Common use of Operations Prior to Closing Date Clause in Contracts

Operations Prior to Closing Date. In addition to any other express obligation under this Agreement, between the date of this Agreement and the Closing Date, the FCS Companies will, and the Controlling Sellers shall cause the FCS Companies to: (a) conduct the business of the FCS Companies only in the Ordinary Course of Business; (b) use their Best Efforts to preserve intact the current commercial property services organizations of the FCS Companies, keep available the services of the current officers, employees, and agents of the FCS Companies and maintain the relations and good will with owners and tenants of Properties, suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with the FCS Companies. During the period from the date hereof to and including the Closing Date, except as expressly contemplated hereby, without the prior written consent of Buyer, none of the FCS Companies will have: (a) incurred any liability or obligation of any material nature (whether accrued, absolute, contingent or otherwise), except in the Ordinary Course of Business; (b) permitted any of its assets to be subjected to any Encumbrance; (c) sold, transferred or otherwise disposed of any assets except in the Ordinary Course of Business, provided, however, that Sellers may dispose of a certain automobile, a 1994 Honda Accord listed as an Owned Asset, so long as the FCS Companies shall have no liability in respect of such automobile or any lien related thereto as of the Closing Date, and such lien shall be released prior to the Closing Date; (d) made any capital expenditure or commitment therefor, except in the Ordinary Course of Business; (e) redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (f) borrowed money or made any loan to any Person; (g) written off as uncollectible any note or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves, none of which individually or in the aggregate is material to any of the FCS Companies; (h) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee, affiliated brokers, or other employees; (i) cancelled or waived any claims or rights of substantial value; (j) made any change in any method of accounting or auditing practice; (k) hired any additional or replacement employees or engaged additional or replacement independent contractors; (l) entered into any modification of any Contracts except in the Ordinary Course of Business; (m) agreed, whether or not in writing, to do any of the foregoing; (n) caused the Sellers or the FCS Companies to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Operations Prior to Closing Date. In addition to any other express obligation under Except (x) as expressly required by this AgreementAgreement or Legal Requirements, between (y) as set forth on Schedule ‎8.3 or (z) with the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, from and after the date of this Agreement and until the Closing Date, the FCS Companies will, and the Controlling Sellers shall cause the FCS Companies toDate or earlier termination of this Agreement according to its terms: (a) conduct the business of the FCS Companies operate its Business only in the Ordinary Course ordinary course of Businessbusiness consistent with past practice in all material respects, and use its commercially reasonable efforts to preserve its business organization and its existing relations and goodwill with suppliers and business associates; (b) use their Best Efforts to preserve intact operate, use, maintain and repair the current commercial property services organizations of properties and assets owned, operated or used by the FCS Companies, keep available the services of the current officers, employees, and agents of the FCS Companies and maintain the relations and good will with owners and tenants of Properties, suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with the FCS Companies. During the period from the date hereof to and including the Closing Date, except as expressly contemplated hereby, without the prior written consent of Buyer, none of the FCS Companies will have: (a) incurred any liability or obligation of any material nature (whether accrued, absolute, contingent or otherwise), except Company in the Ordinary Course ordinary course of Business; (b) permitted any of its assets to be subjected to any Encumbrancebusiness consistent with past practice; (c) soldnot grant or announce any increase in the rates of salaries, transferred bonuses or otherwise disposed other benefits, compensation or commissions payable to any Business Employees (including equity-based compensation, severance or termination payments), except (i) as required by the terms of any assets except Seller Benefit Plan or Assumed Benefit Plan, as the case may be, in effect on the date hereof or as required by any applicable Legal Requirements or (ii) with respect to Business Employees with an annual base salary not in excess of one hundred thousand Dollars ($100,000), in the Ordinary Course ordinary course of Business, provided, however, that Sellers may dispose of a certain automobile, a 1994 Honda Accord listed as an Owned Asset, so long as the FCS Companies shall have no liability in respect of such automobile or any lien related thereto as of the Closing Date, and such lien shall be released prior to the Closing Datebusiness consistent with past practice; (d) made except as required by the terms of any Assumed Benefit Plan or Seller Benefit Plan, as the case may be, in effect on the date hereof or as required by any applicable Legal Requirements, not establish, enter into, terminate, amend or modify in any material respect any (i) Seller Benefit Plan in a manner that impacts Business Employees (unless such action would apply in all material respects in the same manner to Business Employees as to similarly situated employees of Seller and its Affiliates (other than the Business Employees)) or (ii) Assumed Benefit Plan, in each case, to the extent that any such action could reasonably be expected to result in a material liability to the Company; (e) not (i) (A) hire any person to be employed by the Company who would be a Business Employee following the date of hire or (B) terminate the employment of any Business Employee (other than terminations of employment for cause), in each case, except for individuals with an annual base salary not in excess of one hundred thousand Dollars ($100,000) in the ordinary course of business consistent with past practice or (ii) transfer the employment of (A) any Business Employee from the Company to Seller or any of its Affiliates (other than the Company) or (B) any employee of Seller or any of its Affiliates (other than the Company) whose services are not primarily related to the Business to the Company, in each case, subject to Seller’s rights and obligations to transfer the Business Employees as set forth in ‎Section 9.4(a) and ‎Section 9.4(c); (f) not make, declare or set aside any non-cash dividend or other distribution with respect to its capital stock; (g) not sell, pledge, mortgage, assign, transfer, abandon, fail to maintain, dispose of or encumber any of its material assets (whether real, personal or mixed) except for (i) sales or other transfers of Products, Inventory, supplies and obsolete equipment in the ordinary course of business consistent with past practice, (ii) sales with a sale price that does not exceed two hundred thousand Dollars ($200,000) in the aggregate, (iii) transfers expressly contemplated by this Agreement, including ‎Section 9.16 or (iv) dispositions of obsolete assets in the ordinary course consistent with past practice; (h) not amend its Governing Documents or enter into any merger, consolidation, restructuring, reorganization or share exchange agreement or similar agreement or adopt resolutions providing therefor; (i) not issue, sell, deliver, redeem, purchase or otherwise acquire any of its equity securities, or grant or enter into any options, warrants, rights, agreements or commitments with respect to the issuance of its securities, or amend any terms of any such equity securities or agreements; (j) not pledge, dispose or otherwise subject to any Encumbrance, or authorize the pledge, disposition or subjecting to any Encumbrance of, any of its equity securities; (k) not effect any recapitalization, reclassification, stock split, stock combination or similar change in its capitalization; (l) unless required by applicable Legal Requirements, not (i) enter into any Collective Bargaining Agreement or similar agreement or (ii) recognize or certify any labor union or labor organization as the collective bargaining representative for any employees of the Company; (m) not effectuate a “plant closing” or “mass layoff” (as those terms are defined under the WARN Act or similar action under non-U.S. law) of its employees; (n) not acquire or agree to acquire by merging or consolidating with, or by purchasing the stock or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the Company, other than in the ordinary course of business consistent with past practice; (o) not change any of its material accounting principles, methods or practices other than as required by IFRS; (p) not make any capital expenditure or commitment therefor, except for any capital expenditure other than (i) expenditures pursuant to the capital expenditure budget attached hereto as Exhibit A or (ii) unbudgeted capital expenditures not to exceed one hundred thousand Dollars ($100,000) in the Ordinary Course of Businessaggregate; (eq) redeemed, purchased or otherwise acquired not enter into any shares new line of business outside of its capital stock or any option, warrant or other right to purchase or acquire any such sharesexisting line of business; (fr) borrowed money not amend in any material respect the terms of, release any material rights under, terminate or made enter into any loan Contract, in each case which Contract would be required to any Personbe scheduled on Schedule ‎4.20 if existing on the date hereof; (gs) written off as uncollectible not enter into any note or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves, none of which individually or in the aggregate is material to any of the FCS CompaniesLease; (ht) granted not commence any increase Action or Proceeding other than in the rate ordinary course of wages, salaries, bonuses business consistent with past practice or settle any Action or Proceeding other remuneration of any executive employee, affiliated brokers, than settlements or other employeescompromises not exceeding one hundred thousand Dollars ($100,000) individually and one hundred and fifty thousand Dollars ($150,000) in the aggregate; (iu) cancelled not make any loans, advances or waived any claims or rights capital contributions, except advances for travel and other normal business expenses to officers and employees in the ordinary course of substantial value; (j) made any change in any method of accounting or auditing business consistent with past practice; (kv) hired not voluntarily incur any additional Indebtedness (other than letters of credit, banker’s acceptances or replacement employees or engaged additional or replacement independent contractors;similar credit transactions in the ordinary course of business); or (lw) entered into any modification of any Contracts except in the Ordinary Course of Business; (m) agreednot agree, whether in writing or not in writingotherwise, to do any of the foregoing; foregoing set forth in clauses (nd) caused – (v). Nothing in this ‎Section 8.3 shall restrict Seller’s or any of its Affiliates’ ability, in any respect, to (i) remove or otherwise pay out, in any manner, any or all of the Sellers Cash of the Company on hand or the FCS Companies toat banks, without the prior consent (ii) repay or settle any Indebtedness of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes Company or events listed (iii) settle or otherwise eliminate intercompany accounts and terminate intercompany arrangements in Section 3.16 is likely accordance with ‎Section 9.12 hereof. Notwithstanding anything to occurthe contrary herein, the parties acknowledge and agree that an e-mail from one or more of the following individuals (or such other persons as Buyer may specify by notice to Seller) specifically referencing this ‎Section 8.3 and expressly granting consent shall constitute a valid form of consent of Buyer for all purposes under this ‎Section 8.3: Xxxxxxx Xxxxxx (Xxxxxxx.Xxxxxx@xxxxxxxxxxx.xxx) and Xxxxx X. Xxxxxx (Xxxxx.Xxxxxx@xxxxxxx.xxx).

Operations Prior to Closing Date. (a) In addition to any other express obligation under this Agreement, between the date of this Agreement and the Closing Date, the FCS Companies willCompany will do, and the Controlling Sellers shall cause the FCS Companies toCompany to do each of the following, and the Company and Sellers also represents that from the date of the Interim Balance Sheet to the date of this Agreement the Company has done the following: (ai) conduct the business of the FCS Companies Company only in the usual, regular and ordinary manner, on a basis consistent with past practice, maintain the Company's books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with past practices, maintain and comply with the terms of all licenses, permits and other Legal Requirements, and otherwise conduct the business of the Company only in the Ordinary Course of Business; (bii) use their Best Efforts best efforts to preserve intact the current commercial property services organizations organization of the FCS CompaniesCompany, keep available the services of the current officers, employees, and agents of the FCS Companies current organization of the Company, and maintain the relations and good will with owners and tenants of Properties, all suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with the FCS Companies. During Company; (iii) conduct the business and affairs of the Company in a manner so that all representations and warranties herein will be true and correct at Closing; (iv) maintain all of the Company Assets in good repair, order and condition, and perform all of the Company's obligations under the Contracts; and (v) pay all expenses and accounts payable incurred in connection with the operation of the Company's business in the usual, regular and ordinary manner on a basis consistent with past practice. (b) The Company agrees that during the period from the date hereof of this Agreement to and including the Closing Date, except as expressly contemplated hereby, without the prior written consent of Buyer, none it will not do any of the FCS Companies will havefollowing and the Company and Sellers also represent that from the date of the Interim Balance Sheet to the date of this Agreement the Company has not done any of the following: (ai) incurred incur any liability or obligation of any material nature (whether accrued, absolute, contingent or otherwise), except in the Ordinary Course of Business; (bii) permitted permit any of its assets the Company Assets to be subjected to any Encumbrance; (ciii) soldsell, transferred transfer or otherwise disposed dispose of any assets Company Assets except in the Ordinary Course of Business, provided, however, that Sellers may dispose of a certain automobile, a 1994 Honda Accord listed as an Owned Asset, so long as the FCS Companies shall have no liability in respect of such automobile or any lien related thereto as of the Closing Date, and such lien shall be released prior to the Closing Date; (div) made make any capital expenditure or commitment therefor, except in the Ordinary Course of Business; (ev) redeemedredeem, purchased purchase or otherwise acquired acquire any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (fvi) borrowed except in the Ordinary Course of Business, borrow money or made make any loan to any Person; (gvii) written write off as uncollectible any note or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves, none of which individually or in the aggregate is are not material to any of the FCS CompaniesCompany; (hviii) granted accelerate the collection of any accounts receivable or other amounts payable to the Company; (ix) grant any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee, affiliated brokers, employees or other employees; (ix) cancelled cancel or waived waive any claims or rights of substantial value; (jxi) made make any change in any method of accounting or auditing practice; (kxii) hired any additional or replacement employees or engaged additional or replacement independent contractors; (l) entered into any modification of any Contracts except in the Ordinary Course of Business; (m) agreedagree, whether or not in writing, to do any of the foregoing; (nxiii) caused cause the Sellers or the FCS Companies Company to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Operations Prior to Closing Date. (a) In addition to any other express obligation under this Agreement, between the date of this Agreement and the Closing Date, the FCS Companies willCompany will do each of the following, and the Controlling Sellers shall cause Company also represents that from the FCS Companies todate of the Interim Balance Sheet to the date of this Agreement the Company has done the following: (ai) conduct the business of the FCS Companies Company only in the usual, regular and ordinary manner, on a basis consistent with past practice, maintain the Company's books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with past practices, maintain and comply in all material respects with the terms of all licenses, permits and other Legal Requirements, and otherwise conduct the business of the Company only in the Ordinary Course of Business; (bii) use their Best Efforts its reasonable efforts to preserve intact the current commercial property services organizations organization of the FCS CompaniesCompany, keep available the services of the current officers, employees, and agents of the FCS Companies current organization of the Company, and maintain the relations and good will with owners and tenants of Properties, all suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with the FCS Companies. During Company; (iii) conduct the business and affairs of the Company in a manner so that all representations and warranties herein will be true and correct at Closing in all material respects; (iv) maintain all of the Company Assets in good repair, order and condition, and perform all of the Company's obligations under the Contracts in all material respects; and (v) pay all expenses and accounts payable incurred in connection with the operation of the Company's business in the Ordinary Course of Business on a basis consistent with past practice. (b) Except as set forth in Exhibit 3.14, the Company agrees that ------------ during the period from the date hereof of this Agreement to and including the Closing Date, except as expressly contemplated hereby, without the prior written consent of Buyer, none it will not do any of the FCS Companies will havefollowing and the Company also represents that from the date of the Interim Balance Sheet to the date of this Agreement the Company has not done any of the following: (ai) incurred permit any liability of the Company Assets to be subjected to any Encumbrance; (ii) sell, transfer or obligation otherwise dispose of any material nature (whether accrued, absolute, contingent or otherwise), Company Assets except in the Ordinary Course of Business; (biii) permitted any of its assets to be subjected to any Encumbrance; (c) sold, transferred or otherwise disposed of any assets except in the Ordinary Course of Business, provided, however, that Sellers may dispose of a certain automobile, a 1994 Honda Accord listed as an Owned Asset, so long as the FCS Companies shall have no liability in respect of such automobile or any lien related thereto as of the Closing Date, and such lien shall be released prior to the Closing Date; (d) made any capital expenditure or commitment therefor, except in the Ordinary Course of Business; (e) redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (f) borrowed money or made any loan to any Person; (g) written write off as uncollectible any note or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves, none of which individually or in the aggregate is are not material to any of the FCS CompaniesCompany; (hiv) granted accelerate the collection of any increase accounts receivable or other amounts payable to the Company other than in the rate Ordinary Course of wages, salaries, bonuses or other remuneration of any executive employee, affiliated brokers, or other employeesBusiness; (iv) cancelled cancel or waived waive any claims or rights of substantial value;; or (jvi) made make any material change in any method of accounting or auditing practice; (k) hired any additional or replacement employees or engaged additional or replacement independent contractors; (l) entered into any modification of any Contracts except in the Ordinary Course of Business; (m) agreed, whether or not in writing, to do any of the foregoing; (n) caused the Sellers or the FCS Companies to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Operations Prior to Closing Date. (a) In addition to any other express obligation under this Agreement, between the date of this Agreement and the Closing Date, the FCS Companies will, and the Controlling Sellers Shareholders shall cause the FCS Companies toCompany to do each of the following, and Shareholders also represent that from the date of the Interim Balance Sheet to the date of this Agreement the Company has done the following: (ai) conduct the business of the FCS Companies Company only in the usual, regular and ordinary manner, on a basis consistent with past practice, maintain the Company's books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with past practices, maintain and comply with the terms of all licenses, permits and other Legal Requirements, and otherwise conduct the business of the Company only in the Ordinary Course of Business; (bii) use their Best Efforts best efforts to preserve intact the current commercial property services organizations organization of the FCS CompaniesCompany, keep available the services of the current officers, employees, and agents of the FCS Companies current organization of the Company, and maintain the relations and good will with owners and tenants of Properties, all suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with the FCS Companies. During Company; (iii) conduct the business and affairs of the Company in a manner so that all representations and warranties herein will be true and correct at Closing; (iv) maintain all of the Company Assets in good repair, order and condition, and perform all of the Company's obligations under the Contracts; and (v) pay all expenses and accounts payable incurred in connection with the operation of the Company's business in the usual, regular and ordinary manner on a basis consistent with past practice. (b) Shareholders agree that during the period from the date hereof of this Agreement to and including the Closing Date, except as expressly contemplated hereby, without the prior written consent of BuyerTHI, none they will not permit Company to do any of the FCS Companies will havefollowing and Shareholders also represent that from the date of the Interim Balance Sheet to the date of this Agreement the Company has not done any of the following: (ai) incurred incur any liability or obligation of any material nature (whether accrued, absolute, contingent or otherwise), except in the Ordinary Course of Business; (bii) permitted permit any of its assets the Company Assets to be subjected to any Encumbrance; (ciii) soldsell, transferred transfer or otherwise disposed dispose of any assets Company Assets except in the Ordinary Course of Business, provided, however, that Sellers may dispose of a certain automobile, a 1994 Honda Accord listed as an Owned Asset, so long as the FCS Companies shall have no liability in respect of such automobile or any lien related thereto as of the Closing Date, and such lien shall be released prior to the Closing Date; (div) made make any capital expenditure or commitment therefor, except in the Ordinary Course of Business; (ev) redeemedredeem, purchased purchase or otherwise acquired acquire any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (fvi) borrowed except in the Ordinary Course of Business, borrow money or made make any loan to any Person; (gvii) written write off as uncollectible any note or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves, none of which individually or in the aggregate is are not material to any of the FCS CompaniesCompany; (hviii) granted accelerate the collection of any accounts receivable or other amounts payable to the Company; (ix) grant any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee, affiliated brokers, employees or other employees; (ix) cancelled cancel or waived waive any claims or rights of substantial value; (jxi) made make any change in any method of accounting or auditing practice; (kxii) hired any additional or replacement employees or engaged additional or replacement independent contractors; (l) entered into any modification of any Contracts except in the Ordinary Course of Business; (m) agreedagree, whether or not in writing, to do any of the foregoing; (nxiii) caused cause the Sellers Shareholders or the FCS Companies Company to, without the prior consent of BuyerTHI, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Operations Prior to Closing Date. (a) In addition to any other express obligation under this Agreement, between the date of this Agreement and the Closing Date, the FCS Companies willCompany will do, and the Controlling Sellers Shareholders shall cause the FCS Companies toCompany to do each of the following, and each of the Company and the Shareholders also represents that from the date of the Interim Balance Sheet to the date of this Agreement the Company has done the following: (ai) conduct the business of the FCS Companies Company only in the usual, regular and ordinary manner, on a basis consistent with past practice, maintain the Company's books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with past practices, maintain and comply with the terms of all licenses, permits and other Legal Requirements, and otherwise conduct the business of the Company only in the Ordinary Course of Business; (bii) use their Best Efforts best efforts to preserve intact the current commercial property services organizations organization of the FCS CompaniesCompany, keep available the services of the current officers, employees, and agents of the FCS Companies current organization of the Company, and maintain the relations and good will with owners and tenants of Properties, all suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with the FCS Companies. During Company; (iii) conduct the business and affairs of the Company in a manner so that all representations and warranties herein will be true and correct at Closing; (iv) maintain all of the Company Assets in good repair, order and condition, and perform all of the Company's obligations under the Contracts; and (v) pay all expenses and accounts payable incurred in connection with the operation of the Company's business in the usual, regular and ordinary manner on a basis consistent with past practice. (b) Except as set forth in EXHIBIT 3.14, the Company agrees that during the ------------ period from the date hereof of this Agreement to and including the Closing Date, except as expressly contemplated hereby, without the prior written consent of BuyerTHI, none it will not do any of the FCS Companies will havefollowing and the Company and Shareholders also represent that from the date of the Interim Balance Sheet to the date of this Agreement the Company has not done any of the following: (ai) incurred incur any liability or obligation of any material nature (whether accrued, absolute, contingent or otherwise), except in the Ordinary Course of Business; (bii) permitted permit any of its assets the Company Assets to be subjected to any Encumbrance; (ciii) soldsell, transferred transfer or otherwise disposed dispose of any assets Company Assets except in the Ordinary Course of Business, provided, however, that Sellers may dispose of a certain automobile, a 1994 Honda Accord listed as an Owned Asset, so long as the FCS Companies shall have no liability in respect of such automobile or any lien related thereto as of the Closing Date, and such lien shall be released prior to the Closing Date; (div) made make any capital expenditure or commitment therefor, except in the Ordinary Course of Business; (ev) redeemedredeem, purchased purchase or otherwise acquired acquire any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (fvi) borrowed except in the Ordinary Course of Business, borrow money or made make any loan to any Person; (gvii) written write off as uncollectible any note or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves, none of which individually or in the aggregate is are not material to any of the FCS CompaniesCompany; (hviii) granted accelerate the collection of any accounts receivable or other amounts payable to the Company; (ix) except as disclosed on Exhibit 5.4(b)(ix), grant any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee, affiliated brokers, employees or other employees; (ix) cancelled cancel or waived waive any claims or rights of substantial value; (jxi) made make any change in any method of accounting or auditing practice; (kxii) hired any additional or replacement employees or engaged additional or replacement independent contractors; (l) entered into any modification of any Contracts except in the Ordinary Course of Business; (m) agreedagree, whether or not in writing, to do any of the foregoing; (nxiii) caused cause the Sellers Shareholders or the FCS Companies Company to, without the prior consent of BuyerTHI, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Operations Prior to Closing Date. (a) In addition to any other express obligation under this Agreement, between the date of this Agreement and the Closing Date, the FCS Companies willCompany will do each of the following, and the Controlling Sellers shall cause Company also represents that from the FCS Companies todate of the Interim Balance Sheet to the date of this Agreement the Company has done the following: (ai) conduct the business of the FCS Companies Company only in the usual, regular and ordinary manner, on a basis consistent with past practice, maintain the Company's books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with past practices, maintain and comply in all material respects with the terms of all licenses, permits and other Legal Requirements, and otherwise conduct the business of the Company only in the Ordinary Course of Business; (bii) use their Best Efforts its reasonable efforts to preserve intact the current commercial property services organizations organization of the FCS CompaniesCompany, keep available the services of the current officers, employees, and agents of the FCS Companies current organization of the Company, and maintain the relations and good will with owners and tenants of Properties, all suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with the FCS Companies. During Company; (iii) conduct the business and affairs of the Company in a manner so that all representations and warranties herein will be true and correct at Closing in all material respects; (iv) maintain all of the Company Assets in good repair, order and condition, and perform all of the Company's obligations under the Contracts in all material respects; and (v) pay all expenses and accounts payable incurred in connection with the operation of the Company's business in the Ordinary Course of Business on a basis consistent with past practice. (b) Except as set forth in EXHIBIT 3.14, the Company agrees that during the ------------ period from the date hereof of this Agreement to and including the Closing Date, except as expressly contemplated hereby, without the prior written consent of Buyer, none it will not do any of the FCS Companies will havefollowing and the Company also represents that from the date of the Interim Balance Sheet to the date of this Agreement the Company has not done any of the following: (ai) incurred permit any liability of the Company Assets to be subjected to any Encumbrance; (ii) sell, transfer or obligation otherwise dispose of any material nature (whether accrued, absolute, contingent or otherwise), Company Assets except in the Ordinary Course of Business; (biii) permitted any of its assets to be subjected to any Encumbrance; (c) sold, transferred or otherwise disposed of any assets except in the Ordinary Course of Business, provided, however, that Sellers may dispose of a certain automobile, a 1994 Honda Accord listed as an Owned Asset, so long as the FCS Companies shall have no liability in respect of such automobile or any lien related thereto as of the Closing Date, and such lien shall be released prior to the Closing Date; (d) made any capital expenditure or commitment therefor, except in the Ordinary Course of Business; (e) redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (f) borrowed money or made any loan to any Person; (g) written write off as uncollectible any note or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves, none of which individually or in the aggregate is are not material to any of the FCS CompaniesCompany; (hiv) granted accelerate the collection of any increase accounts receivable or other amounts payable to the Company other than in the rate Ordinary Course of wages, salaries, bonuses or other remuneration of any executive employee, affiliated brokers, or other employeesBusiness; (iv) cancelled cancel or waived waive any claims or rights of substantial value;; or (jvi) made make any material change in any method of accounting or auditing practice; (k) hired any additional or replacement employees or engaged additional or replacement independent contractors; (l) entered into any modification of any Contracts except in the Ordinary Course of Business; (m) agreed, whether or not in writing, to do any of the foregoing; (n) caused the Sellers or the FCS Companies to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Operations Prior to Closing Date. (a) In addition to any other express obligation under this Agreement, between the date of this Agreement and the Closing Date, the FCS Companies willCompany will do, and the Controlling Sellers shall cause the FCS Companies toCompany to do each of the following, and each of the Company and the Sellers also represents that from the date of the Interim Balance Sheet to the date of this Agreement the Company has done the following: (ai) conduct the business of the FCS Companies Company only in the usual, regular and ordinary manner, on a basis consistent with past practice, maintain the Company's books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with past practices, maintain and comply with the terms of all licenses, permits and other Legal Requirements, and otherwise conduct the business of the Company only in the Ordinary Course of Business; (bii) use their Best Efforts best efforts to preserve intact the current commercial property services organizations organization of the FCS CompaniesCompany, keep available the services of the current officers, employees, and agents of the FCS Companies current organization of the Company, and maintain the relations and good will with owners and tenants of Properties, all suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with the FCS Companies. During Company; (iii) conduct the business and affairs of the Company in a manner so that all representations and warranties herein will be true and correct at Closing; (iv) maintain all of the Company Assets in good repair, order and condition, and perform all of the Company's obligations under the Contracts; and (v) pay all expenses and accounts payable incurred in connection with the operation of the Company's business in the usual, regular and ordinary manner on a basis consistent with past practice. (b) Except as set forth in EXHIBIT 3.14, the Company agrees that during ------------ the period from the date hereof of this Agreement to and including the Closing Date, except as expressly contemplated hereby, without the prior written consent of Buyer, none it will not do any of the FCS Companies will havefollowing and the Company and Sellers also represent that from the date of the Interim Balance Sheet to the date of this Agreement the Company has not done any of the following: (ai) incurred incur any liability or obligation of any material nature (whether accrued, absolute, contingent or otherwise), except in the Ordinary Course of Business; (bii) permitted permit any of its assets the Company Assets to be subjected to any Encumbrance; (ciii) soldsell, transferred transfer or otherwise disposed dispose of any assets Company Assets except in the Ordinary Course of Business, provided, however, that Sellers may dispose of a certain automobile, a 1994 Honda Accord listed as an Owned Asset, so long as the FCS Companies shall have no liability in respect of such automobile or any lien related thereto as of the Closing Date, and such lien shall be released prior to the Closing Date; (div) made make any capital expenditure or commitment therefor, except in the Ordinary Course of Business; (ev) redeemedredeem, purchased purchase or otherwise acquired acquire any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (fvi) borrowed except in the Ordinary Course of Business, borrow money or made make any loan to any Person; (gvii) written write off as uncollectible any note or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves, none of which individually or in the aggregate is are not material to any of the FCS CompaniesCompany; (hviii) granted accelerate the collection of any accounts receivable or other amounts payable to the Company; (ix) except as disclosed on EXHIBIT 5.4(b)(ix), grant any increase in ------------------ the rate of wages, salaries, bonuses or other remuneration of any executive employee, affiliated brokers, employees or other employees; (ix) cancelled cancel or waived waive any claims or rights of substantial value; (jxi) made make any change in any method of accounting or auditing practice; (kxii) hired any additional or replacement employees or engaged additional or replacement independent contractors; (l) entered into any modification of any Contracts except in the Ordinary Course of Business; (m) agreedagree, whether or not in writing, to do any of the foregoing; (nxiii) caused cause the Sellers or the FCS Companies Company to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Operations Prior to Closing Date. (a) In addition to any other express obligation under this Agreement, between the date of this Agreement and the Closing Date, the FCS Companies willCompany will do each of the following, and the Controlling Sellers shall cause Company also represents that from the FCS Companies todate of the Interim Balance Sheet to the date of this Agreement the Company has done the following: (ai) conduct the business of the FCS Companies Company only in the usual, regular and ordinary manner, on a basis consistent with past practice, maintain the Company's books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with past practices, maintain and comply with the terms of all licenses, permits and other Legal Requirements, and otherwise conduct the business of the Company only in the Ordinary Course of Business; (bii) use their Best Efforts best efforts to preserve intact the current commercial property services organizations organization of the FCS CompaniesCompany, keep available the services of the current officers, employees, and agents of the FCS Companies current organization of the Company, and maintain the relations and good will with owners and tenants of Properties, all suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with the FCS Companies. During Company; (iii) conduct the business and affairs of the Company in a manner so that all representations and warranties herein will be true and correct at Closing; (iv) maintain all of the Company Assets in good repair, order and condition, and continue to perform all of the Company's obligations under the Contracts; and (v) pay all expenses and accounts payable incurred in connection with the operation of the Company's business in the usual, regular and ordinary manner on a basis consistent with past practice. (b) Except as set forth in EXHIBIT 3.14, the Company agrees that during the ------------ period from the date hereof of this Agreement to and including the Closing Date, except as expressly contemplated hereby, without the prior written consent of Buyer, none it will not do any of the FCS Companies will havefollowing and the Company also represents that from the date of the Interim Balance Sheet to the date of this Agreement the Company has not done any of the following: (ai) incurred except in the Ordinary Course of Business, permit any liability of the Company Assets to be subjected to any Encumbrance; (ii) sell, transfer or obligation otherwise dispose of any material nature (whether accrued, absolute, contingent or otherwise), Company Assets except in the Ordinary Course of Business; (biii) permitted any of its assets to be subjected to any Encumbrance; (c) sold, transferred or otherwise disposed of any assets except in the Ordinary Course of Business, provided, however, that Sellers may dispose of a certain automobile, a 1994 Honda Accord listed as an Owned Asset, so long as the FCS Companies shall have no liability in respect of such automobile or any lien related thereto as of the Closing Date, and such lien shall be released prior to the Closing Date; (d) made any capital expenditure or commitment therefor, except in the Ordinary Course of Business; (e) redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (f) borrowed money or made any loan to any Person; (g) written write off as uncollectible any note or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves, none of which individually or in the aggregate is are not material to any of the FCS CompaniesCompany; (hiv) granted accelerate the collection of any increase in the rate of wages, salaries, bonuses accounts receivable or other remuneration of any executive employee, affiliated brokers, or other employeesamounts payable to the Company; (iv) cancelled cancel or waived waive any claims or rights of substantial value;; or (jvi) made make any change in any method of accounting or auditing practice; (k) hired any additional or replacement employees or engaged additional or replacement independent contractors; (l) entered into any modification of any Contracts except in the Ordinary Course of Business; (m) agreed, whether or not in writing, to do any of the foregoing; (n) caused the Sellers or the FCS Companies to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Operations Prior to Closing Date. (a) In addition to any Seller's other express obligation obligations under this Agreement, between the date of this Agreement and the Closing Date, Seller will do each of the FCS Companies willfollowing, and Seller also represents that from the Controlling Sellers shall cause Balance Sheet Date to the FCS Companies todate of this Agreement Seller has done each of the following: (ai) conduct the business of Seller only in the FCS Companies usual, regular and ordinary manner, on a basis consistent with past practice; maintain Seller's books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with past practices; maintain and comply with the terms of all licenses, permits and other Legal Requirements; and otherwise conduct the business of Seller only in the Ordinary Course of BusinessBusiness and in compliance with all Legal Requirements; (bii) use their Best Efforts its best efforts to preserve intact the current commercial property services organizations organization of the FCS CompaniesSeller, keep available the services of the current officers, employees, and agents of the FCS Companies current organization of Seller, and maintain the relations and good will with owners and tenants of Properties, all suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with Seller; (iii) conduct the FCS Companies. During business and affairs of Seller in a manner so that all representations and warranties herein will be true and correct at Closing; (iv) maintain all of the Company Assets in good repair, order and condition, and continue to perform in a timely manner all of Seller's obligations under the Contracts; (v) pay all expenses and accounts payable incurred in connection with the operation of Seller's business in the usual, regular and ordinary manner on a basis consistent with past practice; (vi) maintain in full force and effect all policies of insurance now in effect or renewals or appropriate replacements thereof, and give all notices and present all claims under all policies of insurance in due and timely fashion; and (vii) duly and timely file all Tax Returns required to be filed by it and promptly pay all Taxes which shall be due and payable; Seller shall not enter into any agreement, waiver or arrangement providing for an extension of time with respect to the filing of any Tax Return or the payment or assessment of any Tax; and Seller shall withhold from each payment to each of its employees the amount of all taxes or other sums (including, but not limited to, United States federal income taxes and any applicable state or local income taxes or Federal Insurance Contribution Act taxes) required to be withheld therefrom and will pay the same to the proper tax-receiving officers prior to their respective due dates. (b) Except as set forth in Schedule 3.14, Seller agrees that during the period from the date hereof of this Agreement to and including the Closing Date, except as expressly contemplated hereby, without the prior written consent of Buyer, none it will not do any of the FCS Companies will havefollowing and Seller also represents that, from the Balance Sheet Date to the date of this Agreement, Seller has not done any of the following: (i) (a) incurred increase the compensation payable or to become payable by Seller to any liability officer or obligation employee thereof, or increase any the benefits under any Employee Benefit Plan, or increase any payment plan, payment or arrangement made to, for or with any employees; or (b) commit itself (1) to any additional Employee Benefit Plans, or to any employment or consulting agreement with or for the benefit of any material nature Person, or (whether accrued2) to amend any of such plans or any of such agreements in existence on the date hereof; (ii) except in the Ordinary Course of Business, absolutepermit any of the Company Assets to be subjected to any Encumbrance; (iii) sell, contingent transfer or otherwise), otherwise dispose of any Company Assets except in the Ordinary Course of Business; (biv) permitted any of its assets to be subjected to any Encumbrance; (c) sold, transferred or otherwise disposed of any assets except in the Ordinary Course of Business, provided, however, that Sellers may dispose of a certain automobile, a 1994 Honda Accord listed as an Owned Asset, so long as the FCS Companies shall have no liability in respect of such automobile or any lien related thereto as of the Closing Date, and such lien shall be released prior to the Closing Date; (d) made any capital expenditure or commitment therefor, except in the Ordinary Course of Business; (e) redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (f) borrowed money or made any loan to any Person; (g) written write off as uncollectible any note or accounts receivableany of the Accounts Receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves, none of which individually or and in the aggregate is are not material to any of the FCS CompaniesSeller; (hv) granted accelerate the collection of any increase in the rate of wages, salaries, bonuses Accounts Receivable or other remuneration of any executive employee, affiliated brokers, or other employeesamounts payable to Seller; (ivi) cancelled cancel or waived waive any claims or rights of substantial value;, or settle or compromise any claim or Proceeding existing on or commenced after the date hereof; or (jvii) made make any change in any method of accounting or auditing practice; (k) hired any additional or replacement employees or engaged additional or replacement independent contractors; (l) entered into any modification of any Contracts except in the Ordinary Course of Business; (m) agreed, whether or not in writing, to do any of the foregoing; (n) caused the Sellers or the FCS Companies to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.