Common use of Operation of the Businesses of the Company Clause in Contracts

Operation of the Businesses of the Company. (a) Until the Closing, except as otherwise set forth in this Agreement, the Seller Disclosure Schedule or as otherwise consented to by the Purchaser (which consent will not be unreasonably withheld, conditioned or delayed), the Seller will cause the Company to: (i) conduct its business in the ordinary course of business in all material respects; and (ii) use its commercially reasonable efforts to (A) preserve the present business operations, organization (including officers and Employees) and goodwill of the Company and (B) preserve the present relationships with Persons having business dealings with the Company (including customers and suppliers). (b) Until the Closing, except as otherwise set forth in this Agreement, the Seller Disclosure Schedule or as otherwise consented to in writing by the Purchaser (which consent will not be unreasonably withheld, conditioned or delayed), the Seller will not cause or permit the Company to: (i) amend its Governing Documents; (ii) transfer, issue, sell, dispose or, pledge or encumber any shares of its capital stock or securities convertible into any such shares, or any options, warrants or rights to acquire any such shares or other convertible securities; (iii) declare, set aside or pay any dividend or other distribution in respect of its capital stock, other than dividends and other distributions payable solely in cash; (iv) effect any recapitalization, reclassification, stock split, combination or like change in the capitalization of the Company, or amend the terms of any outstanding securities of the Company; (v) terminate, amend, restate, supplement or waive any rights under any Material Contract or Real Property Lease, other than in the ordinary course of business; (vi) waive, compromise, cancel or release any debt, right or claim of a material value to the Company other than in the ordinary course of business; (vii) acquire, by merger or consolidation with another entity, by purchase or otherwise, any material properties or assets or sell, assign, license, transfer, convey, lease or otherwise dispose of any of the material properties or assets of, or used by, the Company, other than in the ordinary course of business; (viii) issue, create, incur, assume, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any Indebtedness from third parties; (ix) enter into any commitment for capital expenditures of the Company in excess of $5,000 for any individual commitment and $10,000 for all commitments in the aggregate; (x) make a change in its accounting or tax reporting principles, methods or policies; (xi) enter into any Contract, understanding or commitment that restrains, restricts, limits or impedes the ability of the Company to compete with or conduct any business or line of business in any geographic area or solicit the employment of any persons; (xii) settle or compromise any pending or threatened proceeding or any claim or claims, in each case involving an amount individually in excess of $5,000; (xiii) change or modify its credit, collection or payment policies, procedures or practices, including acceleration of collections or receivables (whether or not past due) or fail to pay or delay payment of payables or other liabilities; (xiv) take any action which would adversely affect the ability of the parties to consummate the transactions contemplated by this Agreement; (xv) make or change any material Tax election, settle or compromise any material Tax liability, file any material Tax Return, amend any Tax Return, or enter into any closing or other Tax agreement with a Government Authority; or (xvi) agree to do anything (A) prohibited by this Section 5.2, or (B) intended to make any of the representations and warranties of the Seller in this Agreement or instruments or documents delivered in connection herewith or therewith untrue or incorrect in any material respect or could result in any of the conditions to the Closing not being satisfied.

Operation of the Businesses of the Company. (a) Until Between the Closingdate of this Agreement and the Closing Date, except as otherwise set forth in this AgreementSellers will, the Seller Disclosure Schedule or as otherwise consented to by the Purchaser (which consent will not be unreasonably withheld, conditioned or delayed), the Seller and will cause the Company to: (a) operate, maintain and repair the Facilities in accordance in all material respects with the ordinary course of business and collect all Accounts Receivable of the Company on a timely basis; (b) preserve intact the current business organization of the Company, keep available the services of the current officers, employees and agents of the Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company; (c) confer with Buyer concerning any matters which could reasonably be expected to have a Material Adverse Effect; (d) not make any commitments or representations regarding employment at the Facilities or the Company, or any terms or conditions of employment that Buyer might offer to any Person after Closing; (e) not grant any express Encumbrance on any assets of the Company, except to the extent (i) conduct its business required incident to the operation of the assets of such Company and the Facilities in the ordinary course of business in all material respects; and business, or (ii) use its commercially reasonable efforts required or evidenced by any Existing Contract, and then only to the extent that the Encumbrances identified in (A) preserve the present business operations, organization (including officers and Employeesi) and goodwill of (ii) above would not, individually or in the Company aggregate, be reasonably expected to have a Material Adverse Effect; (f) maintain in full force and (B) preserve effect the present relationships with Persons having business dealings Insurance Policies with the Company (including customers coverages, limits and suppliers). (b) Until the Closing, except as otherwise deductibles set forth in this AgreementSection 3.24 of the Disclosure Letter; (g) not take any action which would cause any of Sellers’ representations and warranties set forth in Article 3 to be incorrect in any material respect as of the Closing; (h) take any affirmative action, or fail to take any reasonable action within its control, as a result of which any of the Seller Disclosure Schedule following changes or as otherwise consented events is likely to in writing by the Purchaser (which consent will not be unreasonably withheld, conditioned or delayed), the Seller will not cause or permit the Company tooccur: (i) amend its Governing Documentspayment or increase by the Company of any bonuses, salaries or other compensation to any shareholder, director, officer or (except in the ordinary course of business) employee or entry into any employment, severance or similar contract with any shareholder, director, officer or employee; (ii) transfer, issue, sell, dispose or, pledge or encumber any shares of its capital stock or securities convertible into any such sharesadoption of, or increase in the payments to or benefits under, any optionsprofit sharing, warrants or rights to acquire any such shares bonus, deferred compensation, savings, insurance, pension, retirement or other convertible securities; (iii) declare, set aside employee benefit plan for or pay with any dividend or other distribution in respect of its capital stock, other than dividends and other distributions payable solely in cash; (iv) effect any recapitalization, reclassification, stock split, combination or like change in the capitalization of the Company, or amend the terms of any outstanding securities employees of the Company; (viii) terminatedamage to or destruction or loss of any asset or property of the Company, amendwhether or not covered by insurance, restatematerially and adversely affecting the properties, supplement assets, financial condition or waive any rights under any Material Contract prospects of the Company, taken as a whole, or Real Property Lease, the Facilities or the Business; (iv) sale (other than in the ordinary course of business; (vi) waivebusiness pursuant to this Agreement), compromiselease, cancel or release any debt, right or claim of a material value to the Company other than in the ordinary course of business; (vii) acquire, by merger or consolidation with another entity, by purchase or otherwise, any material properties or assets or sell, assign, license, transfer, convey, lease or otherwise dispose disposition of any of the material properties asset or assets of, or used by, the Company, other than in the ordinary course of business; (viii) issue, create, incur, assume, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any Indebtedness from third parties; (ix) enter into any commitment for capital expenditures property of the Company in excess or mortgage, pledge or imposition of $5,000 for any individual commitment and $10,000 for all commitments in the aggregate; (x) make a change in its accounting lien or tax reporting principles, methods other encumbrance on any asset or policies; (xi) enter into any Contract, understanding or commitment that restrains, restricts, limits or impedes the ability property of the Company to compete with or conduct any business or line of business in any geographic area or solicit (other than the employment of any persons; (xii) settle or compromise any pending or threatened proceeding or any claim or claims, in each case involving an amount individually in excess of $5,000; (xiii) change or modify its credit, collection or payment policies, procedures or practices, including acceleration of collections or receivables (whether or not past due) or fail to pay or delay payment of payables or other liabilities; (xiv) take any action which would adversely affect the ability of the parties to consummate the transactions contemplated by this Agreement; (xv) make or change any material Tax election, settle or compromise any material Tax liability, file any material Tax Return, amend any Tax Return, or enter into any closing or other Tax agreement with a Government Authority; or (xvi) agree to do anything (A) prohibited by this Section 5.2, or (B) intended to make any of the representations and warranties of the Seller in this Agreement or instruments or documents delivered in connection herewith or therewith untrue or incorrect in any material respect or could result in any of the conditions to the Closing not being satisfiedPurchased Units).

Operation of the Businesses of the Company. The Sellers covenant and agree that after the date hereof and on or prior to the Closing Date (except as otherwise expressly contemplated by this Agreement), without the prior written consent of Buyer: (a) Until the Closingbusiness of the Company will be conducted only in the Ordinary Course of Business and in compliance with applicable Legal Requirement and contractual obligations; (b) the Company will not merge, amalgamate or consolidate with any corporation, or acquire all or substantially all of the business or assets of any other Person, business organization, entity or enterprise, or acquire ownership or control of any capital stock, bonds, or other securities of, or any property interest in, any business organization, entity or enterprise or acquire control of the management or policies thereof; (c) except as otherwise set forth in this Agreementon Part 6.1 of the Disclosure Letter, the Seller Disclosure Schedule or as otherwise consented to by Company shall not and the Purchaser (which consent will not be unreasonably withheld, conditioned or delayed), the Seller Sellers will cause the Company not to: (i) conduct its business in the ordinary course of business in all material respects; and (ii) use its commercially reasonable efforts to (A) preserve the present business operations, organization (including officers and Employees) and goodwill of the Company and (B) preserve the present relationships with Persons having business dealings with the Company (including customers and suppliers). (b) Until the Closing, except as otherwise set forth in this Agreement, the Seller Disclosure Schedule or as otherwise consented to in writing by the Purchaser (which consent will not be unreasonably withheld, conditioned or delayed), the Seller will not cause or permit the Company to: (i) amend its Governing Documents; (ii) transfer, issue, sell, dispose or, pledge or encumber any shares of its capital stock or securities convertible into any such shares, or any options, warrants or rights to acquire any such shares or other convertible securities; (iii) declare, set aside or pay any dividend or other distribution in respect of its capital stock, other than dividends and other distributions payable solely in cash; (iv) effect any recapitalization, reclassification, stock split, combination or like change in the capitalization of the Company, or amend the terms of any outstanding securities of the Company; (v) terminate, amend, restate, supplement or waive any rights under any Material Contract or Real Property Lease, other than in the ordinary course of business; (vi) waive, compromise, cancel or release any debt, right or claim of a material value to the Company other than in the ordinary course of business; (vii) acquire, by merger or consolidation with another entity, by purchase or otherwise, any material properties or assets or sell, assign, license, transfer, convey, lease or otherwise dispose of any of the material properties or assets of, or used by, the Company, other than in the ordinary course of business; (viii) issue, create, incur, assume, guarantee, endorse or otherwise become liable or responsible with respect to the obligations of any Person, business organization, entity or enterprise, except for endorsements for collection of negotiable instruments in the Ordinary Course of Business of the Company; (whether directlyii) make any loan or advance to, contingently or otherwiseassume, guarantee, endorse or otherwise become liable with respect to the capital stock or dividends of, any Person, business organization, entity or enterprise except in the Ordinary Course of Business of the Company; (iii) enter into any Indebtedness from third partiestransaction with or create or assume any obligation or liability to, any Seller or any Related Person, agent or relative of any Seller; (iv) enter into any capitated payment agreements; (v) cancel or compromise any debt or claim, except in the Ordinary Course of Business of the Company, or waive any rights of substantial value; (vi) change any of its banking arrangements or grant any powers of attorney; (vii) make any Tax election or settle or compromise any Tax liability; (viii) make any capital expenditures, except those made in the Ordinary Course of Business of the Company which do not exceed $25,000 in the aggregate; (ix) enter into or assume any contract, agreement or commitment for capital expenditures which, by reason of its size, term or other factor, is not in the Ordinary Course of Business of the Company in excess of $5,000 for any individual commitment and $10,000 for all commitments in the aggregateCompany; (x) make a change in delay the payment of its accounting accounts payable or tax reporting principles, methods or policies;taken any actions to accelerate the payment of its accounts receivable; or (xi) enter into take any Contractaction, understanding or commitment that restrainsomit to take any action, restrictswhich would have, limits or impedes could reasonably be expected to have, a Material Adverse Effect on the ability Company. (d) the Company shall use its commercially reasonable efforts in a manner consistent with past practice to preserve the business organization of the Company intact and to compete keep available the services of the present employees and agents of the Company and to preserve the good will of customers, suppliers, referral sources, employees, agents, third-party payors and others having business relations with the Company, subject to any changes arising by virtue of the announcement or conduct any business or line pendency of business in any geographic area or solicit the employment of any personsContemplated Transactions; (xiie) settle the Company shall use its commercially reasonable efforts to maintain all assets owned, leased or compromise any pending or threatened proceeding or any claim or claimsregularly used by it in good operating condition and repair, in each case involving an amount individually in excess of $5,000ordinary wear and tear excepted, and will maintain existing insurance coverage on such assets as well as other existing insurance coverage; (xiiif) change or modify the Company shall maintain its creditbooks, collection or payment policiesaccounts and records in the usual and ordinary manner, procedures or practices, including acceleration of collections or receivables (whether or not past due) or fail to pay or delay payment of payables or other liabilitieson a basis consistent with prior years; (xivg) the Company shall pay all registration, maintenance and renewal fees that are due or past due in connection with each item of Registered Intellectual Property Assets and pay when due all previously disclosed Transaction Costs that have been deducted from the Purchase Price; (h) the Company shall not take any action which would adversely affect the ability of the parties referred to consummate the transactions contemplated by this Agreement; (xv) make or change any material Tax election, settle or compromise any material Tax liability, file any material Tax Return, amend any Tax Return, or enter into any closing or other Tax agreement with a Government Authority; or (xvi) agree to do anything (A) prohibited by this in Section 5.2, or (B) intended to make any of the representations and warranties of the Seller in this Agreement or instruments or documents delivered in connection herewith or therewith untrue or incorrect in any material respect or could result in any of the conditions to the Closing not being satisfied3.16.

Operation of the Businesses of the Company. (a) Until From and after the ClosingEffective Date until the Closing Date, except for actions (i) specifically permitted or consented by the Buyer herein, (ii) as otherwise required by Law or (iii) as set forth in this Agreementthe Disclosure Schedules, the Seller Disclosure Schedule or as otherwise consented to by the Purchaser (which consent will not be unreasonably withheldshall, conditioned or delayed), the Seller will and shall cause the Company to: (i) , preserve its business and the goodwill of its products, suppliers, customers and others with whom it has business relations and conduct its business in the ordinary course of business in all material respects; andbusiness, and shall cause the Company not to take any of the following actions without the prior written consent of the Buyer: (iia) use amend or restate its commercially reasonable efforts to (A) preserve the present business operations, organization (including officers and Employees) and goodwill of the Company and (B) preserve the present relationships with Persons having business dealings with the Company (including customers and suppliers).organizational documents; (b) Until the Closing, except as otherwise set forth in this Agreement, the Seller Disclosure Schedule or as otherwise consented to in writing by the Purchaser (which consent will not be unreasonably withheld, conditioned or delayed), the Seller will not cause or permit the Company to: (i) amend its Governing Documents; (ii) transferauthorize for issuance, issue, sell, dispose orgrant, pledge, deliver or agree or commit to issue, sell, grant, pledge or encumber deliver (whether through the issuance or granting of options, warrants, convertible or exchangeable securities, commitments, subscriptions, rights to purchase or otherwise) any shares of its capital stock or securities convertible into any such shares, or any options, warrants or rights to acquire any such shares or other convertible securitiesstock; (iiic) (i) declare, set aside aside, make or pay any dividend or other distribution distribution, payable in cash, stock or property, with respect to any of its capital stock, other than dividends and other distributions payable solely in cash; (ivii) effect any recapitalizationadjust, reclassification, stock split, combination subdivide, combine or like change reclassify or otherwise amend the terms of its capital stock or issue or authorize the issuance of any other securities in the capitalization respect of, in lieu of or in substitution for its capital stock, or (iii) purchase, redeem or otherwise acquire any capital stock of the Company, or amend the terms of any outstanding securities otherwise undertake a capital reduction of the Company; (vd) terminateother than the transactions contemplated by this Agreement, amend(i) enter into any proposed transaction or series of related transactions involving a merger, restateconsolidation, supplement recapitalization, reorganization or other business combination, (ii) dissolve, liquidate, or wind up, (iii) establish any equity joint venture, equity partnership or any Subsidiary or (iv) otherwise acquire any corporation, partnership or other business organization or division or business unit or asset thereof or any equity interest therein; (e) engage in any transactions (including transfers of assets) with, enter into any contract with, waive any rights under right or claims against, make any payments to or on behalf of, or assume, incur, waive or settle Liabilities for the benefit of, the Seller or any Affiliate of the Seller; (f) (i) enter into any Material Contract or Real Property Lease(ii) accelerate, terminate, cancel, renew, amend, grant a waiver under or otherwise modify any Material Contract; (g) terminate or permit to lapse any of the governmental approvals or any third party consents, exemptions or waivers used in or necessary for legal existence or compliance with Laws applicable to, or the conduct of the Company’s business in the ordinary course of business; (h) make any loans, advances or capital contributions to or investments in any Person; (i) borrow from financial institutions, issue any debt securities or otherwise incur or assume any indebtedness, assume, guarantee or endorse or otherwise become liable or responsible for the indebtedness or Liability of any other Person; (j) sell or lease, transfer, mortgage, pledge or otherwise cause to be subject to any Encumbrance or otherwise dispose of any of assets other than in the ordinary course of business; (vik) waivecommence, compromisedismiss or settle, cancel pay or release discharge, or consent to any debtnon-monetary relief in connection with, right any proceeding; (l) hire, engage, transfer, terminate the employment or claim services of a material value to or promote any Company employee (except for cause as determined by the Company other than in good faith consistent with the ordinary course of business); (viim) acquireexcept as required by Law or the Company’s employee benefits plan, by merger (x) increase salary, bonus or consolidation with another entity, by purchase other compensation or otherwise, any material properties or assets or sell, assign, license, transfer, convey, lease or otherwise dispose benefit of any Company employee or other equivalent change of the material properties or assets ofemployment terms, or used bygrant or commit to any severance pay, special bonus, special benefits or other similar or equivalent amount or consideration; or (y) establish, adopt, enter into, terminate or modify any employment benefit plan or amend or renew any employment benefit plan in a manner that increases the Company, cost or other than in the ordinary course Liability of businessmaintaining such employment benefit plan; (viiin) issuemake, createchange, incur, assume, guarantee, endorse or rescind any election relating to Taxes unless otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any Indebtedness from third parties; (ix) enter into any commitment for capital expenditures of the Company in excess of $5,000 for any individual commitment and $10,000 for all commitments in the aggregate; (x) make a change in its accounting or tax reporting principles, methods or policies; (xi) enter into any Contract, understanding or commitment that restrains, restricts, limits or impedes the ability of the Company to compete with or conduct any business or line of business in any geographic area or solicit the employment of any persons; (xii) settle or compromise any pending or threatened proceeding or any claim or claims, in each case involving an amount individually in excess of $5,000; (xiii) change or modify its credit, collection or payment policies, procedures or practices, including acceleration of collections or receivables (whether or not past due) or fail to pay or delay payment of payables or other liabilities; (xiv) take any action which would adversely affect the ability of the parties to consummate the transactions contemplated required by this Agreement; (xv) make or change any material Tax election, settle or compromise any material Tax liability, file any material Tax ReturnLaw, amend any Tax Return, surrender any right or claim to claim a refund of Taxes, consent to any extension or waiver of the statute of limitations period applicable to any Taxes, Tax Returns or claims for Taxes or take any other actions that would have the effect of increasing the Tax liability of the Company; make any change in accounting methods, policies, principles, practices or procedures, other than as required by Law as then in effect; or (o) take any action that would require any resolution of the board of directors and/or shareholders of the Company pursuant to the organizational documents of the Company or the applicable Laws; or authorize, commit, or enter into any closing contract or other Tax agreement with a Government Authority; or (xvi) agree arrangement to do anything (A) prohibited by this Section 5.2, or (B) intended to make any of the representations and warranties of the Seller in this Agreement or instruments or documents delivered in connection herewith or therewith untrue or incorrect in any material respect or could result in any of the conditions to the Closing not being satisfiedforegoing.