenses of existing Funded Debt, (iii) indebtedness to an Affiliate incurred products in the ordinary course of business, and (iv) other Funded Debt business consistent with an aggregate principal amount of less than $1,000,000; (e) issue, sell or grant any shares of capital stock of the Company or any capital stock or other equity interest of any SCT Subsidiary, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of such capital stock or other equity interest other than with respect to the Divestiturepast practice; (f) make voluntary investments in commence or acquisitions on behalf of or for the Business (by purchase of securities or assets, merger or consolidation, or 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 settle any of the SCT Subsidiaries is a creditormaterial Proceeding; (g) make loans or advances on behalf of or for the Business (incur any material accounts payable other than travel and similar advances to its employees and trade credit to customers in the ordinary course of business) business consistent with past practice or pursuant 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;obligations under existing Assumed Contracts; or (h) amend in any respect the organizational agree 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 any new customer or supplier Contract involving aggregate payments or sales in excess of $500,000; (k) take any action that would cause the Company or any SCT Subsidiary (other than any SCT Subsidiary that is not currently a qualified subchapter S subsidiary) to not be a qualified subchapter S subsidiary as defined in Section 1361(b)(3)(B) of the Code as of the Closing Date; or (l) agree, whether in writing or otherwise, commit to do any of the foregoing; provided. Not fewer than five Business Days prior to the Closing, however, that the limitations set forth in clauses Seller shall deliver to Purchaser a supplement to Section 7.1(a4.5(a) through Section 7.1(l) shall not apply to any action, transaction or event occurring exclusively between the Company and any SCT Subsidiary or between any of the SCT Disclosure Letter, which shall identify those Contracts entered into by Seller or its Subsidiaries after the date of this Agreement not in violation of the ordinary course terms hereof which would have constituted “Assumed Material Contracts” if such Contracts had been in effect as of businessthe 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 accordance with the terms hereof.

Operation of the Business. Except as contemplated by this Agreement or as disclosed on Section 7.1 of the Disclosure Letter Schedule 6.1 (such exceptions and disclosed matters herein referred to as “Permitted Transactions”), from on or after the date hereof until and prior to the earlier of the Closing or the termination of this AgreementClosing, Seller Parent shall, and shall cause the Company Acquired Entities to (i) use its and the SCT Subsidiaries to use all their commercially reasonable efforts (i) to continue, in a manner consistent with the past practices of the Business, operating to operate and conducting conduct the Business in the ordinary course, course and (ii) not to take any of the following actions in connection with or on behalf of the Business without the prior written approval of Buyer Parent (which approval shall not be unreasonably withheld, conditioned or delayed): (a) sell, lease, transfer or otherwise dispose of or encumber (other than Permitted Liens) any of the properties or assets of the Business, other than (i) in the ordinary course of business, (ii) properties or assets of the Business with an aggregate value less than $500,000 or (iii) with respect to the Divestiture; (b) 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 any material respect in the compensation of officers or employees, except for increases (i) with respect to non-officers, in the ordinary 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; (d) except in the ordinary course of business, incur, assume or guarantee any Funded Debt indebtedness for borrowed money other than (i) purchase money borrowings, (ii) refunding of existing Funded Debtindebtedness, (iii) indebtedness to an Affiliate incurred in the ordinary course of business, and (iv) other Funded Debt with an aggregate principal amount indebtedness for borrowed money that is not material to the results of less than $1,000,000operations or financial condition of the Business taken as a whole; (e) issue, sell or grant any shares of capital stock of any of the Company or any capital stock or other equity interest of any SCT SubsidiaryAcquired Entities, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of such capital stock or other equity interest other than with respect to the Divestiturestock; (f) make voluntary investments in or acquisitions on behalf of or for the Business (by purchase of securities or assets, merger or consolidation, or otherwise) of other Persons, businesses or divisions thereof for consideration in excess of $500,000 in the aggregate for all such investments and acquisitionsthereof, except for acquisitions in settlement of outstanding debts or pursuant to bankruptcy or restructuring plans of entities of which the Company or any of the SCT Subsidiaries 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, 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 material respect the organizational or charter documents of the Company or any of the SCT SubsidiariesAcquired Entities; (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 Acquired Entity (other than as contemplated herebyhereby or acquisitions permitted under clause (f) above); (j) enter into with respect to an Acquired Entity, (i) make or rescind any new customer material Tax election, unless required to do so by Law, (ii) change any material Tax election, settle or supplier Contract involving aggregate payments compromise any material federal, state, local, provincial or sales foreign Tax liability, or waive or extend the statute of limitations in excess respect of $500,000; any material Taxes, (kiii) take file or cause to be filed any action that would amended Tax Return or file or cause to be filed any material claim for refund of Taxes, or (iv) prepare or file any Tax Return inconsistent with past practice in preparing or filing similar Tax Returns in prior periods except to the Company or any SCT Subsidiary (other than any SCT Subsidiary that is not currently a qualified subchapter S subsidiary) to not be a qualified subchapter S subsidiary as defined in Section 1361(b)(3)(B) of the Code as of the Closing Dateextent required by Law; or (lk) agree, whether in writing or otherwise, to do any of the foregoing; provided, however, that the limitations set forth in clauses Section 7.1(a) through Section 7.1(l) shall not apply to any action, transaction or event occurring exclusively between the Company and any SCT Subsidiary or between any of the SCT Subsidiaries in the ordinary course of business.

Operation of the Business. (a) Except as contemplated (i) required by this Agreement applicable Law or as disclosed on Section 7.1 any Governmental Authority, (ii) expressly permitted hereby, or (iii) Buyer may consent to in writing, during the period from the date hereof until the Closing Date, Seller and Stockholders shall use commercially reasonable efforts to, (x) conduct the Business in the ordinary course consistent with past practice, (y) preserve the business operations and organization of the Disclosure Letter Business, and (such exceptions z) preserve the present relationships with employees, Material Customers and disclosed matters herein referred to as “Permitted Transactions”)Material Suppliers of the Business. (b) Without limiting the generality of the foregoing, from the date hereof until the earlier of the Closing or the termination of this AgreementDate, Seller shall cause the Company and the SCT Subsidiaries to use all commercially reasonable efforts except as (i) expressly permitted hereby, or (ii) Buyer may consent to continuein writing, none of Seller, any Stockholder or any of their Affiliates shall, directly or indirectly: (i) make any cash distribution, other than to Anders Gratte as described in a manner consistent with the past practices Section 2.02(a) hereof; (ii) make 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, operating and conducting the Business except as required by GAAP or as disclosed in the ordinary course, and (ii) not notes 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):Financial Statements; (aiv) sellcause any damage, leasedestruction or loss, transfer or any material interruption in use, of any Purchased Assets, whether or not covered by insurance; (v) incur any indebtedness in an aggregate amount exceeding £10,000; (vi) sell or otherwise dispose of or encumber (other than Permitted Liens) any of the properties or assets Purchased Assets, except for the sale of the Business, other than (i) Inventory in the ordinary course of business, (ii) properties or assets of the Business with an aggregate value less than $500,000 or (iii) with respect to the Divestiture; (b) cancel any material debts or waive any material claims or rights pertaining to the Business, except business which Seller has replenished in the ordinary course of business; (cvii) grant cancel any increase in debts or claims or amend, terminate or waive any rights constituting Purchased Assets; (viii) incur any capital expenditures; (ix) impose any Encumbrance upon any of the compensation of officers or employeesPurchased Assets, except for increases Permitted Encumbrances (ix) adopt any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xi) purchase or acquire any property or 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 and consistent with past practice, (ii) as a result of collective bargaining, (iii) as required by any Benefit Plan or agreement, or (iv) as required by Lawbusiness; (dxii) except modify, amend or terminate (other than by expiration of the term thereof) any Material Contract, or, other than in the ordinary course of business, incur, assume or guarantee enter into 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 $1,000,000Material Contract; (exiii) issuesurrender, sell revoke or grant any shares of capital stock terminate (other than by expiration of the Company term thereof) of any Permit; (xiv) make any material change to the policies or procedures related to the Business (including cash management practices or policies, including any acceleration of the collection of material accounts receivable or any capital stock delay in the payment of material accounts payable or other equity interest material accrued expenses or payables), make any material reduction of any SCT Subsidiarythe services, or make any securities or changes in billing rates; (xv) fail to exercise any rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of such capital stock or other equity interest other than renewal with respect to the Divestitureany Leased Real Property that by its terms would otherwise expire; (fxvi) make voluntary investments in modify, cancel or acquisitions on behalf of or for the Business (by purchase of securities or assets, merger or consolidation, or 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 fail to bankruptcy or restructuring plans of entities of which the Company or renew any of the SCT Subsidiaries is a creditorInsurance Policy; (gxvii) make loans grant or advances on behalf acquire, dispose of or for the permit to lapse, any rights to any material Business (other than travel and similar advances Intellectual Property, or disclose or agree to its employees and trade credit to customers in the ordinary course of business) disclose to any Person, except for those loans other than Representatives of Buyer, any material Trade Secret; (xviii) settle, or advances not offer, agree or propose to settle, or consent to judgment in, (i) any Action in excess of $5,000 £10,000 individually or in the aggregate outstanding at as long as such settlement or compromise does not impose any time without taking into account material equitable relief on, or admit any Permitted Transactionswrongdoing with respect to, Buyer or its Affiliates, or (ii) any Action relating to the transactions contemplated hereby; (hxix) amend in make any material changes with respect the organizational or charter documents of the Company or to any of the SCT Subsidiaries; (i) adopt a plan or agreement of complete or partial liquidationpromotions, dissolution, restructuring, recapitalization, merger, consolidation pricing discounts or other reorganization of the Company sales or any of the SCT Subsidiaries (other than as contemplated hereby); (j) enter into any new customer or supplier Contract involving aggregate payments or sales in excess of $500,000; (k) take any action that would cause the Company or any SCT Subsidiary (other than any SCT Subsidiary that is not currently a qualified subchapter S subsidiary) to not be a qualified subchapter S subsidiary as defined in Section 1361(b)(3)(B) of the Code as of the Closing Datemarketing incentives; or (lxx) agree, whether in writing or otherwise, agree to do any of the foregoing; provided, however, or any action or omission that the limitations set forth would result in clauses Section 7.1(a) through Section 7.1(l) shall not apply to any action, transaction or event occurring exclusively between the Company and any SCT Subsidiary or between any of the SCT Subsidiaries in the ordinary course of businessforegoing.

Operation of the Business. Except From the Effective Date through the Closing, the Company shall (and GMIL and the Stockholders shall cause the Company to), except as otherwise expressly contemplated by this Agreement or as disclosed on Section 7.1 consented to in advance by Investor in writing, operate the Business solely in the ordinary course of the Disclosure Letter (such exceptions business and disclosed matters herein referred to as “Permitted Transactions”)in accordance with past practice and will not, from the date hereof until the earlier of the Closing or the termination of in any event, take any action inconsistent with this Agreement, Seller the Ancillary Documents or the consummation of the Closing. Without limiting the generality of the foregoing, the Company shall not (and GMIL and the Stockholders shall cause the Company and the SCT Subsidiaries not to), except as specifically contemplated by this Agreement or as consented to use all commercially reasonable efforts (i) to continue, in a manner consistent with the past practices of the Business, operating and conducting the Business advance by Investor in the ordinary course, and (ii) 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):writing: (a) sellincur any indebtedness for borrowed money, leaseor assume, transfer or otherwise dispose of or encumber guarantee, endorse (other than Permitted Liens) any of the properties endorsements for deposits or assets of the Business, other than (i) collection in the ordinary course of business), (ii) properties or assets otherwise become responsible for obligations of the Business with an aggregate value less than any other Person in excess of US $500,000 or (iii) with respect to the Divestiture5,000; (b) cancel issue or commit to issue any material debts shares of its capital stock or waive any material claims other securities, or rights pertaining any securities convertible into shares of its capital stock or any other securities, including, without limitation, any options to acquire capital stock; (c) declare, pay or incur any obligation to pay any dividend on its capital stock or declare, make or incur any obligation to make any distribution or redemption with respect to capital stock, other than distributions of cash in an aggregate amount not to exceed US $5,000 since the Balance Sheet Date; (d) make any change to the BusinessCompany’s Charter Documents; (e) mortgage, pledge or otherwise encumber any Assets or sell, transfer, license or otherwise dispose of any Assets except for dispositions in the ordinary course of business; (cf) grant cancel, release, or assign any increase indebtedness owed to it or any claims or right held by it; (g) make any investment of capital or commitment of a capital nature either by purchase of stock or securities, contributions to capita, property transfer or otherwise, or by the purchase of any property or assets of any other Person in excess of US $5,000; (h) use any portion of the compensation of officers or employeesCash Advance for any purpose other than financing, except for increases developing and constructing the Solar Power Project; (i) terminate any material Contract or make any change in any material Contract; (j) enter into or modify any employment Contract, (ii) pay any compensation to or for any Employee, officer or director other than in the ordinary course of business and consistent with past practice, (ii) as a result of collective bargainingpursuant to existing employment arrangements, (iii) as required by pay or agree to pay any Benefit Plan bonus, incentive compensation, service award, severance, “stay bonus” or agreementother like benefit, or (iv) as required by Lawenter into or modify any other Employee Benefit Program; (dk) except enter into or modify any Contract or other arrangement with a Related Person; (l) make any change in any method of accounting or accounting practice; (m) fail to comply with all Laws applicable to the Assets and the Business consistent with past practices; (n) fail to (i) maintain the Business, (ii) retain the employees so that such employees will remain available to the Company on and after the Closing, (iii) maintain existing relationships with material suppliers and customers and others having business dealings with the Company and (iv) otherwise to preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing; (o) make or change any election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity Agreement or closing agreement, settle or compromise any claim, notice, audit report or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (p) commence any Proceeding; (q) do any other act which would cause any representation or warranty of the Company, GMIL or any Stockholder in this Agreement to be or become untrue in any material respect or that is not 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; (e) issue, sell or grant any shares of capital stock of the Company or any capital stock or other equity interest of any SCT Subsidiary, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of such capital stock or other equity interest other than with respect to the Divestiture; (f) make voluntary investments in or acquisitions on behalf of or for the Business (by purchase of securities or assets, merger or consolidation, or 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 of the SCT Subsidiaries 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, 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 any new customer or supplier Contract involving aggregate payments or sales in excess of $500,000; (k) take any action that would cause the Company or any SCT Subsidiary (other than any SCT Subsidiary that is not currently a qualified subchapter S subsidiary) to not be a qualified subchapter S subsidiary as defined in Section 1361(b)(3)(B) of the Code as of the Closing Date; or (lr) agreedirectly or indirectly take, whether in writing agree to take or otherwise, otherwise permit to do occur any of the foregoing; provided, however, that the limitations set forth actions described in clauses Section 7.1(aSections 6.2(a) through Section 7.1(l) shall not apply to any action, transaction or event occurring exclusively between the Company and any SCT Subsidiary or between any of the SCT Subsidiaries in the ordinary course of business6.2(q).

Operation of the Business. Except as contemplated by From the date of this Agreement or as disclosed on Section 7.1 of the Disclosure Letter (such exceptions and disclosed matters herein referred to as “Permitted Transactions”), from the date hereof until the earlier of the Closing or the termination of this Agreementoccurs, Seller shall cause will continue to operate the Company and the SCT Subsidiaries to use all commercially reasonable efforts (i) to continue, in a manner consistent with the past practices of the Business, operating and conducting the Business in the ordinary course, and (ii) 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) sell, lease, transfer or otherwise dispose of or encumber (other than Permitted Liens) any of the properties or assets of the Business, other than (i) in the ordinary course of business, (ii) properties or assets of the Business with an aggregate value less than $500,000 or (iii) with respect to the Divestiture; (b) 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, except for increases (i) Assets in the ordinary course of business and consistent in material compliance with past practiceall applicable Laws, including, without limitation, Environmental Laws, and in material compliance with all Basic Documents. From the date hereof until Closing, except (i) as required in Seller’s reasonable judgment in the event of an emergency to protect life, property or the environment, (ii) as a result of collective bargainingset forth on Schedule 1.2, Schedule 6.1(o) or Schedule 7.3, or (iii) as required expressly consented to in writing by Purchaser, which shall not be unreasonably withheld or delayed (except with respect to clauses (c), (d), (e) and (g) below, in respect of which Purchaser’s consent may be withheld at its sole discretion), Seller shall: (a) not expend any Benefit Plan funds in excess of Two Hundred Fifty Thousand Dollars ($250,000) per operation or agreementper well, or make any commitments to expend funds in excess of Two Hundred Fifty Thousand Dollars (iv$250,000) per operation, or otherwise incur any other obligations or liabilities, other than in the ordinary course of business and as would a prudent operator, except (i) to the extent such matters are set forth on Schedule 7.3, to preserve the Assets (including without limitation where needed to comply with any drilling obligations needed to maintain any Mineral Interest), (ii) Seller shall be free to continue its leasing, lease renewal or extension program in accordance with Seller’s past practice and as described on Schedule 1.2, and (iii) to the extent necessary to comply with applicable Laws; (b) not, except where necessary to prevent the termination of a Mineral Interest or where needed to comply with any drilling obligations needed to maintain any Mineral Interest, propose the drilling of any additional xxxxx, or propose the deepening, plugging back or reworking of any existing xxxxx; (c) not sell, transfer or abandon any portion of the Assets other than sales and dispositions of Hydrocarbons and items of materials, supplies, Equipment, improvements or other personal property or fixtures forming a part of the Assets that have become obsolete or unusable and except for any abandonment that is required by Law, order or regulation; (d) except in not terminate (unless the ordinary course of business, incur, assume term thereof expires pursuant to the provisions existing therein) or guarantee materially amend 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 $1,000,000Mineral Interest or Surface Interest; (e) issuenot enter into any agreement which would constitute a Material Contract or terminate, sell cancel or grant any shares of capital stock of materially amend the Company or any capital stock or other equity interest terms of any SCT Subsidiary, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of such capital stock or other equity interest other than with respect to the DivestitureMaterial Contract; (f) make voluntary investments in or acquisitions on behalf of or for not fail to maintain any Governmental Authorization affecting the Business (by purchase of securities or assets, merger or consolidation, or 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 of the SCT Subsidiaries is a creditorAssets; (g) make loans or advances on behalf not enter into any settlement 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) any material issues with respect to any Person, except assets or audit or other administrative or judicial proceeding with respect to Taxes for those loans or advances not in excess of $5,000 in the aggregate outstanding at any time without taking into account any Permitted Transactionswhich Purchaser may have liability; (h) amend not commence participation in any respect the organizational or charter documents “multiemployer plan” (as defined in Section 3(37) of the Company or ERISA) on behalf of any of the SCT SubsidiariesBusiness Employee; (i) adopt a plan not, unless required by Law, (i) enter into, amend, extend or agreement terminate any CBA covering any Business Employee or (ii) recognize or certify any labor union, labor organization or group of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization of employee as the Company or bargaining representative for any of the SCT Subsidiaries (other than as contemplated hereby)Business Employees; (j) enter into not commit to do any new customer or supplier Contract involving aggregate payments or sales of the foregoing actions contained in excess of $500,000clauses (a) through (g); (k) take any action that would pay or cause to be paid all Taxes, Property Expenses, and Burdens, in each case, with respect to the Company or any SCT Subsidiary (other than any SCT Subsidiary that is not currently a qualified subchapter S subsidiary) to not be a qualified subchapter S subsidiary as defined in Section 1361(b)(3)(B) of the Code as of the Closing Date; orAssets operated by Seller; (l) agreemaintain insurance coverage on the Assets in the amounts and types currently in force; (m) use commercially reasonable efforts to maintain in full force and effect all Mineral Interests and Surface Interests, whether except where a reasonably prudent operator would not maintain the same; (n) provide Purchaser a monthly report, describing the operations with respect to the Assets during such calendar month; (o) renew or extend those Mineral Interests described on Schedule 7.3(q); and (p) prepare, in writing or otherwisecooperation with Purchaser, (i) Exhibit A-3 of the NFG Midstream Assignment setting forth the Midstream Surface Interests to be conveyed to NFG Midstream pursuant to the NFG Midstream Assignment and (ii) Exhibit A-3 of the Seneca Assignment setting forth the Surface Interests to be conveyed to Seneca pursuant to the Seneca Assignment. Notwithstanding the foregoing, Seller will be free to do any of the foregoing; providedforegoing without the consent of Purchaser where needed to comply with Seller’s HSSE policies. Requests for approval of any action restricted by this Section 7.3 shall be delivered to the following individual, however, that the limitations who shall have full authority to grant or deny such requests for approval on behalf of Purchaser: Name: Xxx Xxxxxx Email: XxxxxxX@xxxx.xxx Phone: (000) 000-0000 Purchaser’s approval of any action restricted by this Section 7.3 shall not be unreasonably withheld or delayed (except as set forth in clauses this Section 7.1(a7.3) through and shall be considered granted within ten (10) days (unless a shorter time is reasonably required by the circumstances and such shorter time is specified in Seller’s notice) of Seller’s notice to Purchaser requesting such consent unless Purchaser notifies Seller to the contrary during that period. Notwithstanding the foregoing provisions of this Section 7.1(l) shall not apply to any action7.3, transaction or event occurring exclusively between the Company and any SCT Subsidiary or between any of the SCT Subsidiaries in the ordinary course event of businessan emergency, Seller or any member of Seller Group may take such action as reasonably necessary and shall notify Purchaser of such actions as soon as reasonably possible after taking such actions.

Operation of the Business. Except as contemplated by From and after the date of this Agreement or as disclosed on Section 7.1 of the Disclosure Letter (such exceptions and disclosed matters herein referred to as “Permitted Transactions”), from the date hereof until the earlier of Closing, the Closing or the termination of this AgreementCompany shall, Seller and shall cause each of its Subsidiaries to, conduct their respective businesses only in the Company and the SCT Subsidiaries to use all commercially reasonable efforts (i) to continue, in a manner ordinary course consistent with the past practices practice of the BusinessCompany and its Subsidiaries and, operating in any event, in all material respects in accordance with all applicable Law. Without limiting the generality of the foregoing, between the date of this Agreement and conducting the Business in Closing, except as required by Law or with the ordinary courseprior written consent of the Investor, the Company shall not, and (ii) shall not to take permit any of its Subsidiaries to, directly or indirectly, do 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):following: (a) amend or otherwise change the Memorandum and Articles of Association, or any similar charter or constitutional document of any of the 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, convertible securities or other rights of any kind to acquire or receive any shares of, any other ownership interests or any voting securities (including share appreciation rights, phantom stock or similar instruments) of the Company or any of its Subsidiaries (in each case except for the issuance of Common Shares pursuant to the Notes or awards granted in accordance with the terms of any Equity Incentive Plan); (c) declare, set aside, make or pay any dividend or other distribution, payable in cash, shares, property or otherwise, with respect to any of the share capital of the Company or any of its Subsidiaries (except for any dividend or distribution by a Subsidiary of the Company to the Company or another Subsidiary of the Company in the ordinary course of business consistent with past practice) or enter into any agreement with respect to the voting or registration of its share capital, except for quarterly dividends in the amount of $0.025 per Common Share; (d) 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, subject to any Lien, transfer or otherwise dispose of (whether by merger, consolidation or encumber (other than Permitted Liensacquisition of stock or assets or otherwise) any of the properties or assets of the Business, Company or any of its Subsidiaries (including any Intellectual Property) other than (i) purchases or sales in the ordinary course of business, (ii) properties business or assets direct or indirect property acquisitions pending or in planning as of the Business with an aggregate value less than $500,000 or (iii) with respect date hereof which have been disclosed to the DivestitureInvestor; (bf) 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 material debts loans, advances or waive capital contributions to, or investments in, any material claims 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 rights pertaining to the Business, except guarantees of customer mortgages in the ordinary course of business; (ch) grant appoint or change the accounting firm responsible for the audit of the Company and its Subsidiaries, or make any increase in material change of accounting or audit policies of the compensation Company or any of officers or employees, except for increases its Subsidiaries other than such change required by the auditor of the Company; (i) 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 claim, litigation, investigation, legal proceeding, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction of liabilities or obligations as they become due 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 practice or agreement, or (iv) as required by Law; (d) 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; (e) issue, sell or grant any shares of capital stock of the Company or any capital stock or other equity interest of any SCT Subsidiary, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of such capital stock or other equity interest other than with respect to the Divestiture; (f) make voluntary investments in or acquisitions on behalf of or for the Business (by purchase of securities or assets, merger or consolidation, or otherwise) of other Persons, businesses or divisions thereof for consideration not in excess of $500,000 10,000,000 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 of the SCT Subsidiaries is a creditoraggregate; (gk) make loans enter into, consummate, or amend the terms of, any agreement or transaction (including, without limitation, loans, advances on behalf of or (except advances for the Business (other than travel and similar advances to its employees and trade credit to customers business expenses in the ordinary course of business) to or guarantees of Indebtedness) with or for the benefit of any Person, except for those loans of the officers or advances not in excess directors of $5,000 in the aggregate outstanding at Company or any time without taking into account any Permitted Transactions; (h) amend in any respect the organizational or charter documents Affiliate of the Company or any of the SCT Subsidiariestheir respective family members; (il) adopt or enter into a plan or agreement of complete or partial liquidation, scheme of arrangement, dissolution, merger, consolidation, restructuring, recapitalization, merger, consolidation recapitalization or other reorganization of such entity (other than among the Company’s Subsidiaries); (m) cease to conduct the business of Company and its Subsidiaries as it is currently conducted or engage in the conduct of any new line of business material to the Company and its Subsidiaries, taken as a whole; (n) make or authorize any single Capital Expenditure in excess of $5,000,000 or Capital Expenditures in excess of $100,000,000 in the aggregate; (o) approve any budget or business plan of the Company or its Subsidiaries, or make any modification thereto, other than in ordinary course of business consistent with past practices; (p) take any action or fail to take any action 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 the SCT Subsidiaries (other than as contemplated hereby)its Subsidiaries; (js) enter into fail to make in a timely manner any new customer flings or supplier Contract involving aggregate payments or sales in excess of $500,000; (k) take any action that would cause registrations required to be made by the Company with (1) the SEC required under the Securities Act or the Exchange Act, or (2) any SCT Subsidiary (other than any SCT Subsidiary that is not currently a qualified subchapter S subsidiary) to not be a qualified subchapter S subsidiary as defined in Section 1361(b)(3)(B) of the Code as of the Closing DateGovernmental Authority, including MOFCOM, SAIC, SAFE and SAT; or (lt) agreeauthorize, whether in writing agree or otherwise, commit to do any of the foregoing; provided, however, that the limitations set forth in clauses Section 7.1(a) through Section 7.1(l) shall not apply to any action, transaction or event occurring exclusively between the Company and any SCT Subsidiary or between any of the SCT Subsidiaries in the ordinary course of business.

Operation of the Business. Except as contemplated by this Agreement or as disclosed on Section 7.1 of Until the Disclosure Letter (such exceptions and disclosed matters herein referred to as “Permitted Transactions”), from the date hereof until the earlier of the Closing or the termination of this AgreementClosing, Seller shall, and shall cause the each LIG Company to, operate and the SCT Subsidiaries to use all commercially reasonable efforts (i) to continue, in a manner consistent with the past practices of the Business, operating and conducting conduct the Business in the ordinary course, maintain, repair and (ii) not to take any replace the operating assets of the following actions LIG Companies in connection accordance with or on behalf accepted industry practice and consistent with the policies and past practice of the Business LIG Companies and the terms of this Agreement, keep the books and records of all of the LIG Companies in accordance with past practices, maintain all of 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, conditioned withheld or delayed):) or as otherwise contemplated by this Agreement or Schedule 6.1, take any of the following actions with respect to the LIG Companies: (a) 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 capital stock (or other equity interests) of any class or series, or any securities convertible into or exchangeable for shares of capital stock (or other equity interests), or issue any options, warrants or other rights to acquire any shares of capital stock (or other equity interests); (b) sell, lease, transfer or otherwise dispose of or encumber (other than Permitted Liens) any of the properties or assets of the Business, LIG Companies other than (i) in the ordinary course of business, (ii) properties or assets of the Business with an aggregate value less than $500,000 or (iii) with respect to the Divestiture; (b) cancel any material debts or waive any material claims or rights pertaining to the Business, except in the ordinary course of business; (c) cancel any debts or waive any claims or rights pertaining to the Business; (d) grant any increase in the compensation of officers or employeesemployees 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 as required by Law; (e) incur, assume or guarantee any indebtedness for borrowed money; (f) 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 make any commitment to make any capital expenditure in excess of $50,000; (j) unless Buyer has refused to consent, defer making any capital expenditure that would otherwise be made: (i) in the ordinary course of business and consistent with past practice, business; (ii) as a result pursuant to existing business plans or to repair, replace or maintain any assets, properties or facilities of collective bargaining, (iii) as required by any Benefit Plan or agreement, or (iv) as required by Lawthe LIG Companies; (dk) except in declare or pay any dividend or make a similar distribution with respect to securities of any of the ordinary course of business, incur, assume or guarantee any Funded Debt LIG Companies 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 $1,000,000cash dividends; (e) issue, sell or grant any shares of capital stock of the Company or any capital stock or other equity interest of any SCT Subsidiary, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of such capital stock or other equity interest other than with respect to the Divestiture; (f) make voluntary investments in or acquisitions on behalf of or for the Business (by purchase of securities or assets, merger or consolidation, or 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 of the SCT Subsidiaries 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, 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; (il) adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation recapitalization or other reorganization of restructuring; (m) pledge or mortgage the Company Shares or any of the SCT Subsidiaries assets, properties or rights of the LIG Companies or otherwise cause or permit a Lien to exist against the Shares or otherwise cause or permit a Lien (other than as contemplated hereby)a Permitted Lien) to exist against the assets, properties or rights of the LIG Companies; (jn) modify, amend or terminate any Disclosed Contract without prior notice to, and approval from Buyer, or enter into any new customer or supplier Contract involving aggregate payments or sales in excess of $500,000agreement that would, if entered into by a LIG Company before the date hereof, be a Disclosed Contract; (ko) take effect any action that would cause split, combination or reclassification of the securities of any of the 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 LIG Companies without replacing such inventory or spare parts in 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 any SCT Subsidiary the operation of the Business after such settlement or agreement, without prior notice to, and approval (such approval not to 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 any SCT Subsidiary that is not currently a qualified subchapter S subsidiary) to not be a qualified subchapter S subsidiary as defined in Section 1361(b)(3)(B) of the Code as of the Closing Dateordinary course and consistent with past practice; or (lv) agree, whether in writing or otherwise, to do any of the foregoing; provided. Prior to the Closing, howeverSeller shall, that and shall cause the limitations set forth in clauses Section 7.1(aLIG Companies to, make available to Buyer (and its representatives) through Section 7.1(ltheir representatives and employees on a reasonable basis to confer and discuss, with respect to: (i) shall not apply to any action, transaction or event occurring exclusively between the Company and any SCT Subsidiary or between any operation of the SCT Subsidiaries in LIG Companies' and the ordinary course Business assets; (ii) the legal, operational and other actions required or reasonably necessary for the consummation of businessthe transactions contemplated by this Agreement; (iii) the smooth and orderly transition of Business to Buyer; and (iv) the status of Seller's and the LIG Companies' compliance with this Section 6.1.

Operation of the Business. Except for the Reorganization and as ------------------------- otherwise contemplated by this Agreement or as disclosed on Section 7.1 of the Disclosure Letter Schedule 5.1 (such ------------ exceptions and disclosed matters herein referred to as “"Permitted --------- Transactions”"), from the date hereof Sellers covenant that until the earlier of the Closing or the termination of this Agreement, Seller Date they shall cause the Company and the SCT Subsidiaries take no ------------ affirmative action to use all commercially reasonable efforts (i) to continue, in a manner consistent with change the past practices and operation of the BusinessBusiness and shall not, operating and conducting without the Business in prior written approval of Buyers or except as otherwise contemplated by this Agreement or constituting a Permitted Transaction, direct the ordinary course, and (ii) not Purchased Entities or their officers to take any of the following actions in connection (excluding any such actions as are consistent with or on behalf the existing business plans of the Business without the prior written approval Purchased Entities or as are a consequence of Buyer (which approval shall not be unreasonably withheld, conditioned or delayedrelated to a Permitted Transaction): (a) with respect to any Purchased Entity, amend its Articles of Incorporation, By-laws, 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 capital stock of any class or series or other ownership interests, or issue any options, warrants or other rights to acquire any partnership interests, shares of capital stock of any class or series or other ownership interests; (b) sell, lease, transfer or otherwise dispose of or encumber (other than Permitted Liens) any of the their properties or assets of pertaining to the Business, other than (i) in the ordinary course of businessbusiness consistent with past practices, and (ii) properties or assets of the Business with an aggregate value less than $500,000 or (iii) with respect transfers by one Purchased Entity to the Divestiture; (b) cancel any material debts or waive any material claims or rights pertaining to the Business, except in the ordinary course of businessanother Purchased Entity; (c) grant declare or pay any increase dividend or distribution in respect of the compensation equity securities of officers or employeesany Purchased Entity, except for increases (i) that the Harrisburg Proceeds may be so distributed at the election of Seller Parent, in which case the ordinary course Purchase Price shall be reduced by the amount of business and consistent with past practice, (ii) as a result of collective bargaining, (iii) as required by any Benefit Plan such dividend or agreement, or (iv) as required by Lawdistribution; (d) except in the ordinary course of business, incur, assume or guarantee any Funded Debt indebtedness for borrowed money other than (i) purchase money borrowings, (ii) refunding of existing Funded Debt, (iii) indebtedness to an Affiliate for borrowed money incurred in the ordinary course of business, (iii) refunding of existing indebtedness and (iv) other Funded Debt with indebtedness to Sellers or an aggregate principal amount Affiliate of less than $1,000,000Sellers; (e) issue, sell or grant make any shares of capital stock of the Company or any capital stock or other equity interest of any SCT Subsidiary, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of such capital stock or other equity interest other than with respect to the Divestiture; (f) make voluntary investments in or acquisitions on behalf of or for the Business (by purchase of securities or assets, merger or consolidation, or otherwise) of other Persons, businesses or divisions thereof for consideration in excess of $500,000 change in the aggregate for all such investments and acquisitions, except for acquisitions in settlement of outstanding debts accounting principles or pursuant to bankruptcy or restructuring plans of entities of which the Company or any of the SCT Subsidiaries 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 practices reflected in the ordinary course of business) to any Person, except for those loans Financial Statements 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 methods of applying such principles 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 any new customer or supplier Contract involving aggregate payments or sales in excess of $500,000; (k) take any action that would cause the Company or any SCT Subsidiary (other than any SCT Subsidiary that is not currently a qualified subchapter S subsidiary) to not be a qualified subchapter S subsidiary as defined in Section 1361(b)(3)(B) of the Code as of the Closing Datepractices; or (lf) agree, whether in writing or otherwise, to do any of the foregoing; provided, however, that the limitations set forth in clauses Section 7.1(a) through Section 7.1(l) shall not apply to any action, transaction or event occurring exclusively between the Company and any SCT Subsidiary or between any of the SCT Subsidiaries in the ordinary course of business.