Common use of Ordinary Conduct Clause in Contracts

Ordinary Conduct. Except as set forth in the capital expenditure and operating budgets (the "CapEx Budgets") of each of the Companies attached hereto as part of Schedule 4.1(b) or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, the Companies and each of their respective Subsidiaries shall continue to conduct their business in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve their respective relationships with customers and others with whom they deal. The Companies and their respective Subsidiaries shall not take any action that would, or that could reasonably be expected to, result in (A) any of the representations and warranties (including, but not limited to, those set forth in Article II) of the Companies set forth in this Agreement that are qualified as to materiality becoming untrue or incorrect, (B) any of such representations and warranties that are not so qualified becoming untrue or incorrect in any material respect or (C) any of the conditions to the Closing set forth in Section 6.3 not being satisfied. In addition, except as set forth in the CapEx Budgets or Schedule 4.1(b) or otherwise expressly permitted by the terms of this Agreement, each of the Companies and their respective Subsidiaries shall not do any of the following without the prior written consent of VANTAS: (i) adjust, split, combine or reclassify any of their respective capital stock; make, declare or pay any dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock, membership or partnership interests or any securities or obligations convertible into or exchangeable for any shares of their respective capital stock or membership or partnership interests; issue, deliver or sell any shares of its capital stock or membership or partnership interests or any securities convertible into or exercisable for, or any rights, options or warrants to acquire, any such shares or securities (whether for cash or property) to any person; (ii) sell, lease, transfer or otherwise dispose of, or subject to any Lien, any of their respective properties or assets, or cancel, release or assign any material indebtedness owed to either of the Companies or any material claim held by either of the Companies, except (i) in bona fide arm's length transactions made in the ordinary course of business consistent with past practice or (ii) pursuant to contracts or agreements in force as of the date of this Agreement and listed in Schedule 2.13; (iii) incur or assume any liabilities or incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or entity (other than a wholly owned Subsidiary) except pursuant to contracts or agreements listed in Schedule 2.13 or except for loans by CarrAmerica necessary to fund the business of the Companies in the ordinary course or to fund committed developments; (iv) make any material acquisition or investment either by purchase of stock or securities, merger or consolidation, contributions to capital, property transfers, or purchases of any property or assets of any other individual, corporation or other entity except pursuant to contracts or agreements in force as of the date of this Agreement and listed in Schedule 2.13; (v) make any material change in any Omni UK Real Property Lease or LuxCo Real Property Lease, as applicable, or other contracts or enter into, renew, fail to renew, terminate or permit to be terminated any Omni UK Real Property Lease or LuxCo Real Property Lease, as applicable, any other contract or agreement that calls for aggregate annual payments of $25,000 or more and which either (i) is not terminable by either of the Companies or their respective Subsidiary, as applicable, at will on 60 days or less notice without payment of a penalty or (ii) has a term of more than six months; (vi) except in the ordinary course of business consistent with past practices (but in no event greater than 10% with respect to any employees), increase the compensation or fringe benefits of any of their respective employees or pay any bonus, pension or retirement allowance not required by any existing plan or agreement to which any such employees become a party, materially amend or commit themselves to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee or accelerate the vesting of any stock options or other stock-based compensation except for accelerations required by any existing plan or agreement set forth on Schedule 2.16; (vii) other than with respect to the MAM Investment, make any loans, advances or capital contributions to any other person, other than loans and advances to their respective Subsidiaries; (viii) make any capital expenditures in excess of (A) $25,000 individually or (B) $100,000 in the aggregate, other than expenditures necessary to maintain existing assets in good repair not to exceed in the aggregate $250,000; (ix) Intentionally Omitted; (x) settle any claim, action or proceeding involving money damages except in the ordinary course of business consistent with past practice for settlements for monetary damages that in any event do not, individually or in the aggregate with any other such settlements, exceed $100,000; provided, however, that notwithstanding the foregoing, in no event may either of the Companies settle such claim, action or proceeding without VANTAS' prior written consent if such settlement imposes any ongoing duties, obligations or liabilities on the Companies which can reasonably be expected to require either of the Companies to incur liabilities in excess of $100,000 or unduly impair the conduct of either of the Companies' business; (xi) Intentionally Omitted; (xii) amend their respective Certificates of Incorporation, By-laws or similar governing documents, as the case may be; (xiii) enter into any new line of business; (xiv) enter into or perform any commitment, contractual obligation, borrowing, capital expenditure or other transaction (except pursuant to the Notes or agreements in force as of the date of this Agreement and listed on Schedule 2.13) with any officer, director, consultant or Affiliate of either of the Companies or any of their respective Subsidiaries; (xv) make any changes in their respective accounting methods, except as may be required under law, rule, regulation or generally accepted accounting principles in the jurisdiction of incorporation of the applicable Company, in each case as concurred in by such party's independent public accountants; or (xvi) agree to, or make any commitment to, do any of the foregoing. Each of the Companies recognizes that the agreements contained in this Section 4.1(b) are an integral part of the transactions contemplated by this Agreement and that without these agreements, VANTAS would not enter into this Agreement; accordingly, in the event of the breach by either of the Companies of the terms of this Section 4.1(b), VANTAS shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, to enforce the specific performance thereof by either of the Companies, to enjoin either of the Companies from actions or omissions in violation of this Section 4.1(b) or to otherwise obtain preliminary injunctive relief (without the necessity to post a bond) from such actions or omissions.

Ordinary Conduct. Except as set forth in From and after the capital expenditure date hereof and operating budgets (prior to the "CapEx Budgets") of each of the Companies attached hereto as part of Schedule 4.1(b) Closing or otherwise expressly permitted by the terms earlier termination of this Agreement, from and unless the date hereof to the ClosingBuyer shall otherwise consent or agree in writing and except as contemplated by this Agreement or as disclosed on Schedule 5.1(b), the Companies Seller shall cause the Company and each of their respective the Subsidiaries shall continue to conduct their business in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve their respective relationships with customers and others with whom they deal. The Companies and their respective Subsidiaries shall not take any action that would, or that could reasonably be expected to, result in (A) any of the representations and warranties (including, but not limited to, those set forth in Article II) of the Companies set forth in this Agreement that are qualified as to materiality becoming untrue or incorrect, (B) any of such representations and warranties that are not so qualified becoming untrue or incorrect in any material respect or (C) any of the conditions to the Closing set forth in Section 6.3 not being satisfied. In addition, except as set forth in the CapEx Budgets or Schedule 4.1(b) or otherwise expressly permitted by the terms of this Agreement, each of the Companies and their respective Subsidiaries shall not do any of the following without the prior written consent of VANTAS: (i) adjustconduct its business in the ordinary course; (ii) use its commercially reasonable efforts to preserve its business organization intact, to maintain the services of its present key employees and to preserve the goodwill of the suppliers, customers and others having business dealings with it; (iii) not amend its Charter Documents; (iv) not issue or authorize the issuance of any capital stock or rights, warrants or options to acquire shares of such capital stock (including any phantom interest) or issue any securities convertible into such shares or convertible into securities in turn so convertible, or grant any options, warrants or rights to acquire any such convertible securities; (v) not split, subdivide, combine or reclassify reclassify, directly or indirectly, any of their respective its outstanding capital stock; make, ; (vi) not declare or pay any dividend or make any other distribution onin respect of any class of its capital stock, or directly or indirectly redeem, purchase or otherwise acquire, or call for redemption, any shares of its capital stock, membership or partnership interests or any securities or obligations convertible into or exchangeable for any shares of their respective capital such stock or membership or partnership interests; issueother securities, deliver or sell any shares of its capital stock or membership or partnership interests or any securities convertible into or exercisable for, or any rights, options or warrants to acquire, any such shares or securities (whether except for cash or property) to any personintercompany dividends among the Company and the Subsidiaries; (iivii) sell, lease, transfer not merge or otherwise dispose of, consolidate with or subject to acquire the business of any Lien, any of their respective properties or assets, or cancel, release or assign any material indebtedness owed to either of the Companies or any material claim held by either of the Companiesother Person or, except (i) in bona fide arm's length transactions made for assets acquired in the ordinary course of business consistent with past practice or (ii) pursuant to contracts or agreements in force as of the date of this Agreement and listed in Schedule 2.13; (iii) incur or assume any liabilities or incur any indebtedness for borrowed moneypractice, assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or entity (other than a wholly owned Subsidiary) except pursuant to contracts or agreements listed in Schedule 2.13 or except for loans by CarrAmerica necessary to fund the business of the Companies in the ordinary course or to fund committed developments; (iv) make acquire any material acquisition or investment either by purchase of stock or securities, merger or consolidation, contributions to capital, property transfers, or purchases of any property or material assets of any other individual, corporation or other entity except pursuant to contracts or agreements in force as of the date of this Agreement and listed in Schedule 2.13Person organization; (vviii) make not adopt or change any method of Tax accounting, settle any material change in Tax Liabilities nor take any Omni UK Real Property Lease action with respect to the computation of Taxes or LuxCo Real Property Lease, as applicable, or other contracts or enter into, renew, fail to renew, terminate or permit to be terminated any Omni UK Real Property Lease or LuxCo Real Property Lease, as applicable, any other contract or agreement the preparation of Returns that calls for aggregate annual payments of $25,000 or more and which either (i) is not terminable by either of the Companies or their respective Subsidiary, as applicable, at will on 60 days or less notice without payment of a penalty or (ii) has a term of more than six monthsinconsistent with past practice; (viix) not adopt or amend in any material respect any Company Benefit Plan, enter into or amend any employment or consulting agreement or arrangement with any present or former director, officer or salaried employee, nor increase the compensation or fringe benefits of any of its officers, directors or salaried employees, except in the ordinary course of business consistent with past practices (but in no event greater than 10% with respect to any employees), increase the compensation or fringe benefits of any of their respective employees or pay any bonus, pension or retirement allowance not required by any existing plan or agreement to which any such employees become a party, materially amend or commit themselves to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee or accelerate the vesting of any stock options or other stock-based compensation except for accelerations required by any existing plan or agreement set forth on Schedule 2.16; (vii) other than with respect to the MAM Investment, make any loans, advances or capital contributions to any other person, other than loans and advances to their respective Subsidiaries; (viii) make any capital expenditures in excess of (A) $25,000 individually or (B) $100,000 in the aggregate, other than expenditures necessary to maintain existing assets in good repair not to exceed in the aggregate $250,000; (ix) Intentionally Omittedpractice; (x) settle not enter into any agreement with any of its shareholders or any Affiliate or owner thereof, including any agreement to make advances or loans; (xi) not sell, lease, license or dispose of any material asset except for the sale of inventory in the ordinary course of business consistent with past practice; (xii) not pledge or hypothecate any of its assets or otherwise permit any of its assets to become subject to any Encumbrance except with respect to Encumbrances created or imposed by operation of law that constitute Permitted Encumbrances; (xiii) not dispose of, waive or permit to lapse any rights to the use of any of its Intellectual Property; (xiv) not write off as uncollectible, or establish any extraordinary reserve with respect to, any single account receivable or other indebtedness in excess of fifty thousand dollars ($50,000), or accounts receivable or other indebtedness in excess of one hundred and fifty thousand dollars ($150,000); (xv) not enter into any lease or sublease of real property or exercise any purchase options or rights of first refusal contained in any of the Real Property Leases, or terminate, surrender, cancel or assign any of its properties demised under the Real Property Leases, or any part thereof; (xvi) not forgive or cancel any debts owed to it, or waive any right or claim, action other than (except in the case of debts owed to, or proceeding involving money damages rights or claims against, the Seller, any Related Party, any Affiliate of the Seller or any Related Party, or any member of the Seller) claims in the ordinary course of business consistent with past practice; (xvii) not incur any capital expenditure or make any commitment for additions to property, plant or equipment, or enter into any lease agreement outside the ordinary course of business consistent with past practice and which, if purchased, would be reflected in the property, plant or equipment accounts; (xviii) not make any loan or advance (A) to any Person other than an executive officer of the Company or any Subsidiary in excess of $10,000, or (B) to any executive officer of the Company or any Subsidiary; (xix) not make any change in any method of accounting or keeping its books of account or accounting practices; (xx) not incur any indebtedness or issue any debt securities or assume, guarantee or endorse the obligations of any Person, except for endorsements for the purpose of collection and intercompany loans among the Company and the Subsidiaries; (xxi) not enter into, or permit any of the assets owned or used by it to become bound by, any material contract, except in the ordinary course of business consistent with past practice for settlements for monetary damages that in any event do not, individually or in the aggregate with any other such settlements, exceed $100,000; provided, however, that notwithstanding the foregoing, in no event may either of the Companies settle such claim, action or proceeding without VANTAS' prior written consent if such settlement imposes any ongoing duties, obligations or liabilities on the Companies which can reasonably be expected to require either of the Companies to incur liabilities in excess of $100,000 or unduly impair the conduct of either of the Companies' businesspractice; (xixxii) Intentionally Omittednot amend, modify or waive in any material respect any right under, or terminate, any material contract; (xiixxiii) amend their respective Certificates both not make any change in its working capital practices generally or manipulate its operations to maximize the amount provided in Section 2.1(b), including accelerating any collections of Incorporationcash or accounts receivable or deferring payments or not fail to make timely accruals, By-laws or similar governing documents, as including with respect to accounts payable and Liabilities incurred in the case may be; (xiii) enter into any new line ordinary course of business; (xivxxiv) enter into except Liabilities incurred (other than by the Company) in the ordinary course of business consistent with past practice, not knowingly or perform voluntarily incur any commitmentmaterial Liability, contractual obligationincluding any liability for nonperformance or termination of any contract; (xxv) not make any payments or transfer any funds to, borrowingor incur any Liabilities to, capital expenditure or other transaction (except pursuant to the Notes or agreements in force as of the date of this Agreement and listed on Schedule 2.13) with any officer, director, consultant or Affiliate of either of the Companies Seller or any of their respective Subsidiaries;its Affiliates or owners; and (xvxxvi) make any changes in their respective accounting methods, except as may be required under law, rule, regulation or generally accepted accounting principles in the jurisdiction of incorporation of the applicable Company, in each case as concurred in by such party's independent public accountants; or (xvi) not agree to, or make any commitment to, to do any of the foregoing. Each of the Companies recognizes that the agreements contained in this Section 4.1(b) are an integral part of the transactions contemplated by this Agreement and that without these agreements, VANTAS would not enter into this Agreement; accordingly, in the event of the breach by either of the Companies of the terms of this Section 4.1(b), VANTAS shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, to enforce the specific performance thereof by either of the Companies, to enjoin either of the Companies from actions or omissions in violation of this Section 4.1(b) or to otherwise obtain preliminary injunctive relief (without the necessity to post a bond) from such actions or omissions.

Ordinary Conduct. Except as set forth in the capital expenditure and operating budgets (the "CapEx Budgets") of each of the Companies attached hereto as part of Schedule 4.1(b6(b) or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, Seller shall cause the business of the Companies and each of their respective the Subsidiaries shall continue to conduct their business be conducted, in all material respects, in the ordinary course in substantially the same manner as presently conducted consistent with past practices and shall make all reasonable efforts consistent with past practices to preserve their respective relationships with customers and others with whom they deal. The Companies and their respective Subsidiaries any Company or any Subsidiary deals; provided that Seller shall not be obligated to, directly or indirectly, provide any funds to any Company or Subsidiary. Seller shall not, and shall not permit any Company or Subsidiary to, take any action that would, or that could reasonably be expected to, result in (A) any of the representations and warranties (including, but not limited to, those set forth in Article II) of the Companies set forth in this Agreement that are qualified as to materiality becoming untrue or incorrect, (B) any of such representations and warranties that are not so qualified becoming untrue or incorrect in any material respect or (C) any of the conditions to the Closing purchase and sale of the Shares set forth in Section 6.3 4(a) not being satisfied. In addition, except as set forth in the CapEx Budgets or Schedule 4.1(b6(b) or otherwise expressly permitted by the terms of this Agreement, each of the Companies and their respective Subsidiaries Seller shall not permit any Company or Subsidiary to do any of the following without the prior written consent of VANTASBuyer: (i) adjust, split, combine amend its Certificate of Incorporation or reclassify any of their respective capital stock; make, Bylaws; (ii) declare or pay any dividend or make any other distribution on, to its stockholders whether or directly not upon or indirectly redeem, purchase or otherwise acquire, in respect of any shares of its capital stock; provided, membership however, that (A) dividends and distributions may continue to be made by the Subsidiaries to the Companies and (B) the Companies may declare the Xxxxxxx Distribution to Seller; (iii) redeem or partnership interests otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities or obligations convertible into or exchangeable for any shares of their respective capital stock or membership or partnership interests; issue, deliver or sell any shares of its capital stock or membership or partnership interests or any securities convertible into or exercisable for, or any rights, options or warrants to acquire, any such shares or securities (whether for cash or property) to any personstock; (iiiv) selladopt or amend in any material respect any Benefit Plan or collective bargaining agreement, lease, transfer or otherwise dispose of, or subject except as required by law; (v) grant to any Lien, executive officer or employee any of their respective properties increase in compensation or assets, or cancel, release or assign any material indebtedness owed to either of the Companies or any material claim held by either of the Companiesbenefits, except (i) in bona fide arm's length transactions made in the ordinary course of business consistent with past practice or (ii) pursuant to contracts or as may be required under existing agreements in force as of the date of this Agreement and listed in Schedule 2.13except for any increases for which Seller shall be solely obligated; (iiivi) incur or assume any liabilities liabilities, obligations or incur indebtedness for borrowed money or guarantee any such liabilities, obligations or indebtedness, other than in the ordinary course of business consistent with past practice; provided that in no event shall any Company or Subsidiary incur, assume or guarantee any long-term indebtedness for borrowed money; (vii) permit, assumeallow or suffer any of its assets to become subjected to any mortgage, guaranteelien, endorse security interest, encumbrance, easement, covenant, right-of-way or otherwise as an accommodation become responsible for other similar restriction; (viii) cancel any indebtedness (individually or in the obligations aggregate) or waive any claims or rights of any other individual, corporation or entity substantial value; (other than a wholly owned Subsidiaryix) except pursuant to contracts or agreements listed in Schedule 2.13 or except for loans by CarrAmerica necessary to fund the business of the Companies dividends and distributions permitted under clause (ii) above and intercompany transactions in the ordinary course of business, pay, loan or to fund committed developmentsadvance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with, Seller or any of its affiliates (other than the Companies and the Subsidiaries); provided, however, that Western may repay the Surplus Debenture; (ivx) make any material acquisition change in any method of accounting or investment either accounting practice or policy other than those required by purchase of stock or securities, merger or consolidation, contributions to capital, property transfers, or purchases of any property or assets of any other individual, corporation or other entity except pursuant to contracts or agreements in force as of the date of this Agreement and listed in Schedule 2.13United States generally accepted accounting principles; (vxi) make any material change in actuarial methods for maintaining reserves or otherwise take any Omni UK Real Property Lease or LuxCo Real Property Leaseaction with respect to reserves other than consistent with past practices as reflected in the Unaudited June 30, 1997 GAAP Financial Statements and the Western Indemnity Insurance Company Analysis of Loss and Loss Adjustment Expense Reserves as applicableof December 31, or other contracts or enter into1996, renewprepared by Milliman & Xxxxxxxxx, fail to renew, terminate or permit to be terminated any Omni UK Real Property Lease or LuxCo Real Property Lease, as applicable, any other contract or agreement that calls for aggregate annual payments of $25,000 or more and which either (i) is not terminable by either of the Companies or their respective Subsidiary, as applicable, at will on 60 days or less notice without payment of a penalty or (ii) has a term of more than six monthsInc.; (vixii) acquire by merging or consolidating with, or by purchasing 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 any assets other than in the ordinary course of business consistent with past practices; (xiii) make or incur any capital expenditure that is not currently approved in writing or budgeted and which, individually, is in excess of $10,000 or make or incur any such expenditures which, in the aggregate, are in excess of $50,000; (xiv) sell, lease or otherwise dispose of any of its assets except in the ordinary course of business consistent with past practices (but in no event greater than 10% with respect to any employees), increase the compensation or fringe benefits of any of their respective employees or pay any bonus, pension or retirement allowance not required by any existing plan or agreement to which any such employees become a party, materially amend or commit themselves to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee or accelerate the vesting of any stock options or other stock-based compensation except for accelerations required by any existing plan or agreement set forth on Schedule 2.16practice; (viixv) other than with respect to the MAM Investmententer into any lease of real property, make except any loans, advances or capital contributions to any other person, other than loans and advances to their respective Subsidiaries; (viii) make any capital expenditures in excess renewals of (A) $25,000 individually or (B) $100,000 in the aggregate, other than expenditures necessary to maintain existing assets in good repair not to exceed in the aggregate $250,000; (ix) Intentionally Omitted; (x) settle any claim, action or proceeding involving money damages except leases in the ordinary course of business consistent with past practice for settlements for monetary damages that in any event do not, individually or in the aggregate with any other such settlements, exceed $100,000; provided, however, that notwithstanding the foregoing, in no event may either of the Companies settle such claim, action or proceeding without VANTAS' prior written consent if such settlement imposes any ongoing duties, obligations or liabilities on the Companies which can reasonably be expected to require either of the Companies to incur liabilities in excess of $100,000 or unduly impair the conduct of either of the Companies' business; (xixvi) Intentionally Omitted; adversely change the quality of any Company's invested assets as referred to on line 9 of page 2 of the National Association of Insurance Commissioner's Annual Statement (xiithe "Invested Assets") amend their respective Certificates from those reflected on the unaudited statutory balance sheet of Incorporation, By-laws or similar governing documents, as the case may be; (xiii) enter into any new line of business; (xiv) enter into or perform any commitment, contractual obligation, borrowing, capital expenditure or other transaction (except pursuant to the Notes or agreements in force Western as of June 30, 1997, and the date related unaudited statutory statement of this Agreement income and listed on Schedule 2.13) with any officer, director, consultant or Affiliate of either of the Companies or any of their respective Subsidiaries; (xv) make any changes in their respective accounting methodscapital and surplus and cash flows for the six months then ended, which previously have been furnished to Buyer, except as may be required under law, rule, regulation or generally accepted accounting principles in the jurisdiction of incorporation of the applicable Company, in each case as concurred in contemplated by such party's independent public accountantsSection 3(a); or (xvixvii) agree toagree, whether in writing or make any commitment tootherwise, to do any of the foregoing. Each of the Companies recognizes that the agreements contained in this Section 4.1(b) are an integral part of the transactions contemplated by this Agreement and that without these agreements, VANTAS would not enter into this Agreement; accordingly, in the event of the breach by either of the Companies of the terms of this Section 4.1(b), VANTAS shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, to enforce the specific performance thereof by either of the Companies, to enjoin either of the Companies from actions or omissions in violation of this Section 4.1(b) or to otherwise obtain preliminary injunctive relief (without the necessity to post a bond) from such actions or omissions.

Ordinary Conduct. Except as set forth in the capital expenditure and operating budgets (the "CapEx Budgets"Schedule 6(b) of each of the Companies attached hereto as part of Disclosure Schedule 4.1(b) or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, the Companies business of the Company and each of their respective the Subsidiaries shall continue to conduct their business be conducted in the ordinary course in substantially the same manner as presently conducted and the Company shall make all reasonable efforts consistent with past practices to preserve their respective existing material relationships with customers customers, suppliers and others with whom they dealthe Company or any Subsidiary deals. The Companies and their respective Subsidiaries shall not take any action that would, or that could reasonably be expected to, result in (A) any of the representations and warranties (including, but not limited to, those set forth in Article II) of the Companies set forth in this Agreement that are qualified as to materiality becoming untrue or incorrect, (B) any of such representations and warranties that are not so qualified becoming untrue or incorrect in any material respect or (C) any of the conditions to the Closing set forth in Section 6.3 not being satisfied. In addition, except Except as set forth in Schedule 6(b) of the CapEx Budgets or Disclosure Schedule 4.1(b) or otherwise expressly permitted by the terms of this Agreement, each of from the Companies and their respective Subsidiaries date hereof to the Closing, neither the Company nor any Subsidiary shall not do any of the following without the prior written consent of VANTASBuyer: (i) adjustamend its Articles of Incorporation or By- laws, split, combine or reclassify any of their respective capital stock; make, comparable governing instruments; (ii) declare or pay any dividend or make any other distribution on, to its stockholders whether or directly not upon or indirectly redeem, purchase or otherwise acquire, in respect of any shares of its capital stock; provided, membership however, that (A) dividends and distributions may continue to be made by the Subsidiaries to the Company, and from one wholly owned Subsidiary to another wholly owned Subsidiary and (B) paid-in-kind stock dividends with respect to the Preferred Shares may continue to be paid by the Company; (iii) redeem or partnership interests otherwise acquire any shares of its capital stock or issue any capital stock (except upon redemption of outstanding Preferred Shares in accordance with Section 6(c) or the exercise of Options in accordance with their present terms or in accordance with Section 6(d)) or any option, warrant or right relating thereto or any securities or obligations convertible into or exchangeable for any shares of their respective capital stock or membership or partnership interests; issue, deliver or sell any shares of its capital stock or membership or partnership interests or any securities convertible into or exercisable for, or any rights, options or warrants to acquire, any such shares or securities (whether for cash or property) to any personstock; (iiiv) selladopt or amend in any material respect any Plan or collective bargaining agreement, lease, transfer or otherwise dispose of, or subject except as required by law; (v) grant to any Lien, executive officer or employee any of their respective properties increase in compensation or assets, or cancel, release or assign any material indebtedness owed to either of the Companies or any material claim held by either of the Companiesbenefits, except (i) in bona fide arm's length transactions made in the ordinary course of business consistent with past practice or (ii) pursuant to contracts or agreements in force as of the date of this Agreement and listed in Schedule 2.13may be required under existing agreements; (iiivi) incur or assume any liabilities liabilities, obligations or incur any indebtedness for borrowed moneymoney or guarantee any such liabilities, assumeobligations or indebtedness, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or entity (other than a wholly owned Subsidiary) except pursuant to contracts or agreements listed in Schedule 2.13 or except for loans by CarrAmerica necessary to fund borrowings under the business of the Companies in the ordinary course or to fund committed developments; (iv) make any material acquisition or investment either by purchase of stock or securities, merger or consolidation, contributions to capital, property transfers, or purchases of any property or assets of any Company's Credit Facility and other individual, corporation or other entity except pursuant to contracts or agreements in force as of the date of this Agreement and listed in Schedule 2.13; (v) make any material change in any Omni UK Real Property Lease or LuxCo Real Property Lease, as applicable, or other contracts or enter into, renew, fail to renew, terminate or permit to be terminated any Omni UK Real Property Lease or LuxCo Real Property Lease, as applicable, any other contract or agreement that calls for aggregate annual payments of $25,000 or more and which either (i) is not terminable by either of the Companies or their respective Subsidiary, as applicable, at will on 60 days or less notice without payment of a penalty or (ii) has a term of more than six months; (vi) except in the ordinary course of business consistent with past practices (but in no event greater than 10% with respect to any employees), increase the compensation or fringe benefits of any of their respective employees or pay any bonus, pension or retirement allowance not required by any existing plan or agreement to which any such employees become a party, materially amend or commit themselves to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee or accelerate the vesting of any stock options or other stock-based compensation except for accelerations required by any existing plan or agreement set forth on Schedule 2.16practice; (vii) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value other than with respect to in the MAM Investment, make any loans, advances or capital contributions to any other person, other than loans and advances to their respective Subsidiariesordinary course of business; (viii) make any capital expenditures in excess of except for dividends and distributions permitted under clause (Aii) $25,000 individually or (B) $100,000 above and except for intercompany transactions in the aggregateordinary course of business and payments pursuant to existing agreements, including payments made to Bessemer, Bessemer Partners & Co. or any of their respective affiliates pursuant to the Management Advisory Services Agreement dated September 28, 1995, between the Company and Bessemer Partners & Co., in consideration for services connected with the management of certain of the Company's employee benefit plans and for providing general corporate, financial and administrative advice, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with, any Seller or any of its affiliates other than expenditures necessary to maintain existing assets in good repair not to exceed in the aggregate $250,000Company and the Subsidiaries; (ix) Intentionally Omittedmake any change in any method of accounting or accounting practice or policy other than those required by US GAAP; (x) settle merge or consolidate with any claimother person, action or proceeding involving money damages except acquire a substantial portion of the assets of any other person or otherwise acquire any assets, other than (A) raw materials, inventory and supplies in the ordinary course of business consistent with past practice for settlements for monetary damages that and (B) capital expenditures allowed under clause (xi), which, in any event do notevent, are material, individually or in the aggregate with any other such settlementsaggregate, exceed $100,000; providedto the Company and the Subsidiaries, however, that notwithstanding the foregoing, in no event may either of the Companies settle such claim, action or proceeding without VANTAS' prior written consent if such settlement imposes any ongoing duties, obligations or liabilities on the Companies which can reasonably be expected to require either of the Companies to incur liabilities in excess of $100,000 or unduly impair the conduct of either of the Companies' businesstaken as a whole; (xi) Intentionally Omittedmake or incur any capital expenditures that are not currently approved in writing or budgeted and which exceed $750,000 individually or $1,500,000 in the aggregate, except in the ordinary course of business; (xii) amend their respective Certificates sell, lease or otherwise dispose of Incorporationany of its assets except for (A) sales of assets in the ordinary course of business and in a manner consistent with past practice, By-laws (B) dispositions of obsolete or similar governing documents, as worthless assets or (C) sales of assets (other than sales permitted pursuant to clauses (A) and (B) above) not in excess of $1,000,000 in the case may beaggregate; (xiii) enter into any new line lease of real property, except any renewals of existing leases in the ordinary course of business; (xiv) enter into offer to sell, solicit any offer to purchase or perform engage in any commitmentnegotiations relating to the purchase of the Company's or Subsidiaries' shares of capital stock or assets (other than (A) the transactions contemplated by this Agreement, contractual obligation(B) the sale of inventory in the ordinary course of business, borrowing(C) any sale, capital expenditure transfer or other transaction (except pursuant disposition in the ordinary course of business of assets that are not material, individually or in the aggregate, to the Notes or agreements in force Company and the Subsidiaries, taken as a whole, (D) any acquisition of securities of Seller under any stock repurchase programs announced prior to the date of this Agreement and listed on Schedule 2.13(E) with exercises of Options under any officer, director, consultant Option Agreement or Affiliate other options for securities of either of the Companies Seller under any Plan) by any person or any of their respective Subsidiariesentity other than Buyer; (xv) make any changes election regarding Taxes or compromise or settle any material claim regarding any Tax liability; provided, however, that Buyer shall not unreasonably withhold consent to any such election, compromise or settlement; (xvi) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) in their respective accounting methods, except as may be required under law, rule, regulation or generally accepted accounting principles excess of $1,000,000 in the jurisdiction aggregate, other than the payment, discharge or satisfaction of incorporation of the applicable Companyany such claim, liability or obligation, in each case as concurred the ordinary course of business and consistent with past practice and other than the payment, discharge or satisfaction of any claim, liability or obligation reflected or reserved against in by such party's independent public accountantsthe Financial Statements or incurred in the ordinary course of business and consistent with past practice; or (xvixvii) agree toagree, whether in writing or make any commitment tootherwise, to do any of the foregoing. Each From June 30, 1998 to the Closing, neither the Company nor any Subsidiary shall, without the prior written consent of Buyer, make any principal payment in respect of any Long- Term Debt described in clauses (A) through (C) of the Companies recognizes definition of "Long-Term Debt", except for (A) any mandatory repayment of any Term Loan under the Credit Facility or (B) any repayment of any Revolving Loan or Swingline Loan under the Credit Facility; provided that the agreements contained in this Section 4.1(b) are aggregate amount of Swingline Loans and Revolving Loans outstanding on the Closing Date shall not be less than an integral part amount equal to the aggregate amount of the transactions contemplated by this Agreement Swingline Loans and that without these agreementsRevolving Loans outstanding on June 30, VANTAS would not enter into this Agreement; accordingly, in the event of the breach by either of the Companies of the terms of this Section 4.1(b), VANTAS shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, to enforce the specific performance thereof by either of the Companies, to enjoin either of the Companies from actions or omissions in violation of this Section 4.1(b) or to otherwise obtain preliminary injunctive relief (without the necessity to post a bond) from such actions or omissions1998 less $2.75 million.

Ordinary Conduct. Except as set forth in the capital expenditure and operating budgets (the "CapEx Budgets") of each of the Companies attached hereto as part of Schedule 4.1(b5(b) or otherwise expressly permitted or required by the terms of this AgreementAgreement (including Section 8(h) and the last paragraph of this Section 5(b)) or consented to by Buyer, from the date hereof to the Closing, the Companies and each of their respective Subsidiaries Company shall continue to conduct their its business in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve their respective relationships with customers customers, suppliers and others with whom they dealthe Company deals; provided, however, that Seller shall not be obligated to, directly or indirectly, provide any funds to the Company. The Companies Seller and their respective Subsidiaries the Company shall not take any action that would, or that could is reasonably be expected to, result in (A) any of the representations and warranties (including, but not limited to, those set forth in Article II) of the Companies set forth in this Agreement that are qualified as to materiality becoming untrue or incorrect, (B) any of such representations and warranties that are not so qualified becoming untrue or incorrect in any material respect or (C) any of the conditions to the Closing purchase and sale of the Shares set forth in Section 6.3 3(a) not being satisfied. In addition, except as set forth in the CapEx Budgets or Schedule 4.1(b5(b) or otherwise expressly permitted or required by the terms of this AgreementAgreement (including Section 8(h) and the last paragraph of this Section 5(b)) or consented to by Buyer, each of the Companies and their respective Subsidiaries Company shall not do any of the following without the prior written consent of VANTASfollowing: (i) adjust, split, combine amend its Articles of Incorporation or reclassify any of their respective capital stock; make, By-laws; (ii) declare or pay any dividend or make any other distribution on, to its stockholders whether or directly not upon or indirectly redeem, purchase or otherwise acquire, in respect of any shares of its capital stock; (iii) redeem or otherwise acquire any shares of its capital stock or issue any capital stock or any option, membership warrant or partnership interests right relating thereto or any securities or obligations convertible into or exchangeable for any shares of their respective capital stock or membership or partnership interests; issue, deliver or sell any shares of its capital stock or membership or partnership interests or any securities convertible into or exercisable for, or any rights, options or warrants to acquire, any such shares or securities (whether for cash or property) to any personstock; (iiiv) selladopt or amend in any material respect any Benefit Plan or collective bargaining agreement, lease, transfer except as required by law or otherwise dispose of, to the extent Seller shall be solely obligated with respect to the subject matter of such adopted Benefit Plan or subject agreement or such amendment; (v) grant to any Lien, executive officer or employee any of their respective properties increase in compensation or assets, or cancel, release or assign any material indebtedness owed to either of the Companies or any material claim held by either of the Companiesbenefits, except (i) in bona fide arm's length transactions made in the ordinary course of business consistent with past practice or (ii) pursuant to contracts or as may be required under existing agreements in force as of the date of this Agreement and listed in Schedule 2.13except for any increases for which Seller shall be solely obligated; (iiivi) incur or assume any liabilities liabilities, obligations or incur any indebtedness for borrowed money, assume, guarantee, endorse money or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or entity (other than a wholly owned Subsidiary) except pursuant to contracts or agreements listed in Schedule 2.13 or except for loans by CarrAmerica necessary to fund the business of the Companies in the ordinary course or to fund committed developments; (iv) make any material acquisition or investment either by purchase of stock or securities, merger or consolidation, contributions to capital, property transfers, or purchases of any property or assets of any other individual, corporation or other entity except pursuant to contracts or agreements in force as of the date of this Agreement and listed in Schedule 2.13; (v) make any material change in any Omni UK Real Property Lease or LuxCo Real Property Lease, as applicable, or other contracts or enter into, renew, fail to renew, terminate or permit to be terminated any Omni UK Real Property Lease or LuxCo Real Property Lease, as applicable, any other contract or agreement that calls for aggregate annual payments of $25,000 or more and which either (i) is not terminable by either of the Companies or their respective Subsidiary, as applicable, at will on 60 days or less notice without payment of a penalty or (ii) has a term of more than six months; (vi) except in the ordinary course of business consistent with past practices (but in no event greater than 10% with respect to any employees), increase the compensation or fringe benefits of any of their respective employees or pay any bonus, pension or retirement allowance not required by any existing plan or agreement to which guarantee any such employees become a partyliabilities, materially amend obligations or commit themselves to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee or accelerate the vesting of any stock options or other stock-based compensation except for accelerations required by any existing plan or agreement set forth on Schedule 2.16; (vii) other than with respect to the MAM Investment, make any loans, advances or capital contributions to any other personindebtedness, other than loans and advances to their respective Subsidiaries; (viii) make any capital expenditures in excess of (A) $25,000 individually or (B) $100,000 in the aggregate, other than expenditures necessary to maintain existing assets in good repair not to exceed in the aggregate $250,000; (ix) Intentionally Omitted; (x) settle any claim, action or proceeding involving money damages except in the ordinary course of business consistent with past practice and which, in the case of indebtedness for settlements borrowed money, is owed to Seller or one of its affiliates; (vii) permit, allow or suffer any of its assets to become subjected to any Lien which would have been required to be set forth in Schedule 4(i) or 4(j) if existing on the date of this Agreement; (viii) cancel any material indebtedness or waive any claims or rights of substantial value; (ix) except for monetary damages that intercompany transactions in the ordinary course of business consistent with past practice, loan or advance any amount to, or sell, transfer or lease any of its assets (other than cash) to, or enter into any agreement or arrangement with, Seller or any of its affiliates; (x) make any change in any event do not, individually method of accounting or in the aggregate with any accounting practice or policy other such settlements, exceed $100,000than those required by United States generally accepted accounting principles; provided, however, that notwithstanding the foregoing, Company may make any change in no event may either any method of accounting or accounting practice or policy to reflect Seller's plan of disposition for the Company or otherwise to reflect or in anticipation of the Companies settle such claim, action or proceeding without VANTAS' prior written consent if such settlement imposes any ongoing duties, obligations or liabilities on the Companies which can reasonably be expected to require either of the Companies to incur liabilities in excess of $100,000 or unduly impair the conduct of either of the Companies' businesstransactions contemplated hereby; (xi) Intentionally Omittedacquire by merging or consolidating with, or by purchasing 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 any assets (other than capital expenditures permitted under clause (xii) below and inventory); (xii) amend their respective Certificates of Incorporationmake or incur, By-laws or similar governing documentscommit to make or incur, as any capital expenditure (other than any unanticipated environmental, safety & necessity or maintenance capital expenditure) that is not currently provided for in the case may beCompany's 1997 capital budget and which in the aggregate exceeds $500,000; (xiii) enter into sell, lease or otherwise dispose of any new line of businessits assets, except inventory and other current assets or obsolete assets in the ordinary course of business consistent with past practice; (xiv) enter into or perform any commitmentlease of real property, contractual obligation, borrowing, capital expenditure or other transaction (except pursuant any renewals of existing leases in the ordinary course of business with respect to which Buyer shall have the Notes or agreements in force as of the date of this Agreement and listed on Schedule 2.13) with any officer, director, consultant or Affiliate of either of the Companies or any of their respective Subsidiaries;right to participate; or (xv) make any changes agree, whether in their respective accounting methodswriting or otherwise, except as may be required under law, rule, regulation or generally accepted accounting principles in the jurisdiction of incorporation of the applicable Company, in each case as concurred in by such party's independent public accountants; or (xvi) agree to, or make any commitment to, to do any of the foregoing. Each Notwithstanding this Section 5(b) or any other provision of this Agreement, the Company shall be permitted to take or cause to be taken any action (i) with respect to the management of its working capital balances that it considers commercially reasonable or prudent on the basis of the Companies recognizes exclusion of assets and liabilities pursuant to Section 2(b), (ii) that is proposed by Buyer pursuant to Section 5(j), (iii) with respect to Excluded Assets or Excluded Liabilities or any accounting entries, practices or policies related thereto that the agreements contained Company elects in this Section 4.1(bits discretion to take or cause to be taken or (iv) are an integral part in connection with curtailing the Company's activities on the International Petroleum Exchange and on NYMEX. Buyer and Valero acknowledge that (A) since prior to February 28, 1997, the Company has been seeking to decrease the level of its inventory and accounts receivable and otherwise manage its working capital balances (which activity has been accelerated since March 10, 1997, in anticipation of the transactions contemplated by this Agreement exclusion of assets and that without these agreements, VANTAS would not enter into this Agreement; accordingly, in the event of the breach by either of the Companies of the terms of this liabilities pursuant to Section 4.1(b2(b)), VANTAS shall be entitledand (B) since prior to December 31, if it so elects1996, the Company has been limiting its capital expenditures substantially to institute those related to environmental and prosecute proceedings in any court of competent jurisdiction, to enforce the specific performance thereof by either of the Companies, to enjoin either of the Companies from actions or omissions in violation of this Section 4.1(b) or to otherwise obtain preliminary injunctive relief (without the necessity to post a bond) from such actions or omissionssafety & necessity.

Ordinary Conduct. Except as set forth in the capital expenditure and operating budgets (the "CapEx Budgets") of each of the Companies attached hereto as part of Schedule 4.1(b4(b) or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, Sellers shall cause the Companies and each business of their respective Subsidiaries shall continue the Company to conduct their business be conducted in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve their respective relationships with customers customers, suppliers and others with whom they deal. The Companies and their respective Subsidiaries the Company deals; provided that, except as set forth in clause (xiv) of this Section, Sellers shall not be obligated to, directly or indirectly, provide any funds to the Company. Sellers shall not, and shall not permit the Company to, take any action that would, or that reasonably could reasonably be expected to, (i) result in (A) any of the representations and warranties (including, but not limited to, those set forth in Article II) of the Companies set forth in this Agreement that are qualified as to materiality becoming untrue or incorrect, (B) any of such representations and warranties that are not so qualified becoming untrue or incorrect in any material respect or (C) any of the conditions to the Closing purchase and sale of the Membership Interests set forth in Section 6.3 8(a) not being satisfiedsatisfied or (ii) result in any of the representations or warranties of Sellers and the Company becoming untrue. In addition, except as set forth in the CapEx Budgets or Schedule 4.1(b4(b) or otherwise expressly permitted by the terms of this Agreement, each of the Companies and their respective Subsidiaries Sellers shall not permit the Company to do any of the following without the prior written consent of VANTASBuyer: (i) adjust, split, combine or reclassify any of their respective capital stock; make, amend its Organizational Documents; (ii) declare or pay any dividend or make any other distribution onto Sellers whether or not upon or in respect of Membership Interests, or directly or indirectly redeem, purchase other than distributions which do not cause the Company to be in violation of clause (xiv) below; (iii) redeem or otherwise acquire, acquire any shares of its capital stock, membership Membership Interest or partnership interests Capital Stock or issue same or any securities option, warrant or obligations convertible into or exchangeable for any shares of their respective capital stock or membership or partnership interests; issue, deliver or sell any shares of its capital stock or membership or partnership interests right relating thereto or any securities convertible into or exercisable for, or any rights, options or warrants to acquire, any such shares or securities (whether for cash or property) to any person; (ii) sell, lease, transfer or otherwise dispose of, or subject to any Lien, any of their respective properties or assets, or cancel, release or assign any material indebtedness owed to either of the Companies or any material claim held by either of the Companies, except (i) in bona fide arm's length transactions made in the ordinary course of business consistent with past practice or (ii) pursuant to contracts or agreements in force as of the date of this Agreement and listed in Schedule 2.13; (iii) incur or assume any liabilities or incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or entity (other than a wholly owned Subsidiary) except pursuant to contracts or agreements listed in Schedule 2.13 or except for loans by CarrAmerica necessary to fund the business of the Companies in the ordinary course or to fund committed developmentsexchangeable therefor; (iv) make adopt or amend any material acquisition or investment either collective bargaining agreement, except as required by purchase of stock or securities, merger or consolidation, contributions to capital, property transfers, or purchases of any property or assets of any other individual, corporation or other entity except pursuant to contracts or agreements in force as of the date of this Agreement and listed in Schedule 2.13law; (v) make any material change in any Omni UK Real Property Lease or LuxCo Real Property Leaseestablish, as applicableadopt, or other contracts or enter into, renew, fail to renew, terminate or permit to be terminated any Omni UK Real Property Lease or LuxCo Real Property Lease, as applicable, any other contract or agreement that calls for aggregate annual payments of $25,000 or more and which either (i) is not terminable by either of the Companies or their respective Subsidiary, as applicable, at will on 60 days or less notice without payment of a penalty or (ii) has a term of more than six months; (vi) except in the ordinary course of business consistent with past practices (but in no event greater than 10% with respect to any employees), increase the compensation or fringe benefits of any of their respective employees or pay any bonus, pension or retirement allowance not required by any existing plan or agreement to which any such employees become a party, materially amend or commit themselves to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee or accelerate the vesting of any stock options or other stock-based compensation except for accelerations required by any existing plan or agreement set forth on Schedule 2.16; (vii) other than with respect to the MAM Investment, make any loans, advances or capital contributions to any other person, other than loans and advances to their respective Subsidiaries; (viii) make any capital expenditures in excess of (A) $25,000 individually or (B) $100,000 in the aggregate, other than expenditures necessary to maintain existing assets in good repair not to exceed in the aggregate $250,000; (ix) Intentionally Omitted; (x) settle any claim, action or proceeding involving money damages except in the ordinary course of business consistent with past practice for settlements for monetary damages that in any event do not, individually or in the aggregate with any other such settlements, exceed $100,000; provided, however, that notwithstanding the foregoing, in no event may either of the Companies settle such claim, action or proceeding without VANTAS' prior written consent if such settlement imposes any ongoing duties, obligations or liabilities on the Companies which can reasonably be expected to require either of the Companies to incur liabilities in excess of $100,000 or unduly impair the conduct of either of the Companies' business; (xi) Intentionally Omitted; (xii) amend their respective Certificates of Incorporation, By-laws or similar governing documents, as the case may be; (xiii) enter into any new line of business; (xiv) enter into or perform any commitment, contractual obligation, borrowing, capital expenditure or other transaction (except pursuant to the Notes or agreements in force as of the date of this Agreement and listed on Schedule 2.13) with any officer, director, consultant or Affiliate of either of the Companies Plan or any of their respective Subsidiaries; (xv) make any changes in their respective accounting methodsBenefit Program or Agreement or, except as may be required under by applicable law, ruleamend or take any other actions, regulation or generally accepted accounting principles in the jurisdiction of incorporation of the applicable Company, in each case as concurred in by such party's independent public accountants; or (xvi) agree including but not limited to, or make any commitment to, do any acceleration of the foregoing. Each of the Companies recognizes that the agreements contained in this Section 4.1(b) are an integral part of the transactions contemplated by this Agreement vesting and that without these agreements, VANTAS would not enter into this Agreement; accordingly, in the event of the breach by either of the Companies of the terms of this Section 4.1(b), VANTAS shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, to enforce the specific performance thereof by either of the Companies, to enjoin either of the Companies from actions or omissions in violation of this Section 4.1(b) or to otherwise obtain preliminary injunctive relief (without the necessity to post a bond) from such actions or omissions.waiver of

Ordinary Conduct. Except as set forth in the capital expenditure and operating budgets (the "CapEx Budgets") of each of the Companies attached hereto as part of Schedule 4.1(b6(b) or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, the Companies Sellers shall cause Xxxxx to conduct, and each Xxxxx shall conduct, the business of their respective Subsidiaries shall continue to conduct their business Xxxxx in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve their respective its relationships with customers and others with whom they dealXxxxx deals. The Companies Sellers shall not, and their respective Subsidiaries shall not permit Xxxxx to, take any action that would, or that could reasonably be expected to, result in (Ai) any of the representations and warranties (including, but not limited to, those set forth in Article II) of the Companies any Seller set forth in this Agreement that are qualified as to materiality becoming untrue or incorrect, (Bii) any of such representations and warranties that are not so qualified becoming untrue or incorrect in any material respect or (Ciii) any of the conditions to the Closing purchase and sale of the Shares set forth in Section 6.3 9 not being satisfied. In addition, except as set forth in the CapEx Budgets or Schedule 4.1(b6(b) or otherwise expressly permitted by the terms of this Agreement, each of the Companies and their respective Subsidiaries Sellers shall not permit Xxxxx to, and Xxxxx shall not, do any of the following without the prior written consent of VANTASthe Buyer: (i) adjust, split, combine or reclassify amend any of their respective capital stock; make, the Xxxxx Constituent Documents or similar documents; (ii) declare or pay any dividend or make any other distribution on, to its stockholders whether or directly not upon or indirectly redeem, purchase in respect of any shares of its capital stock; (iii) redeem or otherwise acquire, acquire any shares of its capital stock, membership or partnership interests authorize or issue, or obligate itself to issue, any additional shares or capital stock of Xxxxx of any class (including any options, warrants or other rights relating thereto or any securities or obligations convertible into or exchangeable for any shares of their respective capital stock stock); (iv) acquire by merging or membership consolidating with, or partnership interests; issueby purchasing a substantial portion of the assets of, deliver or sell by any shares other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets that are material, individually or in the aggregate, to Xxxxx; (v) incur, create, or assume any indebtedness other than trade debt or make or incur any capital expenditure or enter into any agreements, contracts or other arrangements (or series of related agreements, contracts or other arrangements) to which Xxxxx is a party or by which it or any of its capital stock properties or membership assets is bound, all of which in the aggregate exceeds or partnership interests has a current or future liability or receivable to or from any securities convertible person in excess of $50,000; (vi) transfer, sell, dispose of, encumber, pledge, xxxxx x xxxx on or security interest in, assign, lease, license or donate any ownership or interest in, or material rights relating to, any of its material assets or technology, or other Intellectual Property to any person or entity; (vii) enter into any transaction, including, without limitation, any loans or exercisable forextensions of credit or other agreements with any employee, consultant, officer, director or shareholder of Xxxxx, or any rightsmember of their respective immediate families or any corporation or other entity directly or indirectly controlled by one or more of such employees, options consultants, officers, directors or warrants to acquireshareholders, any such shares or securities (whether for cash or property) to any personmembers of their immediate families; (iiviii) sell, lease, transfer or otherwise dispose of, or subject to any Lien, any of their respective properties or assets, or cancel, release or assign any material indebtedness owed to either of the Companies or any material claim held by either of the Companies, except (i) in bona fide arm's length transactions made in the ordinary course of business consistent with past practice or (ii) pursuant to contracts or agreements in force as of the date of this Agreement and listed in Schedule 2.13; (iii) incur or assume any liabilities or incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise as an accommodation become responsible directly or contingently liable on (including, without limitation, liability by way of agreement, contingent or otherwise, to purchase, to provide funds for payment, to supply funds to or otherwise invest in the obligations debtor or otherwise to assure the creditor against loss) any indebtedness of any other individual, corporation or entity (other than a wholly owned Subsidiary) except pursuant to contracts or agreements listed in Schedule 2.13 or except for loans by CarrAmerica necessary to fund the business of the Companies in the ordinary course or to fund committed developments; (iv) make any material acquisition or investment either by purchase of stock or securities, merger or consolidation, contributions to capital, property transfers, or purchases of any property or assets of any other individual, corporation or other entity except pursuant to contracts or agreements in force as of the date of this Agreement and listed in Schedule 2.13; (v) make any material change in any Omni UK Real Property Lease or LuxCo Real Property Lease, as applicable, or other contracts or enter into, renew, fail to renew, terminate or permit to be terminated any Omni UK Real Property Lease or LuxCo Real Property Lease, as applicable, any other contract or agreement that calls for aggregate annual payments of $25,000 or more and which either (i) is not terminable by either of the Companies or their respective Subsidiary, as applicable, at will on 60 days or less notice without payment of a penalty or (ii) has a term of more than six months; (vi) except in the ordinary course of business consistent with past practices (but in no event greater than 10% with respect to any employees), increase the compensation or fringe benefits of any of their respective employees or pay any bonus, pension or retirement allowance not required by any existing plan or agreement to which any such employees become a party, materially amend or commit themselves to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee or accelerate the vesting of any stock options or other stock-based compensation except for accelerations required by any existing plan or agreement set forth on Schedule 2.16; (vii) other than with respect to the MAM Investment, make any loans, advances or capital contributions to any other person, other than loans and advances to their respective Subsidiaries; (viii) make any capital expenditures in excess of (A) $25,000 individually or (B) $100,000 in the aggregate, other than expenditures necessary to maintain existing assets in good repair not to exceed in the aggregate $250,000;; or (ix) Intentionally Omitted; (x) settle any claimagree, action whether in writing or proceeding involving money damages except in the ordinary course of business consistent with past practice for settlements for monetary damages that in any event do nototherwise, individually or in the aggregate with any other such settlements, exceed $100,000; provided, however, that notwithstanding the foregoing, in no event may either of the Companies settle such claim, action or proceeding without VANTAS' prior written consent if such settlement imposes any ongoing duties, obligations or liabilities on the Companies which can reasonably be expected to require either of the Companies to incur liabilities in excess of $100,000 or unduly impair the conduct of either of the Companies' business; (xi) Intentionally Omitted; (xii) amend their respective Certificates of Incorporation, By-laws or similar governing documents, as the case may be; (xiii) enter into any new line of business; (xiv) enter into or perform any commitment, contractual obligation, borrowing, capital expenditure or other transaction (except pursuant to the Notes or agreements in force as of the date of this Agreement and listed on Schedule 2.13) with any officer, director, consultant or Affiliate of either of the Companies or any of their respective Subsidiaries; (xv) make any changes in their respective accounting methods, except as may be required under law, rule, regulation or generally accepted accounting principles in the jurisdiction of incorporation of the applicable Company, in each case as concurred in by such party's independent public accountants; or (xvi) agree to, or make any commitment to, do any of the foregoing. Each of the Companies recognizes that the agreements contained in this Section 4.1(b) are an integral part of the transactions contemplated by this Agreement and that without these agreements, VANTAS would not enter into this Agreement; accordingly, in the event of the breach by either of the Companies of the terms of this Section 4.1(b), VANTAS shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, to enforce the specific performance thereof by either of the Companies, to enjoin either of the Companies from actions or omissions in violation of this Section 4.1(b) or to otherwise obtain preliminary injunctive relief (without the necessity to post a bond) from such actions or omissions.

Ordinary Conduct. Except as set forth in the capital expenditure and operating budgets (the "CapEx Budgets") of each of the Companies attached hereto as part of Schedule 4.1(b) or otherwise expressly permitted or required by the terms of this Agreement, from the date hereof to the ClosingClosing Date, True North shall cause the Companies and each of their respective Subsidiaries shall continue Transferred Business to conduct their business be conducted in the ordinary course in substantially the same manner as presently conducted (including, without limitation, with respect to research and development efforts, advertising, promotions and capital expenditures), and shall make all commercially reasonable efforts consistent with past practices to preserve their respective its relationships with customers employees, customers, suppliers and others with whom they dealthe Transferred Business deals. The Companies True North shall not, and their respective Subsidiaries shall not permit any Transferring Entities, Acquired Entity or the Transferred Business to, (i) take any action that would, or that could reasonably be expected to, result in (A) any of the representations and warranties (including, but not limited to, those set forth in Article II) of the Companies set forth in this Agreement that are qualified as to materiality becoming untrue or incorrect, (B) any of such representations and warranties that are not so qualified becoming untrue or incorrect in any material respect or (C) any of the conditions to the Closing set forth in Section 6.3 Acquisition not being satisfied. In addition, except as set forth in the CapEx Budgets satisfied or Schedule 4.1(b(ii) or otherwise expressly permitted by the terms of this Agreement, each of the Companies and their respective Subsidiaries shall not do any of the following without the prior written consent of VANTASthe Limited Partners, which consent shall not be unreasonably withheld: (ia) adjust, split, combine amend the Certificate of Incorporation or reclassify By-laws of any of their respective capital stock; makeAcquired Entity; (b) except as disclosed on Schedule 6.1(b), declare or pay any dividend dividend, declare or make any distributions (whether in cash or other distribution onproperty) in respect of any Acquired Entity's ownership interests in the Transferred Business; (c) except as disclosed on Schedule 6.1(c), or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock, membership or partnership interests or any securities or obligations convertible into or exchangeable for any shares of their respective capital stock or membership or partnership interests; issue, deliver or sell or otherwise authorize or propose the issuance, delivery or sale of, any shares of its capital stock or membership other ownership interests of the Transferred Business or partnership interests any Acquired Entity or securities convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating the Transferred Business or any Acquired Entity to issue, any such ownership interests; (d) redeem or otherwise acquire, directly or indirectly, any ownership interests, or any option, warrant or right relating thereto or any securities convertible into or exercisable for, exchangeable for an ownership interest of the Transferred Business or any rights, options or warrants to acquire, any such shares or securities (whether for cash or property) to any personAcquired Entity; (iie) sellexcept as disclosed on Schedule 6.1(e), lease, transfer adopt or amend in any material respect or terminate any benefit plan or collective bargaining agreement relating to or otherwise dispose ofaffecting the Transferred Business, or subject except as required by law; (f) except as disclosed on Schedule 6.1(f), grant to any Lien, Transferred Employee or any of their respective properties officer or assets, or cancel, release or assign any material indebtedness owed to either employee of the Companies Transferred Business or any material claim held by either of the CompaniesAcquired Entity any increase in compensation or benefits, except as may be required under existing agreements; (ig) in bona fide arm's length transactions made except as disclosed on Schedule 6.1(g), incur or assume any liabilities, obligations or indebtedness for borrowed money or guarantee any such liabilities, obligations or indebtedness, other than in the ordinary course of business consistent with past practice practice; (h) permit, allow or (ii) suffer any of their/its respective assets to become subjected to any mortgage, lien, security interest, encumbrance, easement, covenant, right-of-way or other similar restriction which would have been required to be set forth on Schedule 5.9 or disclosed pursuant to contracts or agreements in force as of Section 5.8 if existing on the date of this Agreement and listed in Schedule 2.13; (iii) incur or assume any liabilities or incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or entity (other than a wholly owned Subsidiary) except pursuant to contracts or agreements listed in Schedule 2.13 or except for loans by CarrAmerica necessary to fund the business of the Companies in the ordinary course or to fund committed developments; (iv) make any material acquisition or investment either by purchase of stock or securities, merger or consolidation, contributions to capital, property transfers, or purchases of any property or assets of any other individual, corporation or other entity except pursuant to contracts or agreements in force as of the date of this Agreement and listed in Schedule 2.13; (v) make any material change in any Omni UK Real Property Lease or LuxCo Real Property Lease, as applicable, or other contracts or enter into, renew, fail to renew, terminate or permit to be terminated any Omni UK Real Property Lease or LuxCo Real Property Lease, as applicable, any other contract or agreement that calls for aggregate annual payments of $25,000 or more and which either (i) is not terminable by either of the Companies or their respective Subsidiary, as applicable, at will on 60 days or less notice without payment of a penalty or (ii) has a term of more than six months; (vi) except in the ordinary course of business consistent with past practices (but in no event greater than 10% with respect to any employees), increase the compensation or fringe benefits of any of their respective employees or pay any bonus, pension or retirement allowance not required by any existing plan or agreement to which any such employees become a party, materially amend or commit themselves to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee or accelerate the vesting of any stock options or other stock-based compensation except for accelerations required by any existing plan or agreement set forth on Schedule 2.16practice; (viii) except as disclosed on Schedule 6.1(i), revalue any of its assets or cancel any receivables or indebtedness owed to the Transferred Business or waive any claims or rights of value exceeding $10,000 in the aggregate; (j) except as disclosed on Schedule 6.1(j), except as specifically contemplated hereby, pay, loan or advance any amount to, or sell, transfer, lease or sublease any of its assets to, or enter into any agreement or arrangement with True North or any of its affiliates or related parties; (k) transfer to any person or entity any rights to TNT Intellectual Property, except to customers in the ordinary course of its business consistent with past practices; (l) amend or modify a material term of, or violate any term of, any of the agreements set forth or described on Schedule 5.11; (m) initiate any litigation, other than collection actions in the ordinary course of business; (n) except as disclosed on Schedule 6.1(n), make or change any material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, enter into any closing agreement, settle any material claim or assessment in respect of Taxes, or consent to any material extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes (except to the extent that any liability for Taxes associated with any of the foregoing shall be solely the liability of True North); (o) except as disclosed on Schedule 6.1(o), enter into any strategic alliance or joint marketing arrangement or agreement that is material to the Transferred Business; (p) except as disclosed on Schedule 6.1(p), except as specifically permitted by the other terms of this Agreement, enter into any transaction with any Affiliate of True North or the Transferred Business with respect to the MAM Investmentassets or liabilities constituting any portion of the Transferred Business, make any loans, advances payment or capital contributions transfer any article of tangible or intangible property to any other personsuch party, other than loans and advances or permit any such party to their respective Subsidiariesreceive any payment or any article of tangible or intangible property from any third party doing business, seeking business, or desiring to do business with True North or the Transferred Business; (viiiq) make any capital expenditures change in excess any method of accounting or accounting practice or policy other than those required by generally accepted accounting principles in effect on the date of this Agreement (A"GAAP"); (r) $25,000 acquire or agree to acquire by merging or consolidating with, or by purchasing any portion of the assets or equity securities 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 (B) $100,000 in the aggregate, other than expenditures necessary to maintain existing assets in good repair not to exceed in the aggregate $250,000Transferred Business; (ixs) Intentionally Omittedexcept as disclosed on Schedule 6.1(s), make or incur any capital expenditure which, individually, is in excess of $15,000 or make or incur any such expenditures which, in the aggregate, are in excess of $75,000; (xt) settle sell, lease, license or otherwise dispose of any claimof its assets or properties, action except in the ordinary course of business and consistent with past practice; (u) enter into any lease of real property, except in the ordinary course of business and consistent with past practice; (v) modify, amend, terminate or proceeding involving money damages except permit the lapse of any lease of, or reciprocal easement agreement, operating agreement or other material agreement relating to, real property; (w) delay or accelerate the payment of any account payable or other liability of any Acquired Entity or the Transferred Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice for settlements for monetary damages that in any event do not, individually or in the aggregate with any other such settlements, exceed $100,000; provided, however, that notwithstanding the foregoing, in no event may either of the Companies settle such claim, action or proceeding without VANTAS' prior written consent if such settlement imposes any ongoing duties, obligations or liabilities on the Companies which can reasonably be expected to require either of the Companies to incur liabilities in excess of $100,000 or unduly impair the conduct of either of the Companies' businesspractice; (xix) Intentionally Omitteddelay or accelerate collection of notes or accounts receivable in advance or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business consistent with past practice; (xiiy) amend their respective Certificates of Incorporationexcept as specifically permitted by this Agreement, By-laws or similar governing documents, as the case may be; (xiii) enter into any new line of business; (xiv) enter into or perform any commitment, contractual obligation, borrowing, capital expenditure or other transaction (except pursuant to the Notes or agreements in force as of that extend for a period exceeding one year from the date hereof or require a payment in aggregate of this Agreement and listed on Schedule 2.13) with any officer, director, consultant or Affiliate of either of the Companies or any of their respective Subsidiaries; (xv) make any changes in their respective accounting methods, except as may be required under law, rule, regulation or generally accepted accounting principles in the jurisdiction of incorporation of the applicable Company, in each case as concurred in by such party's independent public accountantsmore than $25,000; or (xviz) agree toagree, whether in writing or make any commitment tootherwise, to do any of the foregoing. Each of the Companies recognizes that the agreements contained in this Section 4.1(b) are an integral part of the transactions contemplated by this Agreement and that without these agreements, VANTAS would not enter into this Agreement; accordingly, in the event of the breach by either of the Companies of the terms of this Section 4.1(b), VANTAS shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, to enforce the specific performance thereof by either of the Companies, to enjoin either of the Companies from actions or omissions in violation of this Section 4.1(b) or to otherwise obtain preliminary injunctive relief (without the necessity to post a bond) from such actions or omissions.

Ordinary Conduct. (a) Except as set forth in on the capital expenditure and operating budgets (the "CapEx Budgets") of each of the Companies attached hereto Buyer Disclosure Schedule or as part of Schedule 4.1(b) or otherwise expressly permitted contemplated by the terms of this Agreement, from the date hereof to the Closing, the Companies and each of their respective Subsidiaries Buyer shall continue to conduct their its business in the ordinary course in substantially the same manner as presently conducted and shall make all use commercially reasonable efforts consistent with past practices to preserve their respective its relationships with customers and others with whom they deal. The Companies and their respective Subsidiaries shall not take any action that would, or that could reasonably be expected to, result in suppliers. (Ab) any of the representations and warranties (including, but not limited to, those set forth in Article II) of the Companies set forth in this Agreement that are qualified as to materiality becoming untrue or incorrect, (B) any of such representations and warranties that are not so qualified becoming untrue or incorrect in any material respect or (C) any of the conditions to the Closing set forth in Section 6.3 not being satisfied. In addition, except Except as set forth in on the CapEx Budgets Buyer Disclosure Schedule or Schedule 4.1(b) or otherwise expressly permitted as contemplated by the terms of this Agreement, each of the Companies and their respective Subsidiaries Buyer shall not do any of the following without the prior written consent of VANTASSeller: (i) adjust, split, combine amend its certificate of incorporation or reclassify any of their respective capital stock; make, bylaws; (ii) (x) declare or pay any dividend or make any other distribution on, to its stockholders whether or directly not upon or indirectly redeem, purchase or otherwise acquire, in respect of any shares of its capital stock, membership (y) redeem or partnership interests otherwise acquire any shares of its capital stock or (z) issue any capital stock or any option, warrant or right relating thereto or any securities or obligations convertible into or exchangeable for any shares of their respective capital stock or membership or partnership interests; issue, deliver or sell any shares of its capital stock or membership or partnership interests or any securities convertible into or exercisable for, or any rights, options or warrants to acquire, any such shares or securities (whether for cash or property) to any personstock; (iiiii) (x) merge or consolidate with or into another person, (y) liquidate or dissolve or (z) sell, lease, transfer or otherwise dispose of, of or subject to any Lien, any of their respective properties or assets, or cancel, release or assign any material indebtedness owed to either exclusively license more than 20% of the Companies or any material claim held by either assets of the Companies, except (i) in bona fide arm's length transactions made in the ordinary course of business consistent with past practice or (ii) pursuant to contracts or agreements in force Buyer and its subsidiaries taken as of the date of this Agreement and listed in Schedule 2.13; (iii) incur or assume any liabilities or incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or entity (other than a wholly owned Subsidiary) except pursuant to contracts or agreements listed in Schedule 2.13 or except for loans by CarrAmerica necessary to fund the business of the Companies in the ordinary course or to fund committed developmentswhole; (iv) make change, in any material acquisition or investment either by purchase of stock or securitiesrespect, merger or consolidation, contributions to capital, property transfers, or purchases of any property or assets of any other individual, corporation or other entity except pursuant to contracts or agreements in force as of the date of this Agreement and listed in Schedule 2.13its principal business from its existing principal business; (v) make take any material change action in any Omni UK Real Property Lease violation of Section 3.6 (Board Approval) or LuxCo Real Property Lease, as applicable, or other contracts or enter into, renew, fail to renew, terminate or permit to be terminated any Omni UK Real Property Lease or LuxCo Real Property Lease, as applicable, any other contract or agreement that calls for aggregate annual payments of $25,000 or more and which either Section 3.7 (iStockholder Approval) is not terminable by either of the Companies or their respective SubsidiaryFifth Amended and Restated Investors’ Rights Agreement, dated as applicableof the date hereof, at will on 60 days or less notice without payment of a penalty or (ii) has a term of more than six monthsamong Buyer and the investors party thereto; (vi) except amend or waive, in any respect adverse to Seller or otherwise in any material respect, any provision of the Financing Agreement or the Rights Agreement (as defined in the ordinary course of business consistent with past practices Financing Agreement) or the Voting Agreement (but as defined in no event greater than 10% with respect to any employeesthe Financing Agreement), increase the compensation or fringe benefits of any of their respective employees or pay any bonus, pension or retirement allowance not required by any existing plan or agreement to which any such employees become a party, materially amend or commit themselves to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee or accelerate the vesting of any stock options or other stock-based compensation except for accelerations required by any existing plan or agreement set forth on Schedule 2.16; (vii) other than with respect take any action or fail to use commercially reasonable efforts to take any action that is or would reasonably be expected to cause any of Buyer’s or the Sub’s representations or warranties in Article VI to be or become untrue in such a manner as would result in a failure of the condition set forth in Section 3.02(a) (it being understood and agreed that any breach of this covenant shall instead be treated (without double counting) as a breach of the applicable underlying representation or warranty and shall be subject to the MAM Investment, make any loans, advances or capital contributions to any other person, other than loans and advances to their respective Subsidiaries;limitations set forth in Section 11.03(b)); or (viii) make any capital expenditures agree, whether in excess of (A) $25,000 individually writing or (B) $100,000 in the aggregateotherwise, other than expenditures necessary to maintain existing assets in good repair not to exceed in the aggregate $250,000; (ix) Intentionally Omitted; (x) settle any claim, action or proceeding involving money damages except in the ordinary course of business consistent with past practice for settlements for monetary damages that in any event do not, individually or in the aggregate with any other such settlements, exceed $100,000; provided, however, that notwithstanding the foregoing, in no event may either of the Companies settle such claim, action or proceeding without VANTAS' prior written consent if such settlement imposes any ongoing duties, obligations or liabilities on the Companies which can reasonably be expected to require either of the Companies to incur liabilities in excess of $100,000 or unduly impair the conduct of either of the Companies' business; (xi) Intentionally Omitted; (xii) amend their respective Certificates of Incorporation, By-laws or similar governing documents, as the case may be; (xiii) enter into any new line of business; (xiv) enter into or perform any commitment, contractual obligation, borrowing, capital expenditure or other transaction (except pursuant to the Notes or agreements in force as of the date of this Agreement and listed on Schedule 2.13) with any officer, director, consultant or Affiliate of either of the Companies or any of their respective Subsidiaries; (xv) make any changes in their respective accounting methods, except as may be required under law, rule, regulation or generally accepted accounting principles in the jurisdiction of incorporation of the applicable Company, in each case as concurred in by such party's independent public accountants; or (xvi) agree to, or make any commitment to, do any of the foregoing. Each of the Companies recognizes that the agreements contained in this Section 4.1(b) are an integral part of the transactions contemplated by this Agreement and that without these agreements, VANTAS would not enter into this Agreement; accordingly, in the event of the breach by either of the Companies of the terms of this Section 4.1(b), VANTAS shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, to enforce the specific performance thereof by either of the Companies, to enjoin either of the Companies from actions or omissions in violation of this Section 4.1(b) or to otherwise obtain preliminary injunctive relief (without the necessity to post a bond) from such actions or omissions.