Common use of Operation of the Business Clause in Contracts

Operation of the Business. Except as set forth on Schedule 3.14 or in connection with this Agreement, Everest and Subsidiaries has not since September 30, 2013: (a) except for content or Equipment or inventory acquired in the Ordinary Course, made any acquisition of any assets, properties, capital stock or business of any other Persons with a purchase price in excess of $50,000 or made any commitments to do any of the foregoing; (b) except in the Ordinary Course, made any sale, assignment, transfer or license of any Intellectual Property; (c) except in the Ordinary Course, terminated, entered into or amended, or agreed to enter into or amend, any Contract required to be disclosed on Schedule 3.9; (d) except in the Ordinary Course, hired, or agreed to hire, any Person to perform services in connection with the Business; entered into or amended, or agreed to enter into or amend, any employment agreement of any employee; made or agreed to make any payment or commitment to pay severance or termination pay to any of its officers, directors, employees, consultants, agents or other representatives; (e) except as would not be reasonably expected to have a Material Adverse Effect, suffered or incurred any material damage, destruction or loss not covered by insurance materially adversely affecting the assets, properties, business, operations, condition (financial or otherwise) or prospects of the Business; (f) except as would not be reasonably expected to have a Material Adverse Effect, failed to make any payment to any creditor of the Business as such obligations become due and payable; and (g) except in the Ordinary Course, established or increased any bonus, commission, insurance, retention, deferred compensation, pension, retirement, profit sharing, stock option (including the granting of stock options, performance awards or restricted stock awards) or other employee benefit plan or arrangement, increased any salary or otherwise increased the compensation payable to or to become payable to any employee, other than annual increases commensurate with past practice.

Operation of the Business. Except as set forth on Schedule 3.14 in connection with this Agreement or in connection with this Agreementthe businesses, Everest and Subsidiaries the Company has not since September June 30, 20132014: (a) except for content or Equipment or inventory acquired in the Ordinary Course, made any acquisition of all or any part of the assets, properties, capital stock or business of any other Persons with a purchase price in excess of $50,000 or made any commitments to do any of the foregoing; (b) except in the Ordinary Course, made any sale, assignment, transfer or license of any Intellectual PropertyProducts; (c) except in the Ordinary Course, terminated, entered into or amended, or agreed to enter into or amend, amend any Contract required to be disclosed on Schedule 3.9which it is a party or to which it or its assets or properties related to the Company’s Business are bound or subject; (d) except Except as provided otherwise provided in the Ordinary Coursethis Agreement, hired, or agreed to hire, any Person to perform material services in connection with the Company’s Business; entered into or amended, or agreed to enter into or amend, any employment agreement of any employee; made or agreed to make any material payment or commitment to pay severance or termination pay to any of its officers, directors, employees, consultants, agents or other representatives; (e) except as would terminated or agreed to terminate, or failed to renew, or received any written threat (that was not be reasonably expected subsequently withdrawn) to have a Material Adverse Effectterminate or fail to renew, any Contract that is or was material to its assets, properties, business, operations or condition (financial or otherwise) relating to the Business; (f) suffered or incurred any material damage, destruction or loss (whether or not covered by insurance insurance) materially adversely affecting the assets, properties, business, operations, condition (financial or otherwise) or prospects of the Business; (f) except as would not be reasonably expected to have a Material Adverse Effect, failed to make any payment to any creditor of the Business as such obligations become due and payable; and (g) except Except as provided in the Ordinary Courseelsewhere in this Agreement, established or increased any bonus, commission, insurance, retention, deferred compensation, pension, retirement, profit sharing, stock option (including the granting of stock options, performance awards or restricted stock awards) or other employee benefit plan or arrangement, increased any salary or otherwise increased the compensation payable to or to become payable to any employee, other than annual increases commensurate Employee; (h) entered into any employment or severance agreement with past practice.any current or former employee providing services with respect to the Business; (i) failed to make any payment to any creditor as they have become due and payable;

Operation of the Business. Except as set forth on Company Disclosure Schedule 3.14 3.10, or in connection with this Agreement, Everest and Subsidiaries the Company has not since September 30, 20132016: (a) except for content or Equipment content, equipment or inventory acquired in the Ordinary CourseCourse of Business, made any material acquisition of all or any part of the assets, properties, capital stock or business of any other Persons with a purchase price in excess of $50,000 or made any commitments to do any of the foregoing; (b) except in the Ordinary CourseCourse of Business, made any material sale, assignment, transfer or exclusive license of any of its products or Intellectual Property; (c) except in the Ordinary Course, terminatedCourse of Business, entered into or agreed to enter into any Material Agreement, or materially amended, or agreed to enter into materially amend any Material Agreement, in each case to which it is a party or amend, any Contract required to be disclosed on Schedule 3.9which it or its assets or properties related to the Business are bound or subject; (d) except in the Ordinary Course, hired, or agreed to hire, any Person to perform services in connection with the Business; entered into or amended, or agreed to enter into or amend, any employment agreement of any employee; made or agreed to make any payment or commitment to pay severance or termination pay to any of its officers, directors, employees, consultants, agents or other representatives, which payment has not yet been made; (e) except as would terminated or agreed to terminate, or failed to renew, or received any written threat (that was not be reasonably expected subsequently withdrawn) to have a terminate or fail to renew, any Material Adverse EffectAgreement that is or was material to its assets, properties, business, operations or condition (financial or otherwise) relating to the Business; (f) suffered or incurred any material damage, destruction or loss (whether or not covered by insurance insurance) materially adversely affecting the assets, properties, business, operations, condition (financial or otherwise) or prospects of the Business; (f) except as would not be reasonably expected to have a Material Adverse Effect, failed to make any payment to any creditor of the Business as such obligations become due and payable; and (g) except in the Ordinary Course, established or increased any bonus, commission, insurance, retention, deferred compensation, pension, retirement, profit sharing, stock option (including the granting of stock options, performance awards or restricted stock awards) or other employee benefit plan or arrangement, increased ; (h) entered into any salary employment or otherwise increased severance agreement with any current or former employee providing services with respect to the compensation payable Business; (i) failed to or to become payable make any material payment to any employeecreditor of the Business as they have become due and payable unless such payment was subsequently made; or (j) authorized, other than annual increases commensurate with past practicecommitted or agreed to take, any of the foregoing actions.

Operation of the Business. Except as set forth on Schedule 3.14 3.10, or in connection with this Agreement, Everest and Subsidiaries the Company has not since September 30January 1, 20132018: (a) except for content or Equipment content, equipment or inventory acquired in the Ordinary CourseCourse of Business, made any material acquisition of all or any part of the assets, properties, capital stock or business of any other Persons with a purchase price in excess of $50,000 or made any commitments to do any of the foregoing; (b) except in the Ordinary CourseCourse of Business, made any material sale, assignment, transfer or exclusive license of any of its products or Intellectual Property; (c) except in the Ordinary Course, terminatedCourse of Business, entered into or agreed to enter into any Material Agreement, or materially amended, or agreed to enter into materially amend any Material Agreement, in each case to which it is a party or amend, any Contract required to be disclosed on Schedule 3.9which it or its assets or properties related to the Business are bound or subject; (d) except in the Ordinary Course, hired, or agreed to hire, any Person to perform services in connection with the Business; entered into or amended, or agreed to enter into or amend, any employment agreement of any employee; made or agreed to make any payment or commitment to pay severance or termination pay to any of its officers, directors, employees, consultants, agents or other representatives, which payment has not yet been made; (e) except as would terminated or agreed to terminate, or failed to renew, or received any written threat (that was not be reasonably expected subsequently withdrawn) to have a terminate or fail to renew, any Material Adverse EffectAgreement that is or was material to its assets, properties, business, operations or condition (financial or otherwise) relating to the Business; (f) suffered or incurred any material damage, destruction or loss (whether or not covered by insurance insurance) materially adversely affecting the assets, properties, business, operations, condition (financial or otherwise) or prospects of the Business; (f) except as would not be reasonably expected to have a Material Adverse Effect, failed to make any payment to any creditor of the Business as such obligations become due and payable; and (g) except in the Ordinary Course, established or increased any bonus, commission, insurance, retention, deferred compensation, pension, retirement, profit sharing, stock option (including the granting of stock options, performance awards or restricted stock awards) or other employee benefit plan or arrangement, increased ; (h) entered into any salary employment or otherwise increased severance agreement with any current or former employee providing services with respect to the compensation payable Business; (i) failed to or to become payable make any material payment to any employeecreditor of the Business as they have become due and payable unless such payment was subsequently made; or (j) authorized, other than annual increases commensurate with past practicecommitted or agreed to take, any of the foregoing actions.

Operation of the Business. Except as set forth on Disclosure Schedule 3.14 3.12 or in connection with this Agreement, Everest and Subsidiaries Pixel has not since September November 30, 20132014: (a) except for content or Equipment or inventory acquired in the Ordinary Courseordinary course of business, made any acquisition of all or any part of the assets, properties, capital stock or business of any other Persons with a purchase price in excess of $50,000 or made any commitments to do any of the foregoing; (b) except in the Ordinary Courseordinary course of business, made any sale, assignment, transfer or license of any of its products or Intellectual Property; (c) except in the Ordinary Course, terminatedordinary course of business, entered into or amended, or agreed to enter into or amend, amend any Contract required contract to be disclosed on Schedule 3.9which it is a party or to which it or its assets or properties related to the Business are bound or subject; (d) except in the Ordinary Course, hired, or agreed to hire, any Person to perform services in connection with the Business; entered into or amended, or agreed to enter into or amend, any employment agreement of any employee; made or agreed to make any payment or commitment to pay severance or termination pay to any of its officers, directors, employees, consultants, agents or other representatives; (e) except as would terminated or agreed to terminate, or failed to renew, or received any written threat (that was not be reasonably expected subsequently withdrawn) to have a Material Adverse Effectterminate or fail to renew, any contract that is or was material to its assets, properties, business, operations or condition (financial or otherwise) relating to the Business; (f) suffered or incurred any material damage, destruction or loss (whether or not covered by insurance insurance) materially adversely affecting the assets, properties, business, operations, condition (financial or otherwise) or prospects of the Business; (f) except as would not be reasonably expected to have a Material Adverse Effect, failed to make any payment to any creditor of the Business as such obligations become due and payable; and (g) except in the Ordinary Course, established or increased any bonus, commission, insurance, retention, deferred compensation, pension, retirement, profit sharing, stock option (including the granting of stock options, performance awards or restricted stock awards) or other employee benefit plan or arrangement, increased any salary or otherwise increased the compensation payable to or to become payable to any employee; (h) entered into any employment or severance agreement with any current or former employee providing services with respect to the Business; (i) failed to make any payment to any creditor of the Business as they have become due and payable; or (j) authorized, other than annual increases commensurate with past practicecommitted or agreed to take, any of the foregoing actions.

Operation of the Business. Except as set forth on Schedule 3.14 or in connection with this Agreement4.24, Everest and Subsidiaries since December 28, 1996 the Seller has not since September 30, 2013not: (a) except for content or Equipment or inventory acquired in the Ordinary Course, made any acquisition of any assets, properties, capital stock or business of any other Persons with a purchase price in excess of $50,000 or made any commitments to do any of the foregoing; (bi) except in the Ordinary Course, made any sale, assignment, transfer or license of any Intellectual Property; (c) except in the Ordinary Course, terminated, entered into or amended, or agreed to enter amend, its articles of incorporation or by-laws (or comparable instruments), (ii) merged with or into or amendconsolidated with, or agreed to merge with or into or consolidate with, any Contract required other person or (iii) changed, or agreed to be disclosed on Schedule 3.9change, in any manner the character of the Business; (di) except in the Ordinary Course, hired, or agreed to hire, any Person to perform services in connection with the Business; employee or consultant for annual compensation (including bonuses and commissions) exceeding $50,000, (ii) entered into or amended, or agreed to enter into or amend, any employment agreement of with any employee; made , (iii) entered into, or agreed to make enter into, any payment agreement with any labor union or association representing any employee, (iv) entered into or amended, or agreed to enter into or amend, any Benefit Plan, (v) made any change in the actuarial methods or assumptions used in funding any pension plan relating to the employees or (vi) made any change in the assumptions or factors used in determining benefit equivalencies thereunder; (c) waived, or agreed to waive, any right of material value to the Business or any of the Assets; (d) (i) made, or agreed to make, any change in its accounting methods or practices other than with the consent of the Buyer or (ii) made, or agreed to make, any change in depreciation or amortization policies or rates adopted by it; (e) materially changed, or agreed to materially change, any of its business policies or practices that relate to the Business, including, without limitation, advertising, marketing, pricing, purchasing, personnel, sales, returns or budget policies or practices; (f) increased the wages, salary, bonus, benefits provided under a Benefit Plan or other direct or indirect compensation, for or to any employee, or made any commitment to pay increase the same; (g) paid, or agreed to pay, any severance or termination pay to any employee; (h) except in the ordinary course of business, (i) entered into, or agreed to enter into, any lease (as lessor or lessee) on behalf of the Business or (ii) sold, abandoned or made, or agreed to sell, abandon or make, any other disposition of any of the assets or properties of the Business; (i) granted or suffered, or agreed to grant or suffer, any Lien (other than Liens securing indebtedness under the Bank Credit Agreements) on any of the assets or properties of the Business; (j) entered into or amended, or agreed to enter into or amend, any contract or other agreement by or to which the Assets or the Business are bound or subject, pursuant to which it agrees to indemnify any party on behalf of the Business or pursuant to which it agrees to refrain from competing with any party with respect to the Business; (k) except in the ordinary course of business,incurred or assumed, or agreed to incur or assume any liability (whether or not currently due and payable); (l) terminated, or agreed to terminate, or failed to renew any contract or other agreement that is or was material to any of the Assets or the assets, properties, business, prospects, operations or condition (financial or otherwise) of the Business or received a written indication (that was not subsequently withdrawn) that a party to such contract or agreement intends to terminate or fail to renew such contract or agreement; (m) except in the ordinary course of business, entered into or amended, or agreed to enter into or amend, any material contract or other agreement or other material transaction relating to the Business or waived any material right under any material contract or other agreement; (n) paid or declared any dividend or other distribution on its capital stock or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock or other ownership interest, as applicable, other than distributions made to its shareholders to fund shareholder income tax liabilities arising from the allocation of the Seller's taxable income under the S corporation election; (o) except for short-term bank borrowings in the ordinary course of business, incurred any indebtedness for borrowed money; (p) made any loan or advance to any of its shareholders, officers, directors, employees, consultants, agents agents, comparable persons or other representatives, as applicable (other than travel advances made in the ordinary course of business), or made any other loan or advance otherwise than in the ordinary course of business; (eq) except as would not be reasonably expected to have a Material Adverse Effectfor inventory or equipment in the ordinary course of business, suffered sold, abandoned or incurred made any material damage, destruction other disposition of any of its properties or loss not covered by insurance materially adversely affecting made any acquisition of all or any part of the assets, properties, business, operations, condition (financial capital stock or otherwise) or prospects business of the Businessany other person; (fr) except as would not be reasonably expected to have a Material Adverse Effectpaid, failed to make directly or indirectly, any payment to any creditor material liability before the same became due in accordance with its terms or otherwise than in the ordinary course of the Business as such obligations become due and payablebusiness; andor (gs) except in undertaken a capital project or authorized or committed to undertake a capital project involving the Ordinary Course, established expenditure of $25,000 or increased any bonus, commission, insurance, retention, deferred compensation, pension, retirement, profit sharing, stock option (including the granting of stock options, performance awards or restricted stock awards) or other employee benefit plan or arrangement, increased any salary or otherwise increased the compensation payable to or to become payable to any employee, other than annual increases commensurate with past practicemore.

Operation of the Business. Except as set forth on Schedule 3.14 or in connection with this Agreement2.12, Everest and Subsidiaries the Company has not not, since September 30, 2013its formation,: (a) except for content or Equipment or inventory acquired in the Ordinary Course, made Made any material acquisition of all or any part of the assets, properties, capital stock or business of any other Persons with a purchase price in excess of $50,000 persons or made or make any commitments to do any of the foregoing; (b) except in the Ordinary Course, made Made any sale, assignment, transfer or license of any Intellectual Propertymaterial assets; (c) except in the Ordinary Course, terminated, entered Entered into or amended, or agreed to enter into any material contract, or amendlease, any Contract required to be disclosed on Schedule 3.9license or other agreement; (d) except in the Ordinary Course, hired, or agreed to hire, any Person to perform services in connection with the Business; entered Entered into or amended, or agreed to enter into or amend, any employment agreement of any employee; made or agreed to make any severance payment or commitment to pay severance or termination pay to any of its officers, directors, employees, consultants, agents or other representatives; (e) except as Terminated or failed to renew any contract, the loss of which would not be reasonably expected to have a Company Material Adverse Effect, suffered ; (f) Suffered or incurred any material damage, destruction or loss (to the extent not covered by insurance materially adversely affecting the assetsinsurance) that has had, properties, business, operations, condition (financial or otherwise) or prospects of the Business; (f) except as would not could reasonably be reasonably expected to have a Company Material Adverse Effect, failed to make any payment to any creditor of the Business as such obligations become due and payable; and; (g) except in Made any dividend, loan or distribution of cash or other property of the Ordinary Course, established Company; (h) Established or increased any bonus, commission, insurance, retention, deferred compensation, pension, retirement, profit sharing, stock option (including the granting of stock options, performance awards or restricted stock awards) or other employee benefit plan or arrangement, increased any salary or otherwise increased the compensation payable to or to become payable to any employee; (i) Entered into any mortgage, other than annual increases commensurate pledge, security interest, or lien with past practicerespect to any Company property or assets; (j) Failed to make any payment to any creditor as they have become due and payable; or (k) Authorized, or committed or agreed to take, any of the foregoing actions.