Common use of Operation of the Business Clause in Contracts

Operation of the Business. (a) Except as contemplated herein or as otherwise consented to by the Purchaser in writing (which consent will not be unreasonably withheld), prior to the Closing, the Sellers will cause IDP and PRIMO to: (i) Use reasonable efforts to keep the business of IDP and of PRIMO intact and not take or knowingly permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business as the same is presently being conducted, to maintain the goodwill and reputation associated with their business; (ii) Continue their existing practices relating to the maintenance of assets used in their business; (iii) Not purchase, sell, lease or dispose of, or make any contract for the purchase, sale, lease or disposition of, or subject to Lien, any assets other than in the ordinary course of their business; (iv) Except to the extent required by law or specifically provided for elsewhere herein or on Schedule 4.4(d) hereto, not increase the rates of compensation of any employee except for normal salary increases in the ordinary course of business consistent with past practice; and (v) Not amend their governing documents or make any change in their capital stock or grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stock (b) Except as contemplated herein or as otherwise consented to by the IDP Sellers in writing (which consent will not be unreasonably withheld), prior to the Closing, the Purchaser (which shall mean for purposes of this Section 4.4(b) the Purchaser and Xxxx Computer Corporation, a Virginia corporation and AHC) will: (i) Use reasonable efforts to keep the business of the Purchaser intact and not take or not permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business as the same is presently being conducted, and to maintain the goodwill and reputation associated with the business of the Purchaser; (ii) Continue its existing practices relating to the maintenance of assets used in its business; and (iii) Not amend its governing documents, or make any change in its capital stock or, except pursuant to the Purchaser's existing Employee Stock Option Plan, grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stock.

Operation of the Business. (a) Except as contemplated herein or as otherwise consented to by with the prior written consent of Purchaser in writing (which consent will shall not be unreasonably withheld, delayed or conditioned), prior as otherwise contemplated or permitted by this Agreement or as required by the Bankruptcy Code, during the Pre-Closing Period, Seller shall operate the Business in the ordinary course (taking into account Seller’s status as a debtor-in-possession), comply with all Legal Requirements applicable to the Closingoperation of its business and preserve its present business organization intact. During the Pre-Closing Period, the Sellers will cause IDP and PRIMO Seller shall use commercially reasonable efforts to: (i) Use reasonable efforts to keep maintain in full force and effect the business of IDP and of PRIMO intact and not take or knowingly permit to be taken or do or knowingly suffer to be done anything other than Permits in the ordinary course of business as the same is presently being conducted, to maintain the goodwill and reputation associated with their businessall material respects; (ii) Continue their existing practices relating to maintain all of the maintenance Transferred Assets in a manner consistent with past practices, reasonable wear and tear excepted and maintain the types and levels of assets used insurance currently in their businesseffect in respect of the Transferred Assets; (iii) Not purchaseupon any damage, selldestruction or loss to any Transferred Asset, lease or dispose ofapply any insurance proceeds received with respect thereto to the prompt repair, or make any contract for replacement and restoration thereof to the purchasecondition of such Transferred Asset before such event or, saleif required, lease or disposition of, or subject to Lien, any assets such other than in the ordinary course of their business(better) condition as may be required by applicable Legal Requirements; (iv) Except to replenish the extent required by law or specifically provided for elsewhere herein or Inventory such that the mix, character and quality of the Inventory on Schedule 4.4(dthe Closing Date is substantially similar as on the date hereof; (v) hereto, not increase pay when due all undisputed amounts owed under the rates of compensation of any employee except for normal salary increases in the ordinary course of business consistent with past practiceFacilities Leases; and (vvi) Not amend their governing documents or make any change in their capital stock or grant any optionconsult with Purchaser on all material aspects of the Business as may be reasonably requested from time to time by Purchaser, warrant or other right to purchase or to convert any obligation into shares of capital stockincluding, but not limited to, personnel, accounting and financial functions. (b) Except as otherwise contemplated herein or as otherwise consented to permitted by this Agreement, during the IDP Sellers in writing Pre-Closing Period, Seller shall not, without the prior written consent of Purchaser (which consent will shall not be unreasonably withheld), prior to the Closing, the Purchaser (which shall mean for purposes of this Section 4.4(b) the Purchaser and Xxxx Computer Corporation, a Virginia corporation and AHC) will:delayed or conditioned): (i) Use reasonable efforts to keep the business terminate or amend any of the Purchaser intact and not take Facilities Leases (or not permit execute any amendments or modifications to be taken any Facilities Leases), or cancel, modify or waive any claims held in respect of the Transferred Assets or waive any material rights of value; (ii) do any act or knowingly suffer fail to be done anything other than do any act that will cause a material breach or default in any of the Facilities Leases; (iii) sell, transfer or otherwise dispose of any of the Transferred Assets except in the ordinary course of business, consistent with past practices; (iv) modify any of its sales practices or receivables collections practices from those in place on the date hereof, including offering any discounts, incentives or other accommodations for early payment; (v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion its business as going out of business, liquidating or closing; (vi) grant to any Employee any increase in compensation, except increases to non-management Employees in the same is presently being conductedordinary course of business; (vii) terminate any Employee related to the Business, and except non-management Employees in the ordinary course of business; (viii) make or rescind any material Tax election or take any material Tax position (unless required by law) or file any Tax Return or change its fiscal year or financial or Tax accounting methods, policies or practice, or settle any Tax Liability, except in each case as would not reasonably be expected to maintain the goodwill and reputation associated with the business of the materially affect Purchaser; (iiix) Continue its existing practices modify, rescind or terminate a material Permit, allowance, or credit (or application therefor) relating to the maintenance of assets used in its business; andBusiness or the Transferred Assets; (iiix) Not amend its governing documentsdispose of or fail to keep in effect any material rights in, to, or for the use of any of the Intellectual Property, except for rights which expire or terminate in accordance with their terms; (xi) issue any shares of stock or stock equivalents; (xii) subject its assets to any material Encumbrances; (xiii) directly or indirectly make any change in its capital stock or, except pursuant to the Purchaser's existing Employee Stock Option Plan, grant any option, warrant dividend or other right distribution to shareholders or repurchase or reacquire any equity interests; (xiv) close the Store / Headquarters; (xv) issue any purchase order for non-branded goods in excess of $100,000; (xvi) incur any Indebtedness other than under current credit arrangements provided to Purchaser; or (xvii) authorize any of the foregoing, or commit or agree to convert take actions, whether in writing or otherwise, to do any obligation into shares of capital stockthe foregoing.

Operation of the Business. (a) Except as contemplated herein or as otherwise consented Subject to any restrictions and obligations imposed by the Purchaser in writing (which consent will not be unreasonably withheld), prior to the ClosingBankruptcy Court, the Sellers will not engage in any practice, take any action or enter into any transaction outside the Ordinary Course of Business between the date hereof and the Closing Date. The Sellers shall conduct the Business substantially in the manner conducted as of the date hereof and use commercially reasonable efforts to preserve intact the Transferred Assets. In particular, and without limiting the generality of the foregoing, between the date hereof and the Closing Date, each Seller shall, in respect of the Transferred Assets or the operation of the Business,: (a) not sell, transfer, encumber or otherwise dispose of any Transferred Assets or any interest therein, other than immaterial dispositions and Inventory sold or disposed of in the Ordinary Course of Business; (b) not terminate or modify the material terms of any of the Assumed Contracts or Assumed Liabilities; (c) not enter into any Contract that would cause IDP the representation and PRIMO to:warranty contained in Section 2.6(a) to be untrue had such Contract been entered into prior to the date hereof, other than any such Contract entered into in the Ordinary Course of Business; (d) not make any material change in its methods of accounting as in effect on the date of this Agreement; (e) report periodically to the Purchaser, as the Purchaser may reasonably request, concerning the status of the Business, the Transferred Assets and its operations and finances; (f) maintain security at any facilities where Transferred Assets are located reasonably sufficient to protect the Transferred Assets from material theft, loss or destruction; (g) with respect to the Transferred Assets, not enter into any transaction or make or enter into any contract or commitment or amend or terminate any material agreement or commitment which is not in the Ordinary Course of Business; (h) not, without the Bankruptcy Court approval and the Purchaser’s approval, voluntarily terminate or reject (whether pursuant to Section 365 of the Bankruptcy Code or otherwise) any Assumed Contract relating to the Business; (i) Use maintain the Books and Records in the usual, regular and ordinary manner and not destroy, alter or otherwise compromise the integrity of such Books and Records; (j) maintain compliance, in all material respects, with all Laws, rules and regulations of any Governmental Body that relate to the Business or the Transferred Assets (other than the reporting requirements of the Securities and Exchange Commission); (k) pay all debts and obligations (including all trade payables and dealer related liabilities) incurred by it in the Ordinary Course of the Business; (l) use commercially reasonable efforts to keep maintain the business organization of IDP the Business intact, including its material agents, employees, consultants and of PRIMO intact and not take or knowingly permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business as the same is presently being conducted, to maintain the goodwill and reputation associated with their businessindependent contractors; (iim) Continue their existing practices relating to the maintenance of assets used in their business;not enter into any dealer agreements or floor plan arrangements; or (iiin) Not purchasenot dispose of any Transferred Real Property. provided, sellhowever, lease or dispose ofthat, or make notwithstanding the preceding, the Seller may take any contract for of such actions with the purchase, sale, lease or disposition of, or subject to Lien, any assets other than in prior written consent of the ordinary course of their business; (iv) Except to the extent required by law or specifically provided for elsewhere herein or on Schedule 4.4(d) heretoPurchaser, not increase to be unreasonably withheld (provided, that after the rates entry of compensation of any employee except for normal salary increases in the ordinary course of business consistent with past practice; and (v) Not amend their governing documents or make any change in their capital stock or grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stock (b) Except as contemplated herein or as otherwise consented to Sale Approval Order by the IDP Sellers in writing (which consent will not be unreasonably withheld), prior to the ClosingBankruptcy Court, the Purchaser (which shall mean for purposes of this Section 4.4(b) the Purchaser and Xxxx Computer Corporation, a Virginia corporation and AHC) will: (i) Use reasonable efforts to keep the business of the Purchaser intact and not take or not permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business as the same is presently being conducted, and to maintain the goodwill and reputation associated with the business of the Purchaser; (ii) Continue may withhold its existing practices relating to the maintenance of assets used consent in its business; and (iii) Not amend its governing documents, or make any change in its capital stock or, except pursuant to the Purchaser's existing Employee Stock Option Plan, grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stocksole discretion).

Operation of the Business. (a) Except Seller will conduct the operations of the Business in the ordinary course of business as contemplated herein or conducted as otherwise consented to by of the Purchaser in writing (which consent will not be unreasonably withheld)date hereof, prior except for activities related to the ClosingAcquisition. In addition, the Sellers will cause IDP and PRIMO toexcept as may be required by regulatory authorities or by this Agreement, with prior consent of Buyer, or except as previously disclosed, Seller shall: (i) Use comply in all material respects with all applicable Legal Requirements relating to the operation of the Business; (ii) retain all necessary business permits, licenses, registrations and authorizations relating to the Business; (iii) use commercially reasonable efforts to keep preserve for Buyer the goodwill of its customers and others doing business of IDP and of PRIMO intact and with the Business; (iv) not take amend, modify, renew or knowingly permit to be taken or do or knowingly suffer to be done anything cancel, any Assumed Contract, other than in the ordinary course of business or as required to consummate the same is presently being conducted, to maintain the goodwill and reputation associated with their businessAcquisition; (iiv) Continue their existing practices not sell, pledge, transfer, dispose of, encumber (other than Permitted Encumbrances), lease or license any Acquired Assets; (vi) not release, compromise or waive any material claim or material right that is part of the Acquired Assets; (vii) not settle or compromise any litigation or investigation if such settlement or litigation would impose any material obligation or liability on the Acquired Assets or Buyer; (viii) not make, change, revoke or modify any material Tax election, file any material amended Tax Return, surrender any right to claim a material Tax refund, consent to any extension or waiver of the limitations period applicable to any Tax Return, settle or compromise any material Tax liability or file any Tax Return relating to the maintenance Business or the Acquired Assets on a basis inconsistent with past practice (unless otherwise required by applicable Law), in each case to the extent in respect of assets used in their businessthe Business or the Acquired Assets; (iiiix) Not purchasenot terminate the employment or services of any Acquired Employee, sell, lease or dispose ofexcept for cause, or make hire any contract new employee of the Business; (x) not increase or agree to increase the salary or wage rate and incentive opportunity of any Acquired Employee; (xi) not establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions or other compensation or benefits for the purchaseAcquired Employees, salein each case, lease that would individually or disposition ofin the aggregate result in any increase in liability for Buyer other than a de minimis increase, except as required by applicable Law or subject the terms of any such plan, agreement or arrangement in existence on the date hereof and disclosed in writing to LienBuyer or its counsel; and (xii) use commercially reasonable efforts to (A) preserve the Business operations as conducted by the Seller through Primis Life Lending; (B) cooperate with and assist Buyer in assuring the orderly transition of the Business (other than the Excluded Assets or Excluded Liabilities), the Loans to Buyer from Seller (including (i) maintaining any assets blocks or freezes on deposit accounts at Seller that serve as collateral for any Loans and (ii) providing reasonable cooperation with respect to Buyer putting in place customary collateral documentation in favor of Buyer with respect to such accounts by the Second Closing, in each case as permitted by applicable law); and (C) maintain Seller’s normal and customary practices and procedures regarding loan pricing, underwriting and recognition of charge-offs in a manner consistent with past practice with respect to the Loans of the Business. (b) Notwithstanding the foregoing, except as may be required by regulatory authorities or by this Agreement, Seller shall not, without the prior consent of Buyer or: (i) transfer to Seller’s other facilities any of the Acquired Assets other than in the ordinary course of their business; (iv) Except to the extent required by law ; or specifically provided for elsewhere herein or on Schedule 4.4(d) hereto, not increase the rates of compensation of any employee except for normal salary increases in the ordinary course of business consistent with past practice; and (v) Not amend their governing documents or make any change in their capital stock or grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stock (b) Except as contemplated herein or as otherwise consented to by the IDP Sellers in writing (which consent will not be unreasonably withheld), prior to the Closing, the Purchaser (which shall mean for purposes of this Section 4.4(b) the Purchaser and Xxxx Computer Corporation, a Virginia corporation and AHC) will: (i) Use reasonable efforts to keep the business of the Purchaser intact and not take or not permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business as the same is presently being conducted, and to maintain the goodwill and reputation associated with the business of the Purchaser; (ii) Continue its existing practices relating to the maintenance transfer, assign, encumber or otherwise dispose of assets used in its business; and (iii) Not amend its governing documentsor enter into any contract, agreement or understanding, or make negotiate with any change in its capital stock orparty with respect to entering into a contract, except agreement or understanding, to transfer, assign, encumber or otherwise dispose of any or all of the Acquired Assets or pursuant to the Purchaser's existing Employee Stock Option Plan, grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stockthis Agreement.

Operation of the Business. (a) Except as contemplated herein or as otherwise consented From the date of this Agreement until the Closing occurs, Seller will continue to by operate the Purchaser Assets in writing (which consent will not be unreasonably withheld)the ordinary course of business and in compliance with all applicable Laws, prior to including, without limitation, Environmental Laws, and in compliance with all Basic Documents. From the date hereof until Closing, the Sellers will cause IDP and PRIMO Seller agrees not to: (ia) Use reasonable efforts expend any funds in excess of [REDACTED]* per operation or per well, or make any commitments to keep the business expend funds in excess of IDP and of PRIMO intact and not take [REDACTED]* per operation, or knowingly permit to be taken otherwise incur any other obligations or do or knowingly suffer to be done anything liabilities, other than in the ordinary course of business and as would a prudent operator, except in the same is presently being conductedevent of an emergency requiring immediate action to protect human health or safety, prevent environmental contamination, or to preserve the Assets (including without limitation where needed to comply with any drilling obligations needed to maintain the goodwill and reputation associated with their businessany Mineral Interest, which shall not include drilling a well unless Purchaser has expressly provided its prior written consent thereto); (iib) Continue their 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 (in either case, Seller must seek Purchaser’s prior written consent thereto), propose the drilling of any additional xxxxx, or propose the deepening, plugging back or reworking of any existing practices xxxxx, or propose the abandonment of any xxxxx relating to the maintenance of assets used in their businessOil and Gas Interests (and Seller agrees that it will advise and consult with Purchaser with respect to any such proposals made by third parties); (iiic) Not purchase, sell, lease transfer, abandon or dispose of, or make burden any contract for portion of the purchase, sale, lease or disposition of, or subject to Lien, any assets Assets other than in the ordinary course by sales and dispositions of their business; (iv) Except to the extent required by law or specifically provided for elsewhere herein or on Schedule 4.4(d) hereto, not increase the rates of compensation of any employee except for normal salary increases Hydrocarbons in the ordinary course of business consistent with past practice; and (v) Not amend their governing documents or make any change in their capital stock or grant any optionand items of materials, warrant supplies, Equipment, improvements or other right to purchase personal property or to convert any obligation into shares of capital stock (b) Except as contemplated herein or as otherwise consented to by the IDP Sellers in writing (which consent will not be unreasonably withheld), prior to the Closing, the Purchaser (which shall mean for purposes of this Section 4.4(b) the Purchaser and Xxxx Computer Corporation, fixtures forming a Virginia corporation and AHC) will: (i) Use reasonable efforts to keep the business part of the Purchaser intact and not take Assets that have become obsolete or not permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business as the same is presently being conducted, and to maintain the goodwill and reputation associated with the business of the Purchaserunusable for which replacement equipment has been obtained; (iid) Continue its enter into any new contract or materially amend any contract that will constitute part of the Assets; (e) fail to maintain any Governmental Authorization affecting the Assets; (f) enter into any settlement of any material issues with respect to any assets or audit or other administrative or judicial proceeding with respect to Taxes for which Purchaser may have liability; or (g) reduce or terminate Seller’s existing practices relating insurance coverage for the Assets. Requests for approval of any action restricted by this Section 3 shall be delivered to the maintenance following individual, who shall have full authority to grant or deny such requests for approval on behalf of assets used in its business; and (iii) Not amend its governing documents, or make any change in its capital stock or, except pursuant to the Purchaser's existing Employee Stock Option Plan, grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stock.:

Operation of the Business. (a) Except in connection with or as a result of any matter listed or described on Schedule 3.5, as expressly contemplated herein or as otherwise consented to by Purchaser or requested by Purchaser or any of its Affiliates, from the Purchaser in writing (which consent will not be unreasonably withheld), prior date hereof to the ClosingClosing Date, the Sellers Seller will cause IDP and PRIMO the Company to: (ia) Use reasonable efforts to keep the business of IDP Business intact (including without limitation relationships with customers, employees, suppliers and of PRIMO intact others) and not take or knowingly permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business of the Business as the same is presently being conducted, and use reasonable efforts to maintain the goodwill and reputation associated with their the Business; without limiting the generality or effect of the foregoing, (i) in all events Seller will take all actions so that, as of immediately prior to the Closing, the total accounts payable and accrued liabilities (other than any liabilities under the Canadian Pension Plan) included in the C&A Imperial Canada Assumed Liabilities total not more than $5.0 million and (ii) not effect any transaction between Imperial Canada or C&A Canada, on the one hand, and any of the Purchased Imperial Companies, on the other hand, except in the ordinary course of business; (iib) Continue their existing practices relating to the maintenance of the assets used owned, leased or otherwise held by the Company for use in their businessthe Business ("Assets") in good repair, ordinary wear and tear excepted, and continue to make capital expenditures substantially in accordance with budgets previously delivered to Purchaser (and Imperial hereby agrees to continue to make capital expenditures only substantially in accordance with budgets previously delivered to Purchaser unless each other party otherwise consents); (iiic) Not purchase, sell, lease or dispose of, or make enter into any contract Contract for the purchase, sale, lease or disposition of, or subject to Lien, any assets of the Assets other than (i) Products or (ii) in the ordinary course of their businessbusiness of the Business; (ivd) Except Not adopt or make any amendment to the extent required by law any Employee Plan or specifically provided for elsewhere herein or on Schedule 4.4(d) hereto, not increase the general rates of compensation of Employees, except (i) as required by Law or (ii) pursuant to any employee Contract in effect on the date of this Agreement (Seller representing that, to the Knowledge of Seller, no Contract providing for such adoption, amendment or increase is in effect other than collective bargaining agreements the terms of which have been previously disclosed to Purchaser); (e) Not enter into, amend, modify or cancel any material Contract except for normal salary increases in the ordinary course of business consistent with past practice; and; (vf) Not amend their governing documents incur indebtedness for borrowed money, or assume, guarantee, endorse or otherwise become responsible for the obligations of any other person or entity, or make loans or advances to any change in their capital stock person or grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stock entity (b) Except as contemplated herein or as otherwise consented to by the IDP Sellers in writing (which consent will not be unreasonably withheld), prior to the Closing, the Purchaser (which shall mean for purposes of this Section 4.4(b) the Purchaser and Xxxx Computer Corporation, a Virginia corporation and AHC) will: (i) Use reasonable efforts to keep the business of the Purchaser intact and not take or not permit to be taken or do or knowingly suffer to be done anything other than advances to Employees in the ordinary course of business as consistent with past practice reflected on the same is presently being conducted, Company's books and to maintain the goodwill and reputation associated with the business of the Purchaserrecords); (g) Not enter into any joint venture, partnership or similar arrangement; (h) Not amend its Certificate of Incorporation or ByLaws; (i) Not dispose of, permit to lapse or otherwise fail to preserve any of its Intellectual Property or other similar rights, dispose of or permit to lapse any material Permit, or dispose of or disclose to any person or entity other than an authorized representative of Purchaser, any trade secret (except for such of the foregoing as may occur by operation of Law or the terms of any of the foregoing); (j) Not make any change in the accounting methods, principles or practices of the Business, except as required by GAAP; (k) Not sell or factor any account receivable of the Business or otherwise participate in any accounts receivable facility other than to accept payments made by account debtors to the Company at an existing lock-box of the Company (which lock-box arrangement will be terminated as promptly as practicable); (l) With respect to the Pension Plan for Salaried Employees of Imperial Wallcoverings (Canada), Inc.(the "Canadian Pension Plan"), (1) not withdraw any assets from the Canadian Pension Plan other than to pay benefits in accordance with its existing terms, (2) not make any amendment to the Canadian Pension Plan and (3) other than as may be required by Law, make any change to the actuarial assumptions used in determining the actuarial present value of the liabilities of the Canadian Pension Plan; (m) Not fail to pay when due any amount owed to a third party, including without limitation, any Taxes, in accordance with the applicable payment terms; (n) Not prepay any obligation of the Company other than (i) in the ordinary course of business consistent with past practice or (ii) Continue its existing practices relating to the maintenance of assets used in its businessIndebtedness; and (iiio) Not amend its governing documents, enter into a Contract to do any of the foregoing (other than as may be required by Section 3.5(a) or make any change in its capital stock or, except pursuant to the Purchaser's existing Employee Stock Option Plan, grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stock3.5(b).

Operation of the Business. (a) Except in connection with or as a result ------------------------- of any matter listed or described on Schedule 3.5, as expressly contemplated herein or as otherwise consented to by the Purchaser Parent (on behalf of itself and Purchaser) in writing (which consent will not be unreasonably withheld)writing, prior to the Closing, the Sellers Seller will cause IDP and PRIMO the Company to: (ia) Use reasonable efforts to keep the business of IDP Business intact (including without limitation relationships with customers, employees, suppliers and of PRIMO intact others) and not take or knowingly permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business of the Business as the same is presently being conducted, and use reasonable efforts to maintain the goodwill and reputation associated with their businessthe Business; provided, however, that nothing in this Agreement or otherwise will prohibit or restrict the Company from (i) paying or prepaying any indebtedness for borrowed money or any intercompany obligation, (ii) paying any cash dividend or other distribution of cash or cash equivalent items, or (iii) repurchasing for cash any capital stock; (iib) Continue their existing practices relating to the maintenance of the assets used owned, leased or otherwise held by the Company for use in their businessthe Business ("Assets") in good repair, ordinary wear and tear excepted, and continue to make capital expenditures substantially in accordance with budgets delivered to Purchaser; (iiic) Authorize and approve the capital expenditures to be made by the Company described on Schedule 3.5(c); (d) Not purchase, sell, lease or dispose of, or make enter into any contract Contract for the purchase, sale, lease or disposition of, or subject to Lien, any assets of the Assets other than (i) Products or (ii) in the ordinary course of their businessbusiness of the Business; (ive) Except Not adopt or make any amendment to the extent required by law any Employee Plan or specifically provided for elsewhere herein or on Schedule 4.4(d) hereto, not increase the general rates of compensation of Employees, except (i) as required by Law or (ii) pursuant to any employee Contract listed on Schedule 2.1.14; (f) Not enter into, amend, modify or cancel any Contract listed or required to be listed on Schedule 2.1.14, except for normal salary increases in the ordinary course of business consistent with past practice; and; (vg) Not amend their governing documents incur indebtedness for borrowed money, or assume, guarantee, endorse or otherwise become responsible for the obligations of any other person or entity, or make loans or advances to any change in their capital stock person or grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stock entity (b) Except as contemplated herein or as otherwise consented to by the IDP Sellers in writing (which consent will not be unreasonably withheld), prior to the Closing, the Purchaser (which shall mean for purposes of this Section 4.4(b) the Purchaser and Xxxx Computer Corporation, a Virginia corporation and AHC) will: (i) Use reasonable efforts to keep the business of the Purchaser intact and not take or not permit to be taken or do or knowingly suffer to be done anything other than advances to Employees in the ordinary course of business as consistent with past practice reflected on the same is presently being conducted, Company's books and to maintain the goodwill and reputation associated with the business of the Purchaserrecords); (iih) Continue its existing practices relating to the maintenance of assets used in its business; andNot enter into any joint venture, partnership or similar arrangement; (iiii) Not amend its governing documentsCertificate of Incorporation or By-Laws; (j) Not dispose of, permit to lapse or otherwise fail to preserve any of its Intellectual Property or other similar rights, dispose of or permit to lapse any material Permit, or make dispose of or disclose to any change in its capital stock person or entity other than an authorized representative of Purchaser, any trade secret (except for such of the foregoing as may occur by operation of Law or the terms of any of the foregoing); or (k) Not enter into a Contract to do any of the foregoing (other than as may be required by Sections 3.5(a), except pursuant to the Purchaser's existing Employee Stock Option Plan, grant any option, warrant (b) or other right to purchase or to convert any obligation into shares of capital stock(c)).

Operation of the Business. Except as otherwise expressly permitted or required by this Agreement, between the date of this Agreement and the Closing Date, the Seller Parties shall: (a) Except as contemplated herein or as otherwise consented in all material respects conduct the Business in the ordinary course; (b) use commercially reasonable efforts to by preserve intact the current business organization of the Company, keep available the services of the current officers, employees, and agents of the Company, and attempt to maintain the relations and goodwill with suppliers, customers, landlords, creditors, employees, agents, and others having material business relationships with the Company; (c) not, except with the consent of the Purchaser in writing (which consent will not be unreasonably withheld), prior to the Closing, the Sellers will cause IDP and PRIMO to: (i) Use reasonable efforts materially change the terms or conditions of employment of any employee of the Company; (ii) terminate the employment of any employee of the Company except for good reason or cause; (iii) make any payments to keep any employees of the business Company except in the ordinary course of IDP and business; (iv) enter into any employment contract, increase the rate of PRIMO intact and not take compensation (including bonus compensation) payable or knowingly permit to be taken become payable by it to any officer or do any other executive employee or knowingly suffer make any general increase in the compensation or rate of compensation (including bonus compensation) payable or to be done anything become payable to hourly employees or salaried employees or amend the terms of any stock option or other than equity award; or (v) except in the ordinary course of business and as required by the same is presently being conductedPlans, accrue or pay to maintain the goodwill and reputation associated with their businessany of its officers or employees any bonus, profit-sharing, retirement pay, insurance, death benefit, fringe benefit or other compensation; (iid) Continue their existing practices relating use commercially reasonable efforts to the maintenance of assets used obtain in their businesswriting as promptly as possible all Required Consents; (e) (i) comply in all material respects with all applicable Laws, (ii) perform all of its Liabilities without Default, including all obligations under any Contract or license, (iii) Not purchase, sell, lease or dispose of, or make any contract for maintain its corporate existence in good standing in the purchase, sale, lease or disposition of, or subject to Lien, any assets other than jurisdiction of its incorporation and its due qualification in good standing in all jurisdictions in which it is so qualified and (iv) maintain all of its books and records in the ordinary course of their business; (f) not (i) make any change in the Company’s Charter Documents or the Company’s authorized, issued or outstanding capital shares, (ii) grant any options or other rights to acquire, whether directly or contingently, any of the Company’s capital shares, (iii) issue or sell any shares of the Company’s capital stock, (iv) Except except for daily cash distributions from the Company to the extent required by law or specifically provided for elsewhere herein or on Schedule 4.4(d) hereto, not increase the rates of compensation of any employee except for normal salary increases Sole Stockholder in the ordinary course of business consistent with past practice; and (v) Not amend their governing documents business, declare, set aside or pay any dividend or make any change other distribution in their respect of the Company’s capital stock shares or grant any optiondirectly or indirectly redeem, warrant or other right to retire, purchase or to convert otherwise reacquire any obligation into of the Company’s shares of capital stock , (bv) Except as contemplated herein or as otherwise consented to by the IDP Sellers in writing (which consent will not be unreasonably withheld), prior to the Closing, the Purchaser (which shall mean for purposes enter into any type of this Section 4.4(b) the Purchaser and Xxxx Computer Corporation, a Virginia corporation and AHC) will: (i) Use reasonable efforts to keep the business transaction with any of the Purchaser intact and not take Company’s Affiliates, or not permit to be taken (vi) sell, rent, lease or do or knowingly suffer to be done anything other than otherwise dispose of any of Assets, except in the ordinary course of business as business; (g) not (i) except in the ordinary course of business, incur any Indebtedness, (ii) make any capital expenditures or commitments for capital expenditures or enter into any capital leases that when aggregated with all capital expenditures or commitments incurred or capital leases entered into since the Balance Sheet Date exceed $25,000, or (iii) create or suffer to exist any Liens, other than Permitted Liens; (h) at their own expense, use commercially reasonable efforts to maintain in all material respects (i) all of the properties used or useful in the Business in substantially the same is presently being conductedcondition as on the date hereof, normal wear and tear excepted, and (ii) all insurance covering the Business, employees and Assets in full force and effect comparable in amount, scope and coverage to that in effect on the date hereof; (i) not take any action to accelerate the collection of any Accounts Receivable or to delay the payment of any accounts payable of the Company outside the ordinary course of business; (j) maintain in all material respects the goodwill Company’s current assets and reputation associated with current liabilities in the business ordinary course of business; (k) not adopt, terminate, amend, extend, or otherwise change any Plans without the prior written consent of the Purchaser; (iil) Continue its existing practices relating not make, cause to be made, or agree to make any contribution, award, or payment under, any Plans, except at the time and to the maintenance of assets used in its businessextent required by the written terms thereof; andor (iiim) Not amend its governing documentspay, accrue or adequately reserve for in accordance with GAAP all benefits accrued under any Plan, withhold and transfer to the appropriate Plan all monies withheld from employee paychecks, or make any change in its capital stock or, except pursuant received from Company participants with respect to the Purchaser's existing Employee Stock Option Plan, grant any option, warrant or other right to purchase or to convert any obligation into shares Plans and perform in all material respects all of capital stockits obligations in accordance with all applicable Laws and the terms of the Plans.

Operation of the Business. (a) Except in connection with or as a result of any matter listed or described on Schedule 3.5, as expressly contemplated herein or as otherwise consented to by Purchaser or requested by Purchaser or any of its Affiliates, from the Purchaser in writing (which consent will not be unreasonably withheld), prior date hereof to the ClosingClosing Date, the Sellers Seller will cause IDP and PRIMO the Company to: (ia) Use reasonable efforts to keep the business of IDP Business intact (including without limitation relationships with customers, employees, suppliers and of PRIMO intact others) and not take or knowingly permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business of the Business as the same is presently being conducted, and use reasonable efforts to maintain the goodwill and reputation associated with their the Business; without limiting the generality or effect of the foregoing, (i) in all events Seller will take all actions so that, as of immediately prior to the Closing, the total accounts payable and accrued liabilities (other than any liabilities under the Canadian Pension Plan) included in the C&A Imperial Canada Assumed Liabilities total not more than $5.0 million and (ii) not effect any transaction between Imperial Canada or C&A Canada, on the one hand, and any of the Purchased Imperial Companies, on the other hand, except in the ordinary course of business; (iib) Continue their existing practices relating to the maintenance of the assets used owned, leased or otherwise held by the Company for use in their businessthe Business ("Assets") in good repair, ordinary wear and tear excepted, and continue to make capital expenditures substantially in accordance with budgets previously delivered to Purchaser (and Imperial hereby agrees to continue to make capital expenditures only substantially in accordance with budgets previously delivered to Purchaser unless each other party otherwise consents); (iiic) Not purchase, sell, lease or dispose of, or make enter into any contract Contract for the purchase, sale, lease or disposition of, or subject to Lien, any assets of the Assets other than (i) Products or (ii) in the ordinary course of their businessbusiness of the Business; (ivd) Except Not adopt or make any amendment to the extent required by law any Employee Plan or specifically provided for elsewhere herein or on Schedule 4.4(d) hereto, not increase the general rates of compensation of Employees, except (i) as required by Law or (ii) pursuant to any employee Contract in effect on the date of this Agreement (Seller representing that, to the Knowledge of Seller, no Contract providing for such adoption, amendment or increase is in effect other than collective bargaining agreements the terms of which have been previously disclosed to Purchaser); (e) Not enter into, amend, modify or cancel any material Contract except for normal salary increases in the ordinary course of business consistent with past practice; and; (vf) Not amend their governing documents incur indebtedness for borrowed money, or assume, guarantee, endorse or otherwise become responsible for the obligations of any other person or entity, or make loans or advances to any change in their capital stock person or grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stock entity (b) Except as contemplated herein or as otherwise consented to by the IDP Sellers in writing (which consent will not be unreasonably withheld), prior to the Closing, the Purchaser (which shall mean for purposes of this Section 4.4(b) the Purchaser and Xxxx Computer Corporation, a Virginia corporation and AHC) will: (i) Use reasonable efforts to keep the business of the Purchaser intact and not take or not permit to be taken or do or knowingly suffer to be done anything other than advances to Employees in the ordinary course of business as consistent with past practice reflected on the same is presently being conducted, Company's books and to maintain the goodwill and reputation associated with the business of the Purchaserrecords); (g) Not enter into any joint venture, partnership or similar arrangement; (h) Not amend its Certificate of Incorporation or By-Laws; (i) Not dispose of, permit to lapse or otherwise fail to preserve any of its Intellectual Property or other similar rights, dispose of or permit to lapse any material Permit, or dispose of or disclose to any person or entity other than an authorized representative of Purchaser, any trade secret (except for such of the foregoing as may occur by operation of Law or the terms of any of the foregoing); (j) Not make any change in the accounting methods, principles or practices of the Business, except as required by GAAP; (k) Not sell or factor any account receivable of the Business or otherwise participate in any accounts receivable facility other than to accept payments made by account debtors to the Company at an existing lock-box of the Company (which lock-box arrangement will be terminated as promptly as practicable); (l) With respect to the Pension Plan for Salaried Employees of Imperial Wallcoverings (Canada), Inc.(the "Canadian Pension Plan"), (1) not withdraw any assets from the Canadian Pension Plan other than to pay benefits in accordance with its existing terms, (2) not make any amendment to the Canadian Pension Plan and (3) other than as may be required by Law, make any change to the actuarial assumptions used in determining the actuarial present value of the liabilities of the Canadian Pension Plan; (m) Not fail to pay when due any amount owed to a third party, including without limitation, any Taxes, in accordance with the applicable payment terms; (n) Not prepay any obligation of the Company other than (i) in the ordinary course of business consistent with past practice or (ii) Continue its existing practices relating to the maintenance of assets used in its businessIndebtedness; and (iiio) Not amend its governing documents, enter into a Contract to do any of the foregoing (other than as may be required by Section 3.5(a) or make any change in its capital stock or, except pursuant to the Purchaser's existing Employee Stock Option Plan, grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stock3.5(b).

Operation of the Business. (a) Except in connection with or as a result of any matter listed or described on Schedule 3.5, as expressly contemplated herein or as otherwise consented to by the Purchaser Parent (on behalf of itself and Purchaser) in writing (which consent will not be unreasonably withheld)writing, prior to the Closing, the Sellers Seller will cause IDP and PRIMO the Company to: (ia) Use reasonable efforts to keep the business of IDP Business intact (including without limitation relationships with customers, employees, suppliers and of PRIMO intact others) and not take or knowingly permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business of the Business as the same is presently being conducted, and use reasonable efforts to maintain the goodwill and reputation associated with their businessthe Business; provided, however, that nothing in this Agreement or otherwise will prohibit or restrict the Company from (i) paying or prepaying any indebtedness for borrowed money or any intercompany obligation, (ii) paying any cash dividend or other distribution of cash or cash equivalent items, or (iii) repurchasing for cash any capital stock; (iib) Continue their existing practices relating to the maintenance of the assets used owned, leased or otherwise held by the Company for use in their businessthe Business ("Assets") in good repair, ordinary wear and tear excepted, and continue to make capital expenditures substantially in accordance with budgets delivered to Purchaser; (iiic) Authorize and approve the capital expenditures to be made by the Company described on Schedule 3.5(c); (d) Not purchase, sell, lease or dispose of, or make enter into any contract Contract for the purchase, sale, lease or disposition of, or subject to Lien, any assets of the Assets other than (i) Products or (ii) in the ordinary course of their businessbusiness of the Business; (ive) Except Not adopt or make any amendment to the extent required by law any Employee Plan or specifically provided for elsewhere herein or on Schedule 4.4(d) hereto, not increase the general rates of compensation of Employees, except (i) as required by Law or (ii) pursuant to any employee Contract listed on Schedule 2.1.14; (f) Not enter into, amend, modify or cancel any Contract listed or required to be listed on Schedule 2.1.14, except for normal salary increases in the ordinary course of business consistent with past practice; and; (vg) Not amend their governing documents incur indebtedness for borrowed money, or assume, guarantee, endorse or otherwise become responsible for the obligations of any other person or entity, or make loans or advances to any change in their capital stock person or grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stock entity (b) Except as contemplated herein or as otherwise consented to by the IDP Sellers in writing (which consent will not be unreasonably withheld), prior to the Closing, the Purchaser (which shall mean for purposes of this Section 4.4(b) the Purchaser and Xxxx Computer Corporation, a Virginia corporation and AHC) will: (i) Use reasonable efforts to keep the business of the Purchaser intact and not take or not permit to be taken or do or knowingly suffer to be done anything other than advances to Employees in the ordinary course of business as consistent with past practice reflected on the same is presently being conducted, Company's books and to maintain the goodwill and reputation associated with the business of the Purchaserrecords); (iih) Continue its existing practices relating to the maintenance of assets used in its business; andNot enter into any joint venture, partnership or similar arrangement; (iiii) Not amend its governing documentsCertificate of Incorporation or By- Laws; (j) Not dispose of, permit to lapse or otherwise fail to preserve any of its Intellectual Property or other similar rights, dispose of or permit to lapse any material Permit, or make dispose of or disclose to any change in its capital stock person or entity other than an authorized representative of Purchaser, any trade secret (except for such of the foregoing as may occur by operation of Law or the terms of any of the foregoing); or (k) Not enter into a Contract to do any of the foregoing (other than as may be required by Sections 3.5(a), except pursuant to the Purchaser's existing Employee Stock Option Plan, grant any option, warrant (b) or other right to purchase or to convert any obligation into shares of capital stock(c)).

Operation of the Business. Between the date of this Agreement and the Closing, Seller shall: (a) Except as contemplated herein or conduct the Business only in the Ordinary Course of Business; (b) except as otherwise consented directed by Buyer in writing, and without making any commitment on Buyer’s behalf, use its Best Efforts to by preserve intact the Purchaser in writing current Business and business organization, keep available the services of its officers, employees, and agents, and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with it; (which consent will not be unreasonably withheld), c) confer with Buyer prior to implementing operational decisions of a material nature affecting the ClosingBusiness; (d) otherwise report periodically to Buyer concerning the status of the Business, its operations, and its finances; (e) make no material changes in management personnel of the Sellers will cause IDP Business without prior written consent of Buyer, other than changes necessitated by management resignations or terminations for cause; (f) maintain the Assets in a state of repair and PRIMO to:condition that complies with Legal Requirements and is consistent with the requirements and normal conduct of the Business; (g) keep in full force and effect, without amendment, all material rights relating to the Business; (h) comply in all material respects with all Legal Requirements and contractual obligations applicable to the operations of the Business; (i) Use reasonable efforts to keep continue in full force and effect the business of IDP and of PRIMO intact and not take insurance coverage under the policies set forth in Part 3.18 or knowingly permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business as the same is presently being conducted, to maintain the goodwill and reputation associated with their businesssubstantially equivalent policies; (iij) Continue their existing practices relating except as required to comply with ERISA or to maintain qualification under Section 401(a) of the maintenance Code, not amend, modify, or terminate any Employee Plan without the express written consent of assets used in their businessBuyer, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan without the express written consent of Buyer, provided that Seller shall contribute that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Date; (iiik) Not purchasecooperate with Buyer and assist Buyer, sellto the extent reasonably requested by Buyer, lease or dispose ofin identifying the Governmental Authorizations required by Buyer to operate the Business from and after the Closing Date and either transferring existing Governmental Authorizations of Seller to Buyer, where permissible, or make any contract obtaining new Governmental Authorizations for the purchase, sale, lease or disposition of, or subject to Lien, any assets other than in the ordinary course of their businessBuyer; (ivl) Except upon request from time to the extent required by law time, execute and deliver all documents, make all truthful oaths, testify in any Proceedings, and do all other acts that may be reasonably necessary or specifically provided for elsewhere herein or on Schedule 4.4(d) hereto, not increase the rates of compensation of any employee except for normal salary increases desirable in the ordinary course opinion of business consistent with past practiceBuyer to consummate the Contemplated Transactions, all without further consideration; and (vm) Not amend their governing documents or make any change in their capital stock or grant any option, warrant or other right to purchase or to convert any obligation into shares maintain all books and Records of capital stock (b) Except as contemplated herein or as otherwise consented to by the IDP Sellers in writing (which consent will not be unreasonably withheld), prior to the Closing, the Purchaser (which shall mean for purposes of this Section 4.4(b) the Purchaser and Xxxx Computer Corporation, a Virginia corporation and AHC) will: (i) Use reasonable efforts to keep the business of the Purchaser intact and not take or not permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business as the same is presently being conducted, and to maintain the goodwill and reputation associated with the business of the Purchaser; (ii) Continue its existing practices Seller relating to the maintenance Business in the Ordinary Course of assets used in its business; and (iii) Not amend its governing documents, or make any change in its capital stock or, except pursuant to the Purchaser's existing Employee Stock Option Plan, grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stockBusiness.