Common use of Ordinary Course of Business Clause in Contracts

Ordinary Course of Business. (a) The Company and each Subsidiary, from the earlier of the date of the most recent balance sheet forming part of the Financial Statements or December 31, 1995 to the date of this Agreement, and until the Public Offering Closing Date, except as may be described on Section 3.18(a) of the Disclosure Schedule or as may be required or permitted expressly by the terms of this Agreement or as may be approved in writing by VIALOG: (i) has operated, and will continue to operate, its business in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice, (ii) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than in the ordinary course of business, (iii) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedule, and except as expressly otherwise contemplated hereby, (A) has not incurred and will not incur any obligations or liabilities (fixed, contingent or other), (B) has not entered and will not enter into any commitments, and (C) has not canceled and will not cancel any debts or claims, (iv) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements, (v) has not discharged or satisfied, and will not discharge or satisfy, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business, (vi) except in the ordinary course, has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents or otherwise alter, modify or change the terms of their employment or engagement, (vii) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority, (viii) has not waived, and will not waive, any rights of material value without fair and adequate consideration, (ix) has not experienced any work stoppage, (x) has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Employment Arrangement, Contractual Obligation or transaction with any Affiliate, except for terminations in the ordinary course of business in accordance with the terms thereof, (xi) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage, (xii) has not entered into, and will not enter into, any other transaction or series of related transactions which individually or in the aggregate is material to the Company or the Company and its Subsidiaries taken as a whole, except in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cuba. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distribution.

Ordinary Course of Business. (a) The Company and each Subsidiary, from From the earlier end of the date of the its most recent balance sheet forming part of the Financial Statements or December 31, 1995 fiscal quarter to the date of this Agreement, and until the Public Offering Closing Datehereof, except (i) as may be described on Section 3.18(a) 3.17 of the Diablo Disclosure Schedule Schedule, or (ii) as may be required or permitted expressly contemplated by the terms of this Agreement or as may be approved the Letter of Intent, Diablo has operated the Diablo Business in writing by VIALOG: (i) has operated, and will continue to operate, its business all material respects in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice, (ii) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose ofand, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than in the ordinary course of business, (iii) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedulebusiness, and except as expressly otherwise contemplated herebyconsistent with prior practice, (Aa) has not incurred and will not incur any obligations obligation or liabilities liability (fixed, contingent or other),) individually having a value in excess of $20,000; (Bb) has not sold or otherwise disposed of or contracted to sell or otherwise dispose of any of its properties or assets having a value in excess of $20,000; (c) has not entered and will not enter into any commitments, andindividual commitment having a value in excess of $20,000; (Cd) has not canceled and will not cancel any debts or claims,; (ive) has not created or permitted to be created any Lien on any of its property; (f) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except in the ordinary course of business consistent with past practice or for normal maintenance and replacements,; (vg) has not discharged or satisfied, and will not discharge or satisfy, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business, (vi) except in the ordinary course, has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents the Diablo Employees other than in the ordinary course of business or otherwise altermaterially altered, modify modified or change changed the terms of their employment or engagement,employment; (viih) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,; (viiii) has not waived, and will not waive, waived any rights of material value without fair and adequate consideration,; (ixj) has not experienced any work stoppage,; (xk) has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Agreement or Employment Arrangement, Contractual Obligation or transaction any transaction, agreement or arrangement with any AffiliateAffiliate of Diablo, except for terminations in the ordinary course of business in accordance with the terms thereof,Diablo Nonassumed Obligations; and (xi) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage, (xiil) has not entered into, and will not enter into, into any other transaction or series of related transactions which individually or in the aggregate is material to the Company Diablo Assets or the Company and its Subsidiaries taken as a whole, except in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in CubaDiablo Business. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distribution.

Ordinary Course of Business. (a) The Company and each SubsidiaryMeridian, from the earlier of the date of the most recent balance sheet forming part of the Financial Statements or December 31November 30, 1995 1996 to the --------------------------- date of this Agreement, and until the Public Offering Closing Datehereof, except (i) as may be described on Section 3.18(a) 3.17 of the Meridian Disclosure Schedule Schedule, or (ii) as may be required or permitted expressly contemplated by the terms of this Agreement or as may be approved in writing by VIALOGAgreement, with respect to the Meridian Assets and the Meridian Business: (ia) has operated, and will continue to operate, operated its business in all Material respects in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice,, except with respect to the New Sites; (iib) has not sold or otherwise disposed of, of or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assetsassets having a value in excess of $20,000, other than in the ordinary course of business,; (iiic) except in each case in the ordinary course of business (including without limitation with respect to site user agreements), consistent with prior practice or as detailed as transactions not in with respect to the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedule, and except as expressly otherwise contemplated hereby,New Sites: (Ai) has not incurred and will not incur any obligations obligation or liabilities liability (fixed, contingent or other),) individually having a value in excess of $20,000; (Bii) has not entered and will not enter into any commitments, individual commitment having a value in excess of $20,000; and (Ciii) has not canceled and will not cancel any Material debts or claims,; (iv) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements, (vd) has not discharged or satisfiedsatisfied any Lien, and will not discharge or satisfyother than a Permitted Lien, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, business (including without limitation site user agreements) and commitments under Leases existing on that date or incurred since that date in the ordinary course of business,business or repaying or prepaying Long-Term Indebtedness or the current portion thereof, except with respect to the New Sites; (vie) has not created or permitted to be created any Lien on any of its tangible property other than Permitted Liens; (f) has not made or committed to make any Material additions to its property or any purchases of equipment, except (i) in the ordinary coursecourse of business consistent with past practice or for normal maintenance and replacements or (ii) with respect to the New Sites; (g) except as described in Section 3.17(h) of the Meridian Disclosure Schedule, has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents the Meridian Employees other than in the ordinary course of business or otherwise alterMaterially altered, modify modified or change changed the terms of their employment or engagement,employment; (viih) has not suffered any material Material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,; (viiii) has not waived, and will not waive, waived any rights of material Material value without fair and adequate consideration,; (ixj) has not experienced any work stoppage,; (xk) except in the ordinary course of business (including without limitation site user agreements), or with respect to the New Sites, has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Agreement or Employment Arrangement, Contractual Obligation or transaction any transaction, agreement or arrangement with any AffiliateAffiliate of Meridian, except for terminations in the ordinary course of business in accordance with the terms thereof,Meridian Nonassumed Obligations; and (xi) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage, (xiil) has not entered into, and will not enter into, into any other transaction or series of related transactions which individually or in the aggregate is material Material to the Company Meridian Assets or the Company and its Subsidiaries taken as a whole, Meridian Business except in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cuba. (b) From the end of its most recent fiscal year respect to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any DistributionNew Sites.

Ordinary Course of Business. (a) The Company and each Subsidiary, from the earlier of the date of the most recent balance sheet forming part of the Financial Statements or December 31, 1995 1996 to the date of this Agreement, and until the Public Offering Financing Closing Date, except as may be described on Section 3.18(a) of the Disclosure Schedule or as may be required or permitted expressly by the terms of this Agreement or as may be approved in writing by VIALOG: (i) has operated, and will continue to operate, its business in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice, (ii) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than in the ordinary course of business, (iii) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedule, and except as expressly otherwise contemplated hereby, (A) has not incurred and will not incur any obligations or liabilities (fixed, contingent or other), (B) has not entered and will not enter into any commitments, and (C) has not canceled and will not cancel any debts or claims, (iv) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements, (v) has not discharged or satisfied, and will not discharge or satisfy, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business, (vi) except in the ordinary course, has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents or otherwise alter, modify or change the terms of their employment or engagement, (vii) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority, (viii) has not waived, and will not waive, any rights of material value without fair and adequate consideration, (ix) has not experienced any work stoppage, (x) has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Employment Arrangement, Contractual Obligation or transaction with any Affiliate, except for terminations in the ordinary course of business in accordance with the terms thereof, (xi) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage, (xii) has not entered into, and will not enter into, any other transaction or series of related transactions which individually or in the aggregate is material to the Company or the Company and its Subsidiaries taken as a whole, except in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cuba. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Financing Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distribution.

Ordinary Course of Business. (a) The Company Seller and each Seller Subsidiary, from the earlier end of the date of the its most recent balance sheet forming part of the Financial Statements or December 31, 1995 fiscal year to the date of this Agreement, and until the Public Offering Closing Datehereof, except (i) as may be described on Section 3.18(a) 3.15 of the Seller Disclosure Schedule Schedule, or (ii) as may be required or permitted expressly contemplated by the terms of this Agreement or as may be approved in writing by VIALOGAgreement, with respect to the Seller Assets and the Seller Business: (ia) has operated, and will continue to operate, operated its business in all material respects in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice,; (ii) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than in the ordinary course of business, (iiib) except in each case in the ordinary course of business business, consistent with prior practice, has not sold or as detailed as transactions not otherwise disposed of or contracted to sell or otherwise dispose of any of its properties or assets having a value in the ordinary course in the Company's business plan set forth as Section 3.18(a) excess of the Disclosure Schedule, and except as expressly otherwise contemplated hereby,$50,000; (A) has not incurred and will not incur any obligations or liabilities (fixed, contingent or other), (B) has not entered and will not enter into any commitments, and (C) has not canceled and will not cancel any debts or claims, (ivc) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except in the ordinary course of business consistent with past practice or for normal maintenance and replacements,; (vd) has not discharged or satisfied, and will not discharge or satisfy, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business, (vi) except in the ordinary course, has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents the Seller Employees other than in the ordinary course of business or otherwise altermaterially altered, modify modified or change changed the terms of their employment or engagement,employment; (viie) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,; (viiif) has not waived, and will not waive, waived any rights of material value without fair and adequate consideration,; (ixg) has not experienced any work stoppage,; (xh) except in the ordinary course of business, has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Agreement or Employment Arrangement, Contractual Obligation or transaction any transaction, agreement or arrangement with any AffiliateAffiliate of Seller, except for terminations in the ordinary course of business in accordance with the terms thereof,Seller Nonassumed Obligations; and (xi) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage, (xiii) has not entered into, and will not enter into, into any other transaction or series of related transactions which individually or in the aggregate is material to the Company Seller Assets or the Company and its Subsidiaries taken as a whole, except in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in CubaSeller Business. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distribution.

Ordinary Course of Business. (a) The Company and each SubsidiarySince September 30, from the earlier of the date of the most recent balance sheet forming part of the Financial Statements or December 31, 1995 to the date of this Agreement, and until the Public Offering Closing Date1997, except (i) as may be described on Section 3.18(a) 4.16 of the ATC Disclosure Schedule Schedule, or (ii) as may be required or expressly permitted expressly or contemplated by the terms of this Agreement or as may be approved in writing by VIALOGAgreement, ATC: (ia) has operated, and will continue to operate, operated its business in all material respects in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior past practice,, it being understood that the acquisition and financing of communications sites and related assets and other business involved in the communications sites industry and the construction of communications towers and related assets is part of the ordinary course of business of ATC; (b) except in each case in the ordinary course of business, consistent with past practice, it being understood that the acquisition and financing of communications sites and related assets and other business involved in the communications sites industry and the construction of communications towers and related assets is part of the ordinary course of business of ATC: (i) has not incurred any obligation or liability (fixed, contingent or other) individually having a value in excess of $100,000; (ii) has not sold or otherwise disposed of, of or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than assets having a value in the ordinary course excess of business,$100,000; (iii) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedule, and except as expressly otherwise contemplated hereby, (A) has not incurred and will not incur any obligations or liabilities (fixed, contingent or other), (B) has not entered and will not enter into any commitments, individual commitment having a value in excess of $100,000; and (Civ) has not canceled and will not cancel any debts or claims,; (ivc) has not created or permitted to be created any Lien on any of its property, except for Permitted Liens; (d) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except in the ordinary course of business consistent with past practice or for normal maintenance and replacements,; (ve) has not discharged or satisfied, and will not discharge or satisfy, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into except in the ordinary course of business, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business, (vi) except in the ordinary coursebusiness consistent with past practice, has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents the ATC Employees or otherwise altermaterially altered, modify modified or change changed the terms of their employment or engagement,employment; (viif) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,Authority that has had or is reasonably likely to have a Material Adverse Effect on ATC; (viiig) has not waived, and will not waive, waived any rights of material value without fair and adequate consideration,; (ixh) has not experienced any work stoppage,; (xi) except in the ordinary course of business, has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Agreement or Employment Arrangement, Contractual Obligation or transaction any transaction, agreement or arrangement with any Affiliate, except for terminations in the ordinary course Affiliate of business in accordance with the terms thereof,ATC; and (xij) has not amended made, paid or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage, (xii) has not entered into, and will not enter into, any other transaction or series of related transactions which individually or in the aggregate is material to the Company or the Company and its Subsidiaries taken as a whole, except in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cuba. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, declared any Distribution.

Ordinary Course of Business. (a) The Company and each SubsidiaryOPM, from the earlier end of the date of the its most recent balance sheet forming part of the Financial Statements or December 31, 1995 fiscal quarter to the date of this Agreement, and until the Public Offering Closing Datehereof, except (i) as may be described on Section 3.18(a) 3.17 of the OPM Disclosure Schedule Schedule, or (ii) as may be required or permitted expressly contemplated by the terms of this Agreement or as may be approved in writing by VIALOGAgreement, with respect to the OPM Assets and the OPM Business: (ia) has operated, and will continue to operate, operated its business in all material respects in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice,; (b) except in each case in the ordinary course of business, consistent with prior practice: (i) has not incurred any obligation or liability (fixed, contingent or other) individually having a value in excess of $20,000; (ii) has not sold or otherwise disposed of, of or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than assets having a value in the ordinary course excess of business,$20,000; (iii) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedule, and except as expressly otherwise contemplated hereby, (A) has not incurred and will not incur any obligations or liabilities (fixed, contingent or other), (B) has not entered and will not enter into any commitments, individual commitment having a value in excess of $20,000; and (Civ) has not canceled and will not cancel any debts or claims,; (ivc) has not created or permitted to be created any Lien on any of its property; (d) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except in the ordinary course of business consistent with past practice or for normal maintenance and replacements,; (ve) has not discharged or satisfied, and will not discharge or satisfy, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business, (vi) except in the ordinary course, has not increased and will not increase the compensation payable or to become payable to any of its directorsthe OPM Employees other than nonmaterial increases in the ordinary course of business, officers, employees, advisers, consultants, salesmen or agents or otherwise altermaterially altered, modify modified or change changed the terms of their employment or engagement,employment; (viif) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,; (viiig) has not waived, and will not waive, waived any rights of material value without fair and adequate consideration,; (ixh) has not experienced any work stoppage,; (xi) except in the ordinary course of business, has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Agreement or Employment Arrangement, Contractual Obligation or transaction any transaction, agreement or arrangement with any AffiliateAffiliate of OPM, except for terminations in the ordinary course of business in accordance with the terms thereof,OPM Nonassumed Obligations; and (xij) has not amended made, paid or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage,declared any Distribution; and (xiik) has not entered into, and will not enter into, into any other transaction or series of related transactions which individually or in the aggregate is material to the Company OPM Assets or the Company and its Subsidiaries taken as a whole, except in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in CubaOPM Business. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distribution.

Ordinary Course of Business. (a) The Company and each SubsidiarySince September 30, from the earlier of the date of the most recent balance sheet forming part of the Financial Statements or December 31, 1995 to the date of this Agreement, and until the Public Offering Closing Date1997, except (i) as may be described on Section 3.18(a) 5.15 of the ATS Disclosure Schedule Schedule, or (ii) as may be required or expressly permitted expressly or contemplated by the terms of this Agreement or as may be approved in writing by VIALOGAgreement, ATS: (ia) has operated, and will continue to operate, operated its business in all material respects in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior past practice,, it being understood that the acquisition and financing of communications sites and related assets and other business involved in the communications sites industry and the construction of communications towers and related assets is part of the ordinary course of business of ATS; (b) except in each case in the ordinary course of business, consistent with past practice, it being understood that the acquisition and financing of communications sites and related assets and other business involved in the communications sites industry and the construction of communications towers and related assets is part of the ordinary course of business of ATS: (i) has not incurred any obligation or liability (fixed, contingent or other) individually having a value in excess of $100,000; (ii) has not sold or otherwise disposed of, of or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than assets having a value in the ordinary course excess of business,$100,000; (iii) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedule, and except as expressly otherwise contemplated hereby, (A) has not incurred and will not incur any obligations or liabilities (fixed, contingent or other), (B) has not entered and will not enter into any commitments, individual commitment having a value in excess of $100,000; and (Civ) has not canceled and will not cancel any debts or claims,; (ivc) has not created or permitted to be created any Lien on any of its property, except for Permitted Liens; (d) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except in the ordinary course of business consistent with past practice or for normal maintenance and replacements,; (ve) has not discharged or satisfied, and will not discharge or satisfy, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into except in the ordinary course of business, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business, (vi) except in the ordinary coursebusiness consistent with past practice, has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents the ATS Employees or otherwise altermaterially altered, modify modified or change changed the terms of their employment or engagement,employment; (viif) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,Authority that has had or is reasonably likely to have a Material Adverse Effect on ATS; (viiig) has not waived, and will not waive, waived any rights of material value without fair and adequate consideration,; (ixh) has not experienced any work stoppage,; (xi) except in the ordinary course of business, has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Agreement or Employment Arrangement, Contractual Obligation or transaction any transaction, agreement or arrangement with any Affiliate, except for terminations in the ordinary course Affiliate of business in accordance with the terms thereof,ATS; and (xij) has not amended made, paid or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage, (xii) has not entered into, and will not enter into, any other transaction or series of related transactions which individually or in the aggregate is material to the Company or the Company and its Subsidiaries taken as a whole, except in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cuba. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, declared any Distribution.

Ordinary Course of Business. (a) The Company and each Subsidiary, from the earlier of the date of the most recent balance sheet forming part of the Financial Statements or December 31, 1995 1996 to the date of this Agreement, and until the Public Offering Financing Closing Date, except as may be described on in Section 3.18(a) of the Disclosure Schedule or as may be required or permitted expressly by the terms of this Agreement or as may be approved in writing by VIALOG: (i) has operated, and will continue to operate, its business in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice, (ii) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than in the ordinary course of business, (iii) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedule, and except as expressly otherwise contemplated hereby, (A) has not incurred and will not incur any obligations or liabilities (fixed, contingent or other), (B) has not entered and will not enter into any commitments, and (C) has not canceled and will not cancel any debts or claims, (iv) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements, (v) has not discharged or satisfied, and will not discharge or satisfy, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business, (vi) except in the ordinary course, has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents or otherwise alter, modify or change the terms of their employment or engagement, (vii) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority, (viii) has not waived, and will not waive, any rights of material value without fair and adequate consideration, (ix) has not experienced any work stoppage, (x) has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Employment Arrangement, Contractual Obligation or transaction with any Affiliate, except for terminations in the ordinary course of business in accordance with the terms thereof, (xi) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage, (xii) has not entered into, and will not enter into, any other transaction or series of related transactions which individually or in the aggregate is material to the Company or the Company and its Subsidiaries taken as a whole, except in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cuba. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Financing Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distribution.

Ordinary Course of Business. (a) The Company and each Company Subsidiary, from the earlier of the date of the most recent balance sheet forming part of the Financial Statements or December 31, 1995 to the date of this Agreement, and until the Public Offering Closing Datehereof, except (i) as may be described on Section 3.18(a3.16(a) of the Disclosure Schedule Schedule, or (ii) as may be required or permitted expressly by reflected in the terms of this Agreement or as may be approved in writing by VIALOGFinancial Statements: (i) has operated, and will continue to operate, operated its business in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice,; (ii) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than in the ordinary course of business,; (iii) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedulebusiness, and except as expressly otherwise contemplated hereby,consistent with prior practice: (A) has not incurred and will not incur any obligations or liabilities (fixed, contingent or other),; (B) has not entered and will not enter into any commitments, commitments in excess of $35,000 in the aggregate; and (C) has not canceled and will not cancel cancelled any debts or claims,claims in excess of $35,000 in the aggregate; (iv) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipmentequipment in excess of $35,000 in the aggregate, except for normal maintenance and replacements,in the ordinary course of business, consistent with past practice; (v) has not discharged or satisfied, and will not discharge or satisfy, satisfied any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, consistent with prior practice, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business,business or repaying or prepaying long-term indebtedness or the current portion thereof; (vi) has not created or permitted to be created any Lien on any of its tangible property; (vii) except in the ordinary coursecourse of business, has not transferred or created, or permitted to be created, any Lien on any Intangible Assets; (viii) except in the ordinary course of business, consistent with prior practice, has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents or otherwise alteraltered, modify modified or change changed the terms of their employment or engagement,; (viiix) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of material property by any Authority,; (viiix) has not waived, and will not waive, waived any rights of material value without fair and adequate consideration,; (ix) has not experienced any work stoppage, (xxi) has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Agreement or Employment Arrangement, Arrangement or any Contractual Obligation or transaction with any Affiliate, except for terminations in the ordinary course of business business, consistent with prior practice, in accordance with the terms thereof,; (xixii) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage,; (xiixiii) has not entered intoamended any provision of its Organic Documents; (xiv) has not issued any additional shares of capital stock or any Option Securities or Convertible Securities and has not entered, and will not enter into, into any agreement to do the same; and (xv) has not entered into any other transaction or series of related transactions which individually or in the aggregate is material to the Company or the Company and its Subsidiaries taken as a wholeCompany, except in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cuba. (b) From the end of its most recent fiscal year to the date of this Agreementhereof, except as described set forth in Section 3.18(b3.16(b) of the Disclosure Schedule, neither the Company nor any Company Subsidiary has, or on or prior to the Public Offering Closing Date will have, has declared, made or paid, or agreed to declare, make or pay, any DistributionDistribution (other than a Distribution payable to the Company or a Company Subsidiary).

Ordinary Course of Business. (a) The Except as described in Section 2.17 of the Disclosure Schedule, each of Company and each Subsidiaryits Subsidiaries, from the earlier of the date of the most recent balance sheet forming part of the Financial Statements or December 31since October 28, 1995 to the date of this Agreement, and until the Public Offering Closing Date, except as may be described on Section 3.18(a) of the Disclosure Schedule or as may be required or permitted expressly by the terms of this Agreement or as may be approved in writing by VIALOGhereof: (ia) has operated, and will continue to operate, operated its business in the normal, usual and customary manner in the ordinary and regular course of businessbusiness consistent with past practice, including the maintenance of working capital at normal operating levels consistent with prior practice,; (iib) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its material properties or assets, other than inventory sold or otherwise disposed of in the ordinary course of business,business consistent with past practice; (iiic) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedule, and except as expressly otherwise contemplated herebyconsistent with past practice, (Ai) has not incurred and will not incur any material obligations or liabilities (fixed, contingent or other),; (Bii) has not entered and will not enter into any material commitments, ; (iii) has not sold or transferred any material tangible asset or canceled any material debts or claims; and (Civ) has not canceled and will not cancel incurred any debts indebtedness for borrowed money or claims,issued any debt securities or assumed, guaranteed or endorsed, or otherwise as an accommodation became responsible for, the obligations of any person, or made any loans or advances. (ivd) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements,replacements and capital expenditures in accordance with the budget therefor heretofore provided to Acquiror; (ve) has not discharged or satisfied, and will not discharge satisfied any Encumbrance or satisfy, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business,; (vif) except in the ordinary coursehas not Encumbered any of its tangible property, other than Permitted Encumbrances; (g) has not Transferred or Encumbered any Intellectual Property other than Permitted Encumbrance; (h) has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents or otherwise alter, modify or change the terms of their employment or engagement,; (viii) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority, (viii) has not waived, and will not waive, waived any rights of material substantial value without fair and adequate consideration,; (ixj) has not experienced any work stoppage, (x) has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Employment Arrangement, Contractual Obligation or transaction with any Affiliate, except for terminations in the ordinary course of business in accordance with the terms thereof, (xi) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage, (xii) has not entered into, and will not enter into, any other transaction or series of related transactions which individually or in the aggregate is material to the Company or the Company and its Subsidiaries taken as a whole, except in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cuba. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, declared, made or paidpaid any Distribution other than any Distribution from a Subsidiary of Company to Company or to another Subsidiary of Company; and (k) has not issued, pledged, granted, split, reclassified, combined or agreed redeemed any shares of any class of capital stock or any options, warrants, convertible securities or other rights of any kind to declare, make acquire any shares of such capital stock except for issuances upon exercise of outstanding options or pay, any Distributionother convertible securities.

Ordinary Course of Business. (a) The Company and each SubsidiaryGearon, from the earlier end of the date of the its most recent balance sheet forming part of the Financial Statements or December 31, 1995 fiscal quarter to the date of this Agreement, and until the Public Offering Closing Datehereof, except (i) as may be described on Section 3.18(a) 4.16 of the Gearon Disclosure Schedule or Schedule, (ii) as may be required or permitted expressly contemplated by the terms of this Agreement Agreement, or (iii) as may be approved described in writing by VIALOGthe Gearon Financial Statements, including the notes thereto, with respect to the Gearon Assets and the Gearon Business: (ia) has operated, and will continue to operate, operated its business in all material respects in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice,; (b) except in each case in the ordinary course of business, consistent with prior practice it being understood that the acquisition of communications sites and assets involved in the communications sites industry is part of the ordinary course of business of Gearon: (i) has not incurred any obligation or liability (fixed, contingent or other) individually having a value in excess of $50,000; (ii) has not sold or otherwise disposed of, of or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than assets having a value in the ordinary course excess of business,$50,000; (iii) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedule, and except as expressly otherwise contemplated hereby, (A) has not incurred and will not incur any obligations or liabilities (fixed, contingent or other), (B) has not entered and will not enter into any commitments, individual commitment having a value in excess of $50,000; and (Civ) has not canceled and will not cancel any debts or claims,; (ivc) has not created or permitted to be created any Lien on any of its property, except for Permitted Liens; (d) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except in the ordinary course of business consistent with past practice or for normal maintenance and replacements,; (ve) has not discharged or satisfied, and will not discharge or satisfy, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business, (vi) except in the ordinary course, has not increased and will not increase the compensation payable or to become payable to any of its directorsthe Gearon Employees other than nonmaterial increases in the ordinary course of business, officers, employees, advisers, consultants, salesmen or agents or otherwise altermaterially altered, modify modified or change changed the terms of their employment or engagement,employment; (viif) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,; (viiig) has not waived, and will not waive, waived any rights of material value without fair and adequate consideration,; (ixh) has not experienced any work stoppage,; (xi) except in the ordinary course of business, has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Agreement or Employment Arrangement, Contractual Obligation or transaction any transaction, agreement or arrangement with any Affiliate, except for terminations in the ordinary course Affiliate of business in accordance with the terms thereof,Gearon; (xij) has not amended made, paid or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage,declared any Distribution; and (xiik) has not entered into, and will not enter into, into any other transaction or series of related transactions which individually or in the aggregate is material to the Company Gearon Assets or the Company and its Subsidiaries taken as a whole, except in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in CubaGearon Business. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distribution.

Ordinary Course of Business. ECI, from the Balance Sheet Date to the date hereof, (a) The Company and each Subsidiary, from the earlier of the date of the most recent balance sheet forming part of the Financial Statements or December 31, 1995 to the date of this Agreement, and until the Public Offering Closing Date, except as may be described on Section 3.18(a) of the Disclosure Schedule or as may be required or permitted expressly by the terms of this Agreement or as may be approved in writing by VIALOG: (i) has operated, and will continue to operate, operated its business in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice,; (iib) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than inventory sold in the ordinary course of business,; (iiic) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedule, and except as expressly otherwise contemplated herebybusiness, (Ai) has not amended or terminated any outstanding lease, contract or agreement, (ii) has not incurred and will not incur any obligations or liabilities (fixed, contingent or other),, and (Biii) has not entered and will not enter into any commitments, and; (C) has not canceled and will not cancel any debts or claims, (iv) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements, (vd) has not discharged or satisfied, and will not discharge satisfied any Encumbrance or satisfy, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, and commitments under Leases leases existing on that date or incurred since that date in the ordinary course of business,; (vie) has not mortgaged, pledged or subjected to any Encumbrance, any of its assets, tangible or intangible; (f) has not sold or transferred any tangible asset or canceled any debts or claims except in each case in the ordinary coursecourse of business; (g) has not sold, assigned or transferred any Intellectual Property Rights (as defined in Section 2.17) or other intangible assets; (h) has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents or otherwise alter, modify or change the terms of their employment or engagement,agents; (viii) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,domestic, foreign, Federal or local public body or authority, including any court department, commission, board bureau, agency or instrumentality ("Governmental Entity"); (viiij) has not waived, and will not waive, waived any rights of material value without fair and adequate consideration,which individually or in the aggregate exceed $5,000; (ixk) has not experienced any organized work stoppage,stoppage or industrial action; or (xl) has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Employment Arrangement, Contractual Obligation or transaction with any Affiliate, except for terminations in the ordinary course of business in accordance with the terms thereof, (xi) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage, (xii) has not entered into, and will not enter into, into any other transaction or series of related transactions which individually or in the aggregate is are material to the Company or the Company and its Subsidiaries taken as a wholeECI, except other than in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cuba. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distribution.

Ordinary Course of Business. (a) The Company and each SubsidiaryCompany, from the earlier of the date of the balance sheet contained in the most recent balance sheet forming part of the Company Financial Statements or December 31, 1995 to the date of this Agreement, and until the Public Offering Closing Date, except as may be described on Section 3.18(a) of the Disclosure Schedule or as may be required or permitted expressly by the terms of this Agreement or as may be approved in writing by VIALOG:hereof, (ia) has operated, and will continue to operate, operated its business in the normal, usual usual, and customary manner in the ordinary and regular course of business, consistent with prior practice,; (iib) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than inventory sold in the ordinary course of business,; (iiic) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedule, and except as expressly otherwise contemplated herebybusiness, (Ai) has not amended or terminated any outstanding lease, contract, or agreement, (ii) has not incurred and will not incur any obligations or liabilities (fixed, contingent contingent, or other),, and (Biii) has not entered and will not enter into any commitments, and; (C) has not canceled and will not cancel any debts or claims, (ivd) has not made any transactions outside the ordinary course of business in its inventory or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements,; (ve) has not discharged or satisfied, and will not discharge satisfied any lien or satisfy, any Lien and has not encumbrance or paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, and commitments under Leases leases existing on that date or incurred since that date in the ordinary course of business,; (vif) has not mortgaged, pledged, or subjected to lien or any other encumbrances, any of its assets, tangible or intangible; (g) has not sold or transferred any tangible asset or cancelled any debts or claims except in each case in the ordinary coursecourse of business; (h) has not sold, assigned, or transferred any patents, trademarks, trade names, trade secrets, copyrights, or other intangible assets; (i) has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents or otherwise alter, modify or change the terms of their employment or engagement,agents; (viij) has not suffered any material damage, destruction destruction, or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,governmental authority; (viiik) has not waived, and will not waive, waived any rights of material value without fair and adequate consideration,that individually or in the aggregate exceed $10,000; (ixl) has not experienced any organized work stoppage,stoppage or industrial action; or (xm) has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Employment Arrangement, Contractual Obligation or transaction with any Affiliate, except for terminations in the ordinary course of business in accordance with the terms thereof, (xi) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage, (xii) has not entered into, and will not enter into, into any other transaction or series of related transactions which that individually or in the aggregate is are material to the Company or the Company and its Subsidiaries taken as a wholeCompany, except other than in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cuba. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distribution.

Ordinary Course of Business. (a) The Company and each SubsidiaryCompany, from the earlier of the date of the most recent balance sheet forming part of the Financial Statements or December 31, 1995 to the date of this Agreementhereof, and until the Public Offering Closing Date, except (i) as may be described on Section 3.18(a3.16(a) of the Disclosure Schedule or Schedule, (ii) as may be required or permitted expressly contemplated by the terms of this Agreement or Agreement, (iii) as may be approved reflected in writing the Financial Statements, or (iv) as may be consented to by VIALOGAcquiror, which consent shall not be unreasonably withheld or delayed: (i) has operated, and will continue to operate, its business in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice,; (ii) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than in the ordinary course of business,; (iii) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedulebusiness, and except as expressly otherwise contemplated hereby,consistent with prior practice: (A) has not incurred and will not incur any obligations or liabilities (fixed, contingent or other),; (B) has not entered and will not enter into any commitments, ; and (C) has not canceled cancelled and will not cancel any debts or claims,; (iv) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements,in the ordinary course of business, consistent with past practice; (v) has not discharged or satisfied, and will not discharge or satisfy, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, consistent with prior practice, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business,business or repaying or prepaying long-term indebtedness or the current portion thereof; (vi) has not created or permitted to be created, and will not create or permit to be created any Lien on any of its tangible property; (vii) except in the ordinary coursecourse of business, has not transferred or created, or permitted to be created, and will not transfer or create, or permit to be created, any Lien on any Intangible Assets; (viii) except in the ordinary course of business, consistent with prior practice, has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents or otherwise alter, modify or change the terms of their employment or engagement,; (viiix) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,; (viiix) has not waived, and will not waive, any rights of material value without fair and adequate consideration,; (ix) has not experienced any work stoppage, (xxi) has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Government Authorization, Private Authorization, Material Agreement, Agreement or Employment Arrangement, Arrangement or any Contractual Obligation or transaction with any Affiliate, except for terminations in the ordinary course of business business, consistent with prior practice, in accordance with the terms thereof,; (xixii) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage,; (xiixiii) has not entered intoamended and will not amend any provision of its Organizational Documents; (xiv) has not made and will not make any changes in its methods of financial accounting or accounting policies and will not, after the Closing Date, change its methods of financial accounting for tax purposes, including with respect to any Returns filed after the Closing Date; (xv) has not issued and will not issue any additional shares of capital stock (other than the issuance of shares in accordance with the terms of Option Securities outstanding on the date hereof) or any Option Securities or Convertible Securities and has not entered, and will not enter into, into any agreement to do the same; and (xvi) has not entered into and will not enter into any other transaction or series of related transactions which individually or in the aggregate is material to the Company or the Company and its Subsidiaries taken as a wholeCompany, except in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cuba. (b) From the end of its most recent fiscal year to the date of this Agreementhereof, except as described in Section 3.18(b3.16(b) of the Disclosure Schedule, neither the Company nor any Subsidiary hashas not, or on or prior to the Public Offering Closing Date will not have, declared, made or paid, or agreed to declare, make or pay, any Distribution.

Ordinary Course of Business. (a) The With respect to each of the Diablo Assets and the Diablo Business, the Company and each Subsidiary, from the earlier end of the date of the most recent balance sheet forming part of the Financial Statements or December 31, 1995 its Most Recent Fiscal Year to the date of this Agreementhereof, and until the Public Offering Closing Date, except as may be described on Section 3.18(a) of the Disclosure Schedule or as may be required or permitted expressly by the terms of this Agreement or as may be approved in writing by VIALOGthe Letter of Intent: (ia) has operated, and will continue to operate, its business the Diablo Business in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice,; (iib) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its the properties or assetsassets of any of the Diablo Assets or the Diablo Business, other than nonmaterial amounts of machinery and equipment sold or otherwise disposed of in the ordinary course of business,business and no longer needed in the operation or business or replaced with assets of like kind or better kind and quality; (iiic) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of each of the Disclosure Schedule, Diablo Assets and except as expressly otherwise contemplated herebythe Diablo Business, (Ai) has not incurred and will not incur any obligations or liabilities (fixed, contingent or other),; (Bii) has not entered and will not enter into any commitments, ; and (Ciii) has not canceled sold or transferred, and will not sell or transfer, any tangible asset or canceled or cancel any debts or claims,; (ivd) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements,; (ve) has not discharged or satisfied, and will not discharge or satisfy, any Lien and has not or paid and will not or pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, and commitments under Leases leases existing on that date or incurred since that date in the ordinary course of business,; (vif) except in has not placed and will not place, or permitted to be placed or permit to be placed, any Lien on any of the ordinary courseDiablo Assets or the Diablo Business, and has not Transferred, and will not Transfer, any of the Diablo Assets or the Diablo Business; (g) has not committed or suffered to exist, and will not commit or suffer to exist, any Act of Bankruptcy; (h) has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents involved in any of the Diablo Assets or the Diablo Business, has not and will not otherwise alter, modify or change in any material respect the terms of their employment or engagement,, and has not entered and will not enter into new employment arrangements with any of the foregoing, other than in the ordinary course of business of the Diablo Business and on terms and conditions consistent with prior practices; (viii) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,; (viiij) has not waived, and will not waive, any rights of material substantial value without fair and adequate consideration,; (ixk) has not experienced any work stoppage,; (xl) has not amended, and will not amend, in any material respect, has not terminated or entered into, amended or terminated and will not terminate or enter into, amend or terminate become (or permit any Leaseof its property to be) bound by or subject to any lease, Governmental Authorization, Private Authorization, Material Agreement, Employment Arrangement, Arrangement or Plan or any Contractual Obligation or transaction with any Affiliate, except for terminations in the ordinary course of business in accordance with the terms thereof,; (xim) has not amended or terminated and will not amend or terminateterminate (unless replaced), and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage,coverage meeting the standards of Section 7.5; (xiin) has not done any act or failed to do any act, and will not do any act or fail to do any act, if such act or failure to act might result in the expiration, revocation, suspension or modification of any of its Governmental Authorizations or Material Private Authorizations; (o) has not issued, sold or purchased or agreed to issue, sell or purchase and will not issue, sell or purchase or agree to issue, sell or purchase, any capital stock or any Convertible Securities or Option Securities; (p) has not declared, made or paid or agreed to declare, make or pay, and will not have declared, made or paid or agreed to declare, make or pay, any Distribution; and (q) has not entered into, and will not enter into, any other transaction or series of related transactions which individually or in the aggregate is material Material to any of the Company Diablo Assets or the Diablo Business. The Company will notify American of any and its Subsidiaries taken as a whole, except all Events which would require any material change to be made in the ordinary course Disclosure Schedule insofar as it relates to it or which could cause or result in any material breach or inaccuracy of business, and (xiii) has not, nor has any affiliate (as defined the Company's representations and warranties including without limitation those set forth in this Section or which could materially impair the likelihood that all of the conditions specified in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cuba. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or 4 will be satisfied on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any DistributionDate.

Ordinary Course of Business. (a) The Company and each SubsidiaryEach Auto Entity, from the earlier of Balance Sheet Date to the date hereof and through the Closing Date (and each Drive Entity, from the Closing Date and through the date of the most recent balance sheet forming part IFA Entities purchase of the Financial Statements or December 31Subject Securities hereunder, 1995 to the date of this Agreement, and until the Public Offering Closing Dateif different), except (i) as may be described on Section 3.18(ain Schedule 2.13 hereto, or (ii) of the Disclosure Schedule or as may be required or permitted expressly contemplated by the terms of this Agreement or as may be approved in writing by VIALOGand the Related Documents: (ia) has operated, and will continue to operate, operated its business in all material respects in the normal, usual and customary manner in the ordinary and regular course of business, consistent with the prior practice of the Auto Entities; (b) except (in each case) as disclosed to IFA Parent: (i) has not incurred any obligation or liability (fixed, contingent or other) (x) in excess of $50,000, or (y) if less than that amount, in the ordinary course of business consistent with prior practice,; (ii) has not sold or otherwise disposed of, of or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assetsassets (x) with a fair market value in excess of $50,000 or (y) if less than that amount, in the ordinary course of business consistent with prior practice; (iii) has not entered into any individual material commitments in excess of $50,000 or (other than in the ordinary course of business,business consistent with prior practice) any material commitments in excess of $50,000 in the aggregate; and (iiiiv) has not canceled any material debts or claims except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedule, and except as expressly otherwise contemplated hereby,consistent with prior practice. (Ac) has not incurred and will not incur created or permitted to be created any obligations Lien on any of the assets or liabilities (fixedproperty of any of the Auto Entities or any of the Drive Entities, contingent or other),except for Permitted Liens; (B) has not entered and will not enter into any commitments, and (C) has not canceled and will not cancel any debts or claims, (ivd) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except in the ordinary course of business consistent with past practice or for normal maintenance and replacements,; (ve) has not discharged or satisfied, and will not discharge or satisfy, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business, (vi) except in the ordinary course, has not increased and will not increase the compensation payable or to become payable to any of its directorsemployees (other than Management Members) other than nonmaterial increases in the ordinary course of business, officers, employees, advisers, consultants, salesmen or agents or otherwise altermaterially altered, modify modified or change changed the terms of their employment employment, in each case other than (x) as set forth in Schedule 2.13(e) or engagement,(y) as previously disclosed in writing by FC to IFA Parent; (viif) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,; (viiig) has not waived, and will not waive, waived any rights of material value without fair and adequate consideration,; (ixh) has not experienced any work stoppage,; (xi) has not entered into, amended or terminated and will any Contract or arrangement with any Affiliate of any of the FC Parties or Auto Entities or, except in the ordinary course of business, has not enter entered into, amend amended or terminate terminated any Lease, Governmental Authorization, Private Authorization, Material Agreement, Employment or material Plan or Benefit Arrangement, Contractual Obligation or transaction with any Affiliate, except for terminations in the ordinary course of business in accordance with the terms thereof,; (xij) (as to the Drive Entities only, and from their respective dates of organization through the date of the IFA Entities purchase of the Subject Securities hereunder) has not amended issued or terminated sold, or agreed to issue or sell, any equity interests (whether capital stock, membership interests, partnership interests, convertible securities, Option Securities or otherwise) except (1) the issuance of 80% of Drive GP's Membership Interests to CLC and will 20% to MG-LLC, the issuance of approximately 81% (directly and indirectly) of the Limited Partnership Interests in Drive-LP to CLC and Auto and approximately 18.5% to MG-LP; (k) has not amend made, paid or terminatedeclared any Distribution, other than a cash distribution in an amount between five and has kept and will keep seven million dollars contemplated to be made on the Closing Date by Auto to CLC from the proceeds of a loan in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage,amount to be made by CLC to Auto on such date; (xiil) has not entered into, and will not enter into, into any other transaction or series of related transactions which individually or in the aggregate is material to the Company assets and property of any of the Auto Entities or any of the Drive Entities or the Company conduct of the business or operations of any of the foregoing, other than the Related Documents and its Subsidiaries taken as a wholethe transactions contemplated by the Related Documents; and (m) has not assumed any liability of any third party, except (x) by subsidiaries of Auto, liabilities in connection with securitized receivables in the ordinary course of businessbusiness consistent with prior practice, and (xiiiy) has not, nor has any affiliate liabilities of Auto Entities assumed by Drive Entities pursuant to Transfer Agreements and listed on Schedule 2.13(m) hereto; and (z) as defined in Section 517.021(1) of may be required or expressly contemplated by the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cuba. (b) From the end of its most recent fiscal year to the date terms of this Agreement, except as described in Section 3.18(b) of Agreement and the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any DistributionRelated Documents.

Ordinary Course of Business. (a) The Company and each Subsidiary, from the earlier of the date of the most recent balance sheet forming part of the Financial Statements or December 31, 1995 1997 to the date of this Agreement, and until the Public Offering Closing DateEffective Time, except as may be described on in Section 3.18(a) 3.18 of the Disclosure Schedule Letter or as may be required or permitted expressly by the terms of this Agreement or as may be approved in writing by VIALOG: (i) has operated, and will continue to operate, its business in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice, (ii) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than in the ordinary course of business, (iii) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure ScheduleLetter, and except as expressly otherwise contemplated hereby, (A) has not incurred and will not incur any obligations or liabilities in excess of $5,000,000 (fixed, contingent or other), (B) has not entered and will not enter into any commitments, with a monetary obligation in excess of $5,000.00, and (C) has not canceled and will not cancel any debts or claims, (iv) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipmentequipment with cost in excess of $5,000.00, except for normal maintenance and replacements, (v) has not discharged or satisfied, and will not discharge or satisfy, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business,, or as is necessary to avoid a default under said contractual obligation or this Agreement. (vi) except in the ordinary course, has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents or otherwise alter, modify or change the terms of their employment or engagement, (vii) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority, (viii) has not waived, and will not waive, any rights of material value without fair and adequate consideration, (ix) has not experienced any work stoppage, (x) has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Employment Arrangement, Contractual Obligation or transaction with any Affiliate, except for terminations in the ordinary course of business in accordance with the terms thereof, and except for terminations of personnel as are necessary to continue the business in its customary and usual manner, (xi) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage, (xii) has not entered into, and will not enter into, any other transaction or series of related transactions which individually or in the aggregate is constitutes a material to change in the Company or operation of the Company and its Subsidiaries taken as a whole, except in business outside of the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cuba. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure ScheduleLetter, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Financing Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distribution.

Ordinary Course of Business. (a) The Company and each SubsidiarySeller, from the earlier of the date of the balance sheet contained in the most recent balance sheet forming part of the Financial Statements or December 31, 1995 to the date of this Agreement, and until the Public Offering Closing Date, except as may be described on Section 3.18(a) of the Disclosure Schedule or as may be required or permitted expressly by the terms of this Agreement or as may be approved in writing by VIALOG:hereof, (ia) has operated, and will continue to operate, operated its business in the normal, usual usual, and customary manner in the ordinary and regular course of business, consistent with prior practice,; (iib) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than inventory sold in the ordinary course of business,; (iiic) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedule, and except as expressly otherwise contemplated herebybusiness, (Ai) has not amended or terminated any outstanding lease, contract, or agreement, (ii) has not incurred and will not incur any obligations or liabilities (fixed, contingent contingent, or other),, and (Biii) has not entered and will not enter into any commitments, and; (C) has not canceled and will not cancel any debts or claims, (ivd) has not made any transactions outside the ordinary course of business in its inventory or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements,; (ve) has not discharged or satisfied, and will not discharge satisfied any lien or satisfy, any Lien and has not encumbrance or paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, and commitments under Leases leases existing on that date or incurred since that date in the ordinary course of business,; (vif) has not mortgaged, pledged, or subjected to lien or any other encumbrances, any of its assets, tangible or intangible; (g) has not sold or transferred any tangible asset or canceled any debts or claims except in each case in the ordinary coursecourse of business; (h) has not sold, assigned, or transferred any patents, trademarks, trade names, trade secrets, copyrights, or other intangible assets; (i) has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents or otherwise alter, modify or change the terms of their employment or engagement,agents; (viij) has not suffered any material damage, destruction destruction, or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,governmental authority; (viiik) has not waived, and will not waive, waived any rights of material value without fair and adequate consideration,that individually or in the aggregate exceed $10,000; (ixl) has not experienced any organized work stoppage,stoppage or industrial action; or (xm) has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Employment Arrangement, Contractual Obligation or transaction with any Affiliate, except for terminations in the ordinary course of business in accordance with the terms thereof, (xi) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage, (xii) has not entered into, and will not enter into, into any other transaction or series of related transactions which that individually or in the aggregate is are material to the Company or the Company and its Subsidiaries taken as a wholeSeller, except other than in the ordinary course of business. Seller shall cause its business to be conducted in the ordinary course and in substantially the same manner as previously conducted and has made all reasonable efforts consistent with past practices to preserve the Seller' relationships with employees, and (xiii) has notcustomers, nor has any affiliate (suppliers and others with whom the Seller deals. Except as defined set forth in Section 517.021(1) the Disclosure Schedule, since the date of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cuba. (b) From the end of its most recent fiscal year balance sheet in the Financial Statements to the date of Closing, the Seller will not take any action that, if taken after the date of this Agreement, except as described in Section 3.18(b) would constitute a breach of any of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distributioncovenants set forth herein.

Ordinary Course of Business. (a) The Company and each SubsidiaryTCT, from the earlier of the date of the most recent balance sheet forming part of the TCT Financial Statements or December 31, 1995 to the date of this the Original Merger Agreement, and until the Public Offering Closing Date, except (i) as may be described on Section 3.18(a) 4.16 of the TCT Disclosure Schedule or Schedule, (ii) as may be required or permitted expressly contemplated by the terms of this Agreement Agreement, or (iii) as may be approved described in writing by VIALOGthe TCT Financial Statements, including the notes thereto: (ia) has operated, and will continue to operate, operated its business in all material respects in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice,; (b) except in each case in the ordinary course of business, consistent with prior practice: (i) has not incurred any obligation or liability (fixed, contingent or other) individually having a value in excess of $50,000; (ii) has not sold or otherwise disposed of, of or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than assets having a value in the ordinary course excess of business,$50,000; (iii) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedule, and except as expressly otherwise contemplated hereby, (A) has not incurred and will not incur any obligations or liabilities (fixed, contingent or other), (B) has not entered and will not enter into any commitments, individual commitment having a value in excess of $50,000; and (Civ) has not canceled and will not cancel any debts or claims,; (ivc) has not created or permitted to be created any Lien on any of the TCT Assets, except for Permitted Liens; (d) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except in the ordinary course of business consistent with past practice or for normal maintenance and replacements,; (ve) has not discharged or satisfied, and will not discharge or satisfy, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business, (vi) except in the ordinary course, has not increased and will not increase the compensation payable or to become payable to any of its directorsthe TCT Employees other than increases in the ordinary course of business, officers, employees, advisers, consultants, salesmen or agents or otherwise altermaterially altered, modify modified or change changed the terms of their employment or engagement,employment; (viif) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,; (viiig) has not waived, and will not waive, waived any rights of material value without fair and adequate consideration,; (ixh) has not experienced any work stoppage,; (xi) except in the ordinary course of business, has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Agreement or Employment Arrangement, Contractual Obligation or transaction any transaction, agreement or arrangement with any Affiliate, except for terminations in the ordinary course Affiliate of business in accordance with the terms thereof,TCT; (xij) has not amended issued or terminated and will not amend sold, or terminateagreed to issue or sell, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire any shares of TCT Units, other shares of capital stock, Convertible Securities or terminate, all insurance policies and coverage,Option Securities; (xiik) has not made, paid or declared any Distribution; and (l) has not entered into, and will not enter into, into any other transaction transactions or series of related transactions which individually or in the aggregate is material to the Company TCT Assets or the Company and its Subsidiaries taken as a whole, except in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in CubaTCT Business. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distribution.

Ordinary Course of Business. (a) The Company and each SubsidiaryCompany, from the earlier of the date of the most recent balance sheet forming part of the Financial Statements or December 31, 1995 to the date of this Agreementhereof, and until the Public Offering Closing Date, except (i) as may be described on Section 3.18(a3.16(a) of the Disclosure Schedule or Schedule, (ii) as may be required or permitted expressly contemplated by the terms of this Agreement or Agreement, (iii) as may be approved reflected in writing the Financial Statements, or (iv) as may be consented to by VIALOGAcquiror, which consent shall not be unreasonably withheld or delayed: (i) has operated, and will continue to operate, its business in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice,; (ii) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than in the ordinary course of business,; (iii) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedulebusiness, and except as expressly otherwise contemplated hereby,consistent with prior practice: (A) has not incurred and will not incur any obligations or liabilities (fixed, contingent or other),; (B) has not entered and will not enter into any commitments, ; and (C) has not canceled cancelled and will not cancel any debts or claims,; (iv) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements,in the ordinary course of business, consistent with past practice; (v) has not discharged or satisfied, and will not discharge or satisfy, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, consistent with prior practice, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business,business or repaying or prepaying long-term indebtedness or the current portion thereof; (vi) has not created or permitted to be created, and will not create or permit to be created any Lien on any of its tangible property; (vii) except in the ordinary coursecourse of business, has not transferred or created, or permitted to be created, and will not transfer or create, or permit to be created, any Lien on any Intangible Assets; (viii) except in the ordinary course of business, consistent with prior practice, has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents or otherwise alter, modify or change the terms of their employment or engagement,; (viiix) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,; (viiix) has not waived, and will not waive, any rights of material value without fair and adequate consideration,; (ix) has not experienced any work stoppage, (xxi) has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Agreement or Employment Arrangement, Arrangement or any Contractual Obligation or transaction with any Affiliate, except for terminations in the ordinary course of business business, consistent with prior practice, in accordance with the terms thereof,; (xixii) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage,; (xiixiii) has not entered intoamended and will not amend any provision of its Organic Documents; (xiv) has not issued and will not issue any additional shares of capital stock (other than the issuance of shares in accordance with the terms of Option Securities outstanding on the date hereof, or except as set forth in Section 3.13(b) of the Disclosure Schedule) or any Option Securities or Convertible Securities and has not entered, and will not enter into, into any agreement to do the same; and (xv) has not entered into and will not enter into any other transaction or series of related transactions which individually or in the aggregate is material to the Company or the Company and its Subsidiaries taken as a wholeCompany, except in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cuba. (b) From the end of its most recent fiscal year to the date of this Agreementhereof, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary hashas not, or on or prior to the Public Offering Closing Date will not have, declared, made or paid, or agreed to declare, make or pay, any Distribution.

Ordinary Course of Business. (a) The Company and each (which term for purposes of this Section 3.18 shall include any Subsidiary), from the earlier of the date of the most recent audited balance sheet forming part of the Company Financial Statements or December 31, 1995 to the date of this Agreement, hereof and until the Public Offering Closing Date, except as may be described on in Section 3.18(a) of the Company Disclosure Schedule or as may expressly be required or permitted expressly by the terms of this Agreement or as may be approved in writing by VIALOGAgreement: (i) has operated, and will continue to operate, its business in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice,; (ii) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than in the ordinary course of business,; (iii) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedulebusiness, and except as expressly otherwise contemplated herebyconsistent with prior practice, (Aa) has not incurred and will not incur any Indebtedness, obligations or liabilities (fixed, contingent or other),; (Bb) has not entered and will not enter into any commitments, and; (Cc) has not canceled and will not cancel any debts or claims,; and (d) has not prepaid and will not prepay any Indebtedness in advance of its contractual maturity date. (iv) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements,; (v) has not discharged or satisfied, and will not discharge or satisfy, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than Taxes in the ordinary course of business, current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, consistent with prior practice, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business,; (vi) has not created or permitted to be created, and will not create or permit to be created any Lien on any of its tangible property; (vii) has not transferred or created, or permitted to be created, and will not transfer or create, or permit to be created, any Lien on any Intangible Assets; (viii) except in the ordinary coursecourse of business, consistent with prior practice, has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents or otherwise alter, modify or change the terms of their employment or engagement,; (viiix) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,; (viiix) has not waived, and will not waive, any rights of material value without fair and adequate consideration,; (ixxi) has not experienced any work stoppage,; (xxii) has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Agreement or Employment Arrangement, Arrangement or any Contractual Obligation or transaction with any Affiliate, except for amendments or terminations in the ordinary course of business business, consistent with prior practice, in accordance with the terms thereof,; (xixiii) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage,; (xiixiv) has not entered into, and will not enter into, any other transaction or series of related transactions which individually or in the aggregate is material to the Company or the Company and its Subsidiaries taken as a wholeCompany, except in the ordinary course of business, consistent with prior practice; (xv) has not incurred and will not incur any Indebtedness owing to any Stockholder and has not made and will not make any loans or advances to any Stockholder; (xvi) has not split, combined or reclassified any of the Company's capital stock or issued or authorized the issuance of any securities in respect of, in lieu of or in substitution of any shares of the Company's capital stock, and will not do any of the foregoing; (xvii) has not issued, sold or otherwise disposed of any of its capital stock (other than pursuant to the exercise of Vested Options in accordance with the terms thereof), or issued Option Securities or Convertible Securities or preemptive rights or other rights to purchase or obtain any of its capital stock, or accelerated the vesting or otherwise amended or waived the terms of any Option Securities or Convertible Securities, and has not declared, set aside, or paid any dividend or distributions with respect to its capital stock or redeemed, purchased, or otherwise acquired any of its capital stock, and will not do any of the foregoing; (xviii) has not amended and will not amend any of its Organic Documents; (xix) has not changed and will not change any method of accounting or accounting practice or policy, except as required by Applicable Law or by GAAP; (xx) has not accelerated accounts receivable, delayed accounts payable, or liquidated inventory, and will not do so, except in the ordinary course of business consistent with past practice; and (xiiixxi) has notnot made any Tax election that could reasonably be expected to have an Adverse Effect or settle or compromise any material Tax liability, nor has and will not do any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cubaforegoing. (b) From the end of its most recent fiscal year to the date of this Agreementhereof, except as described in Section 3.18(b) of the Company Disclosure Schedule, neither the Company nor any Subsidiary hashas not, or and on or prior to the Public Offering Closing Date will not have, declared, made or paid, or agreed to declare, make or pay, any Distribution.

Ordinary Course of Business. (a) The Company and each Subsidiary(which term for purposes of this Section 6.8 shall include any Subsidiary of the Company), from the earlier of the date of the most recent balance sheet forming part of the Financial Statements or December 31, 1995 to the date of this Agreement, hereof and until the Public Offering Closing Date, except as may be described on Section 3.18(a) of the Disclosure Schedule or as may expressly be required or permitted expressly by the terms of this Agreement or except as may be approved in writing by VIALOG:necessary to consummate any of the Acquisitions (other than issuing any Ordinary Shares or Preference Shares): (i) has operated, and will continue to operate, operate its business in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice,; (ii) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than in the ordinary course of business,; (iii) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedulebusiness, and except as expressly otherwise contemplated herebyconsistent with prior practice, (Aa) has not incurred and will not incur any Indebtedness, obligations or liabilities (fixed, contingent or other),; (Bb) has not entered and will not enter into any commitments, and; (Cc) has not canceled and will not cancel any debts or claims,; and (d) will not prepay any Indebtedness in advance of its contractual maturity date. (iv) has not made or committed to make, and will not make or commit to make, make any additions to its property or any purchases purchase of machinery or equipment, except for machinery and equipment purchases in the ordinary course of business, consistent with past practice, and normal maintenance and replacements,; (v) has not discharged or satisfied, and will not discharge or satisfysatisfy any Lien, any Lien and has not paid except in the ordinary course of business, consistent with past practices, and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in accordance with the ordinary course terms of businessthis Agreement, and commitments under Leases existing on that date or incurred since that date date; (vi) will not create or permit to be created any Lien on any of its tangible property; (vii) will not transfer or create, or permit to be created, any Lien on any Intangible Assets; (viii) except in the ordinary course of business, (vi) except in the ordinary course, has not increased and consistent with prior practice, will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents or otherwise alter, modify or change the terms of their employment or engagement,; (viiix) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority, (viii) has not waived, and will not waive, waive any rights of material value without fair and adequate consideration, (ix) has not experienced any work stoppage,; (x) has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Agreement or Employment Arrangement, Arrangement or any Contractual Obligation or transaction with any Affiliate, except for amendments or terminations in the ordinary course of business business, consistent with prior practice, in accordance with the terms thereof,thereof (in the case of any amendment or termination), and except for the termination of all outstanding option, employment and severance agreements as of the Closing Date; (xi) has not amended or terminated and will not amend or terminate, and has kept terminate and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage,; (xii) has not entered into, and will not enter into, into any other transaction or series of related transactions which individually or in the aggregate is material to the Company or the Company and its Subsidiaries taken as a wholeCompany, except in the ordinary course of business, andconsistent with prior practice; (xiii) has notwill not incur any Indebtedness owing to any Shareholder and will not make any loans or advances to any Shareholder; (xiv) will not split, nor has combine or reclassify any affiliate (as defined in Section 517.021(1) of the Florida Statutes)Company's share capital or issued or authorized the issuance of any securities in respect of, transacted business with in lieu of or in substitution of any shares of the government of Cuba or with any person or affiliate located in Cuba.Company's share capital; (bxv) From the end will not issue, sell or otherwise dispose of any of its most recent fiscal year share capital, or issue Option Securities or Convertible Securities or preemptive rights or other rights to the date purchase or obtain any of this Agreementits share capital, and will not declare, set aside, or pay any dividend or distributions with respect to its share capital, or redeem, purchase, or otherwise acquire any of its share capital; (xvi) will not amend any of its Organic Documents; (xvii) will not change any method of accounting or accounting practice or policy, except as described required by Applicable Law or by U.K. GAAP; (xviii) will not accelerate accounts receivable, delay accounts payable, or liquidate inventory, except in Section 3.18(bthe ordinary course of business consistent with past practice; (xix) will not make any material Tax election inconsistent with past practice or settle or compromise any material federal, state, local or foreign tax liability or agree to an extension of a statute of limitations; and (xx) will not file or cause to be filed any amended Tax Return with respect to the Company or any Subsidiary of the Disclosure ScheduleCompany, neither file or cause to be filed claim for refund of Taxes paid by or on behalf of the Company nor or any Subsidiary hasof the Company, or prepare or file any Tax Return of the Company or any Subsidiary of the Company inconsistent with past practice in preparing or filing similar Tax Returns in prior periods or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods, in each case except to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distributionextent required by law.

Ordinary Course of Business. (a) A. The Company and each SubsidiaryCompany, from the earlier date of its incorporation, and each of its Subsidiaries, since the date of its respective acquisition by the most recent balance sheet forming part of the Financial Statements or December 31, 1995 to the date of this Agreement, and until the Public Offering Closing DateCompany, except as may be described on Section 3.18(a3.18(A) of the Company Disclosure Schedule or as may be required or permitted expressly by the terms of this Agreement or as may be approved in writing by VIALOGSchedule: (i) has operated, and will continue to operate, operated its business in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice,; (ii) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than in the ordinary course of business,; (iii) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedulebusiness, and except as expressly otherwise contemplated herebyconsistent with prior practice, (Aa) has not incurred and will not incur any Indebtedness, obligations or liabilities (fixed, contingent or other),; (Bb) has not entered and will not enter into any commitments, and; (Cc) has not canceled and will not cancel any debts or claims,; and (d) has not prepaid any Indebtedness in advance of its contractual maturity date. (iv) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except for machinery and equipment purchases in the ordinary course of business, consistent with past practice, and normal maintenance and replacements,; (v) has not discharged or satisfied, and will not discharge or satisfyany Lien, any Lien except in the ordinary course of business, consistent with past practices, and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, consistent with prior practice, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business,; (vi) has not created or permitted to be created any Lien on any of its tangible property (other than Liens granted pursuant to the Financing Transactions); (vii) has not transferred or created, or permitted to be created, any Lien on any Intangible Assets; (viii) except in the ordinary coursecourse of business, consistent with prior practice, has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents or otherwise alter, modify or change the terms of their employment or engagement,; (viiix) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,; (viiix) has not waived, and will not waive, waived any rights of material value without fair and adequate consideration,; (ixxi) has not experienced any work stoppage,; (xxii) has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Agreement or Employment Arrangement, Arrangement or any Contractual Obligation or transaction with any Affiliate, except for amendments or terminations in the ordinary course of business business, consistent with prior practice, in accordance with the terms thereof,thereof (in the case of any amendment or termination), and except for the termination of all outstanding option, employment and severance agreements as of the Closing Date; (xixiii) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage,; (xiixiv) has not entered into, and will not enter into, into any other transaction or series of related transactions which individually or in the aggregate is material to the Company or the Company and its Subsidiaries taken as a wholeCompany, except in the ordinary course of business, consistent with prior practice; (xv) has not incurred any Indebtedness owing to any Shareholder and has not made any loans or advances to any Shareholder; (xvi) has not split, combined or reclassified any of the Company's share capital or issued or authorized the issuance of any securities in respect of, in lieu of or in substitution of any shares of the Company's share capital; (xvii) has not issued, sold or otherwise disposed of any of its share capital, or issued Option Securities or Convertible Securities or preemptive rights or other rights to purchase or obtain any of its share capital, and has not declared, set aside, or paid any dividend or distributions with respect to its share capital or redeemed, purchased, or otherwise acquired any of its share capital; (xviii) has not amended any of its Organic Documents; (xix) has not changed any method of accounting or accounting practice or policy, except as required by Applicable Law or by U.K. GAAP; and (xiiixx) has notnot accelerated accounts receivable, nor has any affiliate (as defined delayed accounts payable, or liquidated inventory, except in Section 517.021(1) the ordinary course of the Florida Statutes), transacted business consistent with the government of Cuba or with any person or affiliate located in Cubapast practice. (b) From the end of its most recent fiscal year to B. Since the date of this Agreementits incorporation, except as described in Section 3.18(b3.18(B) of the Company Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, has not declared, made or paid, or agreed to declare, make or pay, any Distribution, except dividends paid in the ordinary course of business consistent with past practice on its Preference Shares in accordance with the terms thereof. C. No order has been made or petition presented or resolution passed for the winding up of the Company. No administration order has been made in respect of the Company, no distress, execution or other process has been levied against the Company or its assets, and no action has been take to repossess goods in the possession of the Company. The Company has not stopped payment nor is it insolvent or unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 and there is no unsatisfied judgment, order or award outstandxxx xxxxnst the Company. No steps have been taken for the appointment of an administrator, receiver or administrative receiver and manager in respect of the Company or any part of its assets or undertaking. No floating charge created by the Company has crystallized, and, to the Company's knowledge, there are no circumstances likely to cause such a floating charge to crystallize. The Company has not been a party to any material transaction at an undervalue for the purpose of Section 238 of the Insolvency Act 1986 nor has the Company given or received any material preference for the purposes of Section 239 of the Insolvency Act 1986 in either case within a period of two years ending on the datx xxxxxx.

Ordinary Course of Business. (a) The Company and each SubsidiaryFFM, from the earlier of the date of the balance sheet contained in the most recent balance sheet forming part of the Financial Statements or December 31, 1995 to the date of this Agreement, and until the Public Offering Closing Date, except as may be described on Section 3.18(a) of the Disclosure Schedule or as may be required or permitted expressly by the terms of this Agreement or as may be approved in writing by VIALOG:hereof, (ia) has operated, and will continue to operate, operated its business in the normal, usual usual, and customary manner in the ordinary and regular course of business, consistent with prior practice,; (iib) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than inventory sold in the ordinary course of business,; (iiic) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedule, and except as expressly otherwise contemplated herebybusiness, (Ai) has not amended or terminated any outstanding lease, contract, or agreement, (ii) has not incurred and will not incur any obligations or liabilities (fixed, contingent contingent, or other),, and (Biii) has not entered and will not enter into any commitments, and; (C) has not canceled and will not cancel any debts or claims, (ivd) has not made any transactions outside the ordinary course of business in its inventory or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements,; (ve) has not discharged or satisfied, and will not discharge satisfied any lien or satisfy, any Lien and has not encumbrance or paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, and commitments under Leases leases existing on that date or incurred since that date in the ordinary course of business,; (vif) has not mortgaged, pledged, or subjected to lien or any other encumbrances, any of its assets, tangible or intangible; (g) has not sold or transferred any tangible asset or cancelled any debts or claims except in each case in the ordinary coursecourse of business; (h) has not sold, assigned, or transferred any patents, trademarks, trade names, trade secrets, copyrights, or other intangible assets; (i) has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents or otherwise alter, modify or change the terms of their employment or engagement,agents; (viij) has not suffered any material damage, destruction destruction, or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,governmental authority; (viiik) has not waived, and will not waive, waived any rights of material value without fair and adequate consideration,that individually or in the aggregate exceed $5,000; (ixl) has not experienced any organized work stoppage,stoppage or industrial action; or (xm) has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Employment Arrangement, Contractual Obligation or transaction with any Affiliate, except for terminations in the ordinary course of business in accordance with the terms thereof, (xi) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage, (xii) has not entered into, and will not enter into, into any other transaction or series of related transactions which that individually or in the aggregate is are material to the Company or the Company and its Subsidiaries taken as a wholeFFM, except other than in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cuba. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distribution.

Ordinary Course of Business. (a) The Company To the knowledge, information and each Subsidiarybelief of SFX, Entercom, from the earlier end of its most recent fiscal quarter to the date of the most recent balance sheet forming part consummation of the Financial Statements or December 31transactions contemplated by the Entercom Agreement, 1995 and Secret, from the date of the consummation of the transactions contemplated by the Entercom Agreement to the date of this Agreement, and until the Public Offering Closing Datehereof, except (i) as may be described on Section 3.18(a) 3.16 of the SFX Disclosure Schedule Schedule, or (ii) as may be required or permitted expressly contemplated by the terms of this Agreement or as may be approved in writing by VIALOGthe SFX Acquisition Agreements, with respect to the Future SFX Assets and the Future SFX Station: (ia) has operated, and will continue to operate, operated its business in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice,; (iib) has not sold or otherwise disposed of, of or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any Future SFX Asset having a value in excess of its properties or assets$50,000, other than in the ordinary course of business,; (iiic) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedulebusiness, and except as expressly otherwise contemplated hereby,consistent with prior practice: (Ai) has not incurred and will not incur any obligations or liabilities (fixed, contingent or other),) having a value in excess of $50,000; (Bii) has not entered and will not enter into any commitments, commitments having a value in excess of $50,000; and (Ciii) has not canceled and will not cancel any debts or claims,; (ivd) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements,; (v) has not discharged or satisfied, and will not discharge or satisfy, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business, (vie) except as described in Section 3.16(e) of the ordinary courseSFX Disclosure Schedule, has not increased and will not increase the compensation payable or to become payable to any the Future SFX Station Employees other than in the ordinary course of its directors, officers, employees, advisers, consultants, salesmen or agents business or otherwise alteraltered, modify modified or change changed the terms of their employment or engagement,employment; (viif) has not suffered any material Material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,; (viiig) has not waived, and will not waive, waived any rights of material Material value without fair and adequate consideration,; (ixh) has not experienced any work stoppage,; and (xi) except in the ordinary course of business, has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Employment ArrangementArrangement or Contract, Contractual Obligation or transaction any transaction, agreement or arrangement with any AffiliateAffiliate of Entercom, except for terminations in the ordinary course of business in accordance with the terms thereof, (xi) has not amended Secret or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage, (xii) has not entered into, and will not enter into, any other transaction or series of related transactions which individually or in the aggregate is material to the Company or the Company and its Subsidiaries taken as a whole, except in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in CubaSFX. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distribution.

Ordinary Course of Business. (a) The Company and each SubsidiaryEach EXCL Party, from the earlier end of the date of the its most recent balance sheet forming part of the Financial Statements or December 31, 1995 fiscal quarter to the date of this Agreement, and until the Public Offering Closing Datehereof, except (i) as may be described on Section 3.18(a) 3.15 of the EXCL Disclosure Schedule Schedule, or (ii) as may be required or permitted expressly contemplated by the terms of this Agreement or as may be approved in writing by VIALOGAgreement, with respect to the EXCL Assets and each of the EXCL Stations: (ia) has operated, and will continue to operate, operated its business in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice,; (b) except in each case in the ordinary course of business, consistent with prior practice: (i) has not incurred any obligations or liabilities (fixed, contingent or other) which would obligate any American Party after the Closing having a value in excess of $20,000 singly or $100,000 in the aggregate; (ii) has not sold or otherwise disposed of, of or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any EXCL Asset having a value in excess of its properties or assets, other than in the ordinary course of business,$20,000; (iii) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedule, and except as expressly otherwise contemplated hereby, (A) has not incurred and will not incur any obligations or liabilities (fixed, contingent or other), (B) has not entered and will not enter into any commitments, and (C) has not canceled and will not cancel commitments which would obligate any debts American Party after the Closing having a value in excess of $20,000 singly or claims,$100,000 in the aggregate; (iv) has not made or committed to make, and will not make or commit to make, any material additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements,repairs and items covered by the Station's capital budget; and (v) has not discharged entered into, amended or satisfiedterminated any EXCL Lease, and will not discharge EXCL Governmental Authorization, EXCL Private Authorization, EXCL Material Agreement or satisfyContractual Obligation, or any Lien and has not paid and will not pay transaction, agreement or arrangement with any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course Affiliate of business, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business,any EXCL Party; (vic) except in the ordinary course, has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents the KINK Station Employees other than in the ordinary course of business or otherwise altermaterially altered, modify modified or change changed the terms of their employment or engagement,employment; (viid) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,Authority which will not have been repaired, cured or replaced prior to the Closing Date; (viiie) has not waived, and will not waive, waived any rights of material value without fair and adequate consideration,; (ixf) has not experienced any work stoppage,stoppage with respect to KINK; and (xg) has not entered into, amended or terminated and will not enter into, amend or terminate into any Lease, Governmental Authorization, Private Authorization, Material Agreement, Employment Arrangement, Contractual Obligation or transaction Trade Agreement with any Affiliate, except for terminations in respect to KINK (i) which are outside the ordinary course of business or (ii) otherwise than in accordance with the terms thereof, (xi) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance Portland's prior policies and coverage, (xii) has not entered into, and will not enter into, any other transaction or series of related transactions which individually or in the aggregate is material to the Company or the Company and its Subsidiaries taken as a whole, except in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cubapractices. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distribution.

Ordinary Course of Business. (a) The Company and each SubsidiaryMeridian, from the earlier of the date of the most recent balance sheet forming part of the Financial Statements or December 31November 30, 1995 1996 to the date of this Agreement, and until the Public Offering Closing Datehereof, except (i) as may be described on Section 3.18(a) 3.17 of the Meridian Disclosure Schedule Schedule, or (ii) as may be required or permitted expressly contemplated by the terms of this Agreement or as may be approved in writing by VIALOGAgreement, with respect to the Meridian Assets and the Meridian Business: (ia) has operated, and will continue to operate, operated its business in all Material respects in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice,, except with respect to the New Sites; (iib) has not sold or otherwise disposed of, of or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assetsassets having a value in excess of $20,000, other than in the ordinary course of business,; (iiic) except in each case in the ordinary course of business (including without limitation with respect to site user agreements), consistent with prior practice or as detailed as transactions not in with respect to the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedule, and except as expressly otherwise contemplated hereby,New Sites: (Ai) has not incurred and will not incur any obligations obligation or liabilities liability (fixed, contingent or other),) individually having a value in excess of $20,000; (Bii) has not entered and will not enter into any commitments, individual commitment having a value in excess of $20,000; and (Ciii) has not canceled and will not cancel any Material debts or claims,; (iv) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements, (vd) has not discharged or satisfiedsatisfied any Lien, and will not discharge or satisfyother than a Permitted Lien, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, business (including without limitation site user agreements) and commitments under Leases existing on that date or incurred since that date in the ordinary course of business,business or repaying or prepaying Long-Term Indebtedness or the current portion thereof, except with respect to the New Sites; (vie) has not created or permitted to be created any Lien on any of its tangible property other than Permitted Liens; (f) has not made or committed to make any Material additions to its property or any purchases of equipment, except (i) in the ordinary coursecourse of business consistent with past practice or for normal maintenance and replacements or (ii) with respect to the New Sites; (g) except as described in Section 3.17(h) of the Meridian Disclosure Schedule, has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents the Meridian Employees other than in the ordinary course of business or otherwise alterMaterially altered, modify modified or change changed the terms of their employment or engagement,employment; (viih) has not suffered any material Material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,; (viiii) has not waived, and will not waive, waived any rights of material Material value without fair and adequate consideration,; (ixj) has not experienced any work stoppage,; (xk) except in the ordinary course of business (including without limitation site user agreements), or with respect to the New Sites, has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Agreement or Employment Arrangement, Contractual Obligation or transaction any transaction, agreement or arrangement with any AffiliateAffiliate of Meridian, except for terminations in the ordinary course of business in accordance with the terms thereof,Meridian Nonassumed Obligations; and (xi) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage, (xiil) has not entered into, and will not enter into, into any other transaction or series of related transactions which individually or in the aggregate is material Material to the Company Meridian Assets or the Company and its Subsidiaries taken as a whole, Meridian Business except in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cuba. (b) From the end of its most recent fiscal year respect to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any DistributionNew Sites.

Ordinary Course of Business. (a) The Company and each Subsidiary, from the earlier of the date of the most recent balance sheet forming part of the Financial Statements or December 31, 1995 1997 to the date of this Agreement, and until the Public Offering Closing DateEffective Time, except as may be described on in Section 3.18(a) 3.18 of the Disclosure Schedule Letter or as may be required or permitted expressly by the terms of this Agreement or as may be approved in writing by VIALOG: (i) has operated, and will continue to operate, its business in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice, (ii) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than in the ordinary course of business, (iii) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure ScheduleLetter, and except as expressly otherwise contemplated hereby, (A) has not incurred and will not incur any obligations or liabilities (fixed, contingent or other), (B) has not entered and will not enter into any commitments, and (C) has not canceled and will not cancel any debts or claims, (iv) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements, (v) has not discharged or satisfied, and will not discharge or satisfy, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business, (vi) except in the ordinary course, has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents or otherwise alter, modify or change the terms of their employment or engagement, (vii) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority, (viii) has not waived, and will not waive, any rights of material value without fair and adequate consideration, (ix) has not experienced any work stoppage, (x) has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Employment Arrangement, Contractual Obligation or transaction with any Affiliate, except for terminations in the ordinary course of business in accordance with the terms thereof, (xi) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage, (xii) has not entered into, and will not enter into, any other transaction or series of related transactions which individually or in the aggregate is material to the Company or the Company and its Subsidiaries taken as a whole, except in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cuba. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure ScheduleLetter, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Financing Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distribution.

Ordinary Course of Business. (a) The Company and each SubsidiaryExcept as otherwise specified herein, from the earlier of after the date of the most recent balance sheet forming part of the Financial Statements or December 31, 1995 to the date of this Agreement, hereof and until Closing, Seller shall (and shall see that the Public Offering Closing Date, except as may be described Company) operate(s) and carry(ies) on Section 3.18(a) of the Disclosure Schedule or as may be required or permitted expressly by the terms of this Agreement or as may be approved in writing by VIALOG: (i) has operated, and will continue to operate, its business in the normal, usual and customary manner Business in the ordinary course of business, as a bon père de famille, with due diligence as to preserve the value of the business, its reputation and regular its relations with third parties, Governmental Authorities and any other parties with which it has business relationships, and shall not incur any liabilities other than those arising from the normal course of business, consistent with prior practice,past practices without change of policy or procedure and without material interruption in nature, scope or manner, or as set forth in this Agreement. In particular, Seller shall: (i) cause the Company not to declare or pay any dividends whether in cash, securities or other property; (ii) has cause the Company not sold to issue or otherwise disposed ofsell any capital stock, bond or contracted other securities, except as a result of the Contribution Agreement; (iii) cause the Company not to sell change or otherwise dispose ofamend its by-laws except as a consequence of the Contribution Agreement; (iv) not, and will not sell except as contemplated in Annex 5.2(iv), sell, transfer, lease or otherwise dispose of any property or contract to sell assets forming part of the Business where the value of such assets or otherwise dispose of, any of its properties property as reported in the Accounts exceed EUR 50,000 per item (or assetsEUR 100,000 in the aggregate), other than in the ordinary course of business,business consistent with past practice; (iiiv) except in each case not fail to manage the working capital of the Business in the ordinary course of business consistent with past practice; (vi) not postpone or as detailed as transactions not delay any of the investment which is planned in the ordinary course investment program attached as Annex 5.2(vi); (vii) not fail to use commercially reasonable efforts to maintain the property and assets forming the Business substantially in the Company's business plan set forth their current state of repair; (viii) not implement general wage increases or other increase in benefits except as Section 3.18(arequired by law or collective agreements; (ix) not issue guarantees or letters of the Disclosure Schedulecomfort, and except as expressly otherwise contemplated hereby, (A) has not incurred and will not generally, incur any obligations or liabilities (fixed, contingent or other), (B) has not entered and will not enter into any commitments, and (C) has not canceled and will not cancel any debts or claims, (iv) has not made or committed indebtedness with respect to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements, (v) has not discharged or satisfied, and will not discharge or satisfy, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) the Business other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business, (vi) except in the ordinary course, has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents or otherwise alter, modify or change the terms of their employment or engagement, (vii) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority, (viii) has not waived, and will not waive, any rights of material value without fair and adequate consideration, (ix) has not experienced any work stoppage,; (x) has cause the Company not entered intoto do any of the items listed in paragraphs (iv) to (ix) above. Prior to the Contribution Date, amended or terminated and will Seller shall not enter intotake, amend or terminate in respect of the Business, any Lease, Governmental Authorization, Private Authorization, Material Agreement, Employment Arrangement, Contractual Obligation or transaction with any Affiliate, except for terminations in the ordinary course of business in accordance actions that would be inconsistent with the terms thereof, (xi) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage, (xii) has not entered into, and will not enter into, any other transaction or series of related transactions which individually or in the aggregate is material to the Company or the Company and its Subsidiaries taken as a whole, except in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cubaforegoing. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distribution.

Ordinary Course of Business. (a) The Company and each SubsidiaryEach American Party, from the earlier end of the date of the its most recent balance sheet forming part of the Financial Statements or December 31, 1995 fiscal quarter to the date of this Agreement, and until the Public Offering Closing Datehereof, except (i) as may be described on Section 3.18(a) 4.15 of the American Disclosure Schedule Schedule, or (ii) as may be required or permitted expressly contemplated by the terms of this Agreement or as may be approved in writing by VIALOGAgreement, with respect to the American Assets and American: (ia) has operated, and will continue to operate, operated its business in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice,; (b) except in each case in the ordinary course of business, consistent with prior practice: (i) has not incurred any obligations or liabilities (fixed, contingent or other) which would obligate any EXCL Party after the Closing having a value in excess of $20,000 singly or $100,000 in the aggregate; (ii) has not sold or otherwise disposed of, of or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any American Asset having a value in excess of its properties or assets, other than in the ordinary course of business,$20,000; (iii) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedule, and except as expressly otherwise contemplated hereby, (A) has not incurred and will not incur any obligations or liabilities (fixed, contingent or other), (B) has not entered and will not enter into any commitments, and (C) has not canceled and will not cancel commitments which would obligate any debts EXCL Party after the Closing having a value in excess of $20,000 singly or claims,$100,000 in the aggregate; (iv) has not made or committed to make, and will not make or commit to make, any material additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements,repairs and items covered by the Station's capital budget; and (v) has not discharged entered into, amended or satisfiedterminated any American Lease, and will not discharge American Governmental Authorization, American Private Authorization, American Material Agreement or satisfyContractual Obligation, or any Lien and has not paid and will not pay transaction, agreement or arrangement with any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course Affiliate of business, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business,any American Party; (vic) except in the ordinary course, has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents the American Station Employees other than in the ordinary course of business or otherwise altermaterially altered, modify modified or change changed the terms of their employment or engagement,employment; (viid) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,Authority which will not have been repaired, cured or replaced prior to the Closing Date; (viiie) has not waived, and will not waive, waived any rights of material value without fair and adequate consideration,; (ixf) has not experienced any work stoppage,stoppage with respect to either American Station; and (xg) has not entered into, amended or terminated and will not enter into, amend or terminate into any Lease, Governmental Authorization, Private Authorization, Material Agreement, Employment Arrangement, Contractual Obligation or transaction Trade Agreement with any Affiliate, except for terminations in respect to either of the American Stations (i) which are outside the ordinary course of business or (ii) otherwise than in accordance with the terms thereof, (xi) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance American's prior policies and coverage, (xii) has not entered into, and will not enter into, any other transaction or series of related transactions which individually or in the aggregate is material to the Company or the Company and its Subsidiaries taken as a whole, except in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cuba. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distribution.practices

Ordinary Course of Business. (a) The Company and each Subsidiary, from the earlier of the date of the most recent balance sheet forming part of the Financial Statements or December 31, 1995 to the date of this Agreement, and until the Public Offering Closing Date, except as may be described on Section 3.18(a) of the Disclosure Schedule or as may be required or permitted expressly by the terms of this Agreement or as may be approved in writing by VIALOG: (i) has operated, and will continue to operate, its business in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice, (ii) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than in the ordinary course of business, (iii) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedule, and except as expressly otherwise contemplated hereby, (A) has not incurred and will not incur any obligations or liabilities (fixed, contingent or other), (B) has not entered and will not enter into any commitments, and (C) has not canceled and will not cancel any debts or claims, (iv) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements, (v) has not discharged or satisfied, and will not discharge or satisfy, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business, (vi) except in the ordinary course, has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents or otherwise alter, modify or change the terms of their employment or engagement, (vii) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority, (viii) has not waived, and will not waive, any rights of material value without fair and adequate consideration, (ix) has not experienced any work stoppage, (x) has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Employment Arrangement, Contractual Obligation or transaction with any Affiliate, except for terminations in the ordinary course of business in accordance with the terms thereof, (xi) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage, (xii) has not entered into, and will not enter into, any other transaction or series of related transactions which individually or in the aggregate is material to the Company or the Company and its Subsidiaries taken as a whole, except in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cuba. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distribution.

Ordinary Course of Business. (a) A. The Company and each Subsidiary(which term for purposes of this Section 3.18 shall include any Subsidiary of the Company), from the earlier of the date of the most recent audited balance sheet forming part of the Company Financial Statements or December 31, 1995 to the date of this Agreement, and until the Public Offering Closing DateStatements, except as may be described on Section 3.18(a3.18(A) of the Company Disclosure Schedule or as may be required or permitted expressly by the terms of this Agreement or as may be approved in writing by VIALOGSchedule: (i) has operated, and will continue to operate, operated its business in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice,; (ii) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than in the ordinary course of business,; (iii) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedulebusiness, and except as expressly otherwise contemplated herebyconsistent with prior practice, (Aa) has not incurred and will not incur any Indebtedness, obligations or liabilities (fixed, contingent or other),; (Bb) has not entered and will not enter into any commitments, and; (Cc) has not canceled and will not cancel any debts or claims,; and (d) has not prepaid any Indebtedness in advance of its contractual maturity date. (iv) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except for machinery and equipment purchases in the ordinary course of business, consistent with past practice, and normal maintenance and replacements,; (v) has not discharged or satisfied, and will not discharge or satisfyany Lien, any Lien except in the ordinary course of business, consistent with past practices, and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, consistent with prior practice, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business,; (vi) has not created or permitted to be created any Lien on any of its tangible property (other than Liens granted pursuant to the Financing Transactions); (vii) has not transferred or created, or permitted to be created, any Lien on any Intangible Assets; (viii) except in the ordinary coursecourse of business, consistent with prior practice, has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents or otherwise alter, modify or change the terms of their employment or engagement,; (viiix) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,; (viiix) has not waived, and will not waive, waived any rights of material value without fair and adequate consideration,; (ixxi) has not experienced any work stoppage,; (xxii) has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Agreement or Employment Arrangement, Arrangement or any Contractual Obligation or transaction with any Affiliate, except for amendments or terminations in the ordinary course of business business, consistent with prior practice, in accordance with the terms thereof,thereof (in the case of any amendment or termination), and except for the termination of all outstanding option, employment and severance agreements as of the Initial Closing Date; (xixiii) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage,; (xiixiv) has not entered into, and will not enter into, into any other transaction or series of related transactions which individually or in the aggregate is material to the Company or the Company and its Subsidiaries taken as a wholeCompany, except in the ordinary course of business, consistent with prior practice; (xv) has not incurred any Indebtedness owing to any Shareholder and has not made any loans or advances to any Shareholder; (xvi) has not split, combined or reclassified any of the Company's capital stock or issued or authorized the issuance of any securities in respect of, in lieu of or in substitution of any shares of the Company's capital stock; (xvii) has not issued, sold or otherwise disposed of any of its capital stock (other than Exempt Issuances), or issued Option Securities or Convertible Securities or preemptive rights or other rights to purchase or obtain any of its capital stock, and has not declared, set aside, or paid any dividend or distributions with respect to its capital stock or redeemed, purchased, or otherwise acquired any of its capital stock; (xviii) has not amended any of its Organic Documents; (xix) has not changed any method of accounting or accounting practice or policy, except as required by Applicable Law or by GAAP; and (xiiixx) has notnot accelerated accounts receivable, nor has any affiliate (as defined delayed accounts payable, or liquidated inventory, except in Section 517.021(1) the ordinary course of the Florida Statutes), transacted business consistent with the government of Cuba or with any person or affiliate located in Cubapast practice. (b) From the end of its most recent fiscal year to the date of this AgreementB. Since December 31, 1999, except as described in Section 3.18(b3.18(B) of the Company Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, has not declared, made or paid, or agreed to declare, make or pay, any Distribution, except dividends paid in the ordinary course of business consistent with past practice on its Preferred Stock in accordance with the terms thereof.

Ordinary Course of Business. (a) The Company and each SubsidiarySeller, from the earlier of the date of the balance sheet contained in the most recent balance sheet forming part of the Financial Statements or December 31, 1995 to the date of this Agreement, and until the Public Offering Closing Date, except as may be described on Section 3.18(a) of the Disclosure Schedule or as may be required or permitted expressly by the terms of this Agreement or as may be approved in writing by VIALOG:hereof, (ia) has operated, and will continue to operate, operated its business in the normal, usual usual, and customary manner in the ordinary and regular course of business, consistent with prior practice,; (iib) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than inventory sold in the ordinary course of business,; (iiic) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedule, and except as expressly otherwise contemplated herebybusiness, (Ai) has not amended or terminated any outstanding lease, contract, or agreement, (ii) has not incurred and will not incur any obligations or liabilities (fixed, contingent contingent, or other),, and (Biii) has not entered and will not enter into any commitments, and; (C) has not canceled and will not cancel any debts or claims, (ivd) has not made any transactions outside the ordinary course of business in its inventory or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements,; (ve) has not discharged or satisfied, and will not discharge satisfied any lien or satisfy, any Lien and has not encumbrance or paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, and commitments under Leases leases existing on that date or incurred since that date in the ordinary course of business,; (vif) has not mortgaged, pledged, or subjected to lien or any other encumbrances, any of its assets, tangible or intangible; (g) has not sold or transferred any tangible asset or cancelled any debts or claims except in each case in the ordinary coursecourse of business; (h) has not sold, assigned, or transferred any patents, trademarks, trade names, trade secrets, copyrights, or other intangible assets; (i) has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents or otherwise alter, modify or change the terms of their employment or engagement,agents; (viij) has not suffered any material damage, destruction destruction, or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,governmental authority; (viiik) has not waived, and will not waive, waived any rights of material value without fair and adequate consideration,that individually or in the aggregate exceed $5,000; (ixl) has not experienced any organized work stoppage,stoppage or industrial action; or (xm) has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Employment Arrangement, Contractual Obligation or transaction with any Affiliate, except for terminations in the ordinary course of business in accordance with the terms thereof, (xi) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage, (xii) has not entered into, and will not enter into, into any other transaction or series of related transactions which that individually or in the aggregate is are material to the Company or the Company and its Subsidiaries taken as a wholeSeller, except other than in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cuba. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distribution.

Ordinary Course of Business. (a) A. The Company and each (which term for purposes of this Section 3.18 shall include any Subsidiary), from the earlier of the date of the most recent audited balance sheet forming part of the Company Financial Statements or December 31, 1995 to the date of this Agreement, hereof and until the Public Offering Closing Date, except as may be described on Section 3.18(a3.18(A) of the Company Disclosure Schedule Schedule, disclosed in the Company's periodic reports under the Securities Exchange Act of 1934, as amended, or as may expressly be required or permitted expressly by the terms of this Agreement or as may be approved in writing by VIALOGAgreement: (i) has operated, and will continue to operate, its business in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice,; (ii) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than in the ordinary course of business,; (iii) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedulebusiness, and except as expressly otherwise contemplated herebyconsistent with prior practice, (Aa) has not incurred and will not incur any Indebtedness, obligations or liabilities (fixed, contingent or other),; (Bb) has not entered and will not enter into any commitments, and; (Cc) has not canceled and will not cancel any debts or claims,; and (d) has not prepaid and will not prepay any Indebtedness in advance of its contractual maturity date. (iv) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements,; (v) has not discharged or satisfied, and will not discharge or satisfy, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, consistent with prior practice, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business,; (vi) has not created or permitted to be created, and will not create or permit to be created any Lien on any of its tangible property; (vii) has not transferred or created, or permitted to be created, and will not transfer or create, or permit to be created, any Lien on any Intangible Assets; (viii) except in the ordinary coursecourse of business, consistent with prior practice, has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents or otherwise alter, modify or change the terms of their employment or engagement,; (viiix) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,; (viiix) has not waived, and will not waive, any rights of material value without fair and adequate consideration,; (ixxi) has not experienced any work stoppage,; (xxii) has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Agreement or Employment Arrangement, Arrangement or any Contractual Obligation or transaction with any Affiliate, except for amendments or terminations in the ordinary course of business business, consistent with prior practice, in accordance with the terms thereof,, and except for the termination of all outstanding option, employment and severance agreements as of the Effective Date; (xixiii) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage,; (xiixiv) has not entered into, and will not enter into, any other transaction or series of related transactions which individually or in the aggregate is material to the Company or the Company and its Subsidiaries taken as a wholeCompany, except in the ordinary course of business, consistent with prior practice; (xv) has not incurred and will not incur any Indebtedness owing to any Stockholder and has not made and will not make any loans or advances to any Stockholder; (xvi) has not split, combined or reclassified any of the Company's capital stock or issued or authorized the issuance of any securities in respect of, in lieu of or in substitution of any shares of the Company's capital stock, and will not do any of the foregoing; (xvii) has not issued, sold or otherwise disposed of any of its capital stock, or issued Option Securities or Convertible Securities or preemptive rights or other rights to purchase or obtain any of its capital stock, and has not declared, set aside, or paid any dividend or distributions with respect to its capital stock or redeemed, purchased, or otherwise acquired any of its capital stock; (xviii) has not amended and will not amend any of its Organic Documents; (xix) has not changed and will not change any method of accounting or accounting practice or policy, except as required by Applicable Law or by GAAP; and (xiiixx) has notnot accelerated accounts receivable, nor has any affiliate (as defined delayed accounts payable, or liquidated inventory, and will not do so, except in Section 517.021(1) the ordinary course of the Florida Statutes), transacted business consistent with the government of Cuba or with any person or affiliate located in Cubapast practice. (b) B. From the end of its most recent fiscal year to the date of this Agreementhereof, except as described in Section 3.18(b3.18(B) of the Company Disclosure Schedule, neither the Company nor any Subsidiary hashas not, or on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distribution.

Ordinary Course of Business. (a) The Company and each Subsidiary(which term for purposes of this Section 6.8 shall include any Subsidiary of the Company), from the earlier of the date of the most recent balance sheet forming part of the Financial Statements or December 31, 1995 to the date of this Agreement, hereof and until the Public Offering Subsequent Closing Date, except as may be described on Section 3.18(a) of the Disclosure Schedule or as may expressly be required or permitted expressly by the terms of this Agreement or as may be approved in writing by VIALOGAgreement: (i) has operated, and will continue to operate, operate its business in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice,; (ii) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than in the ordinary course of business,; (iii) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedulebusiness, consistent with prior practice and except as expressly otherwise contemplated herebypursuant to the Financing Transactions, (Aa) has not incurred and will not incur any Indebtedness, obligations or liabilities (fixed, contingent or other),; (Bb) has not entered and will not enter into any commitments, and; (Cc) has not canceled and will not cancel any debts or claims,; and (d) will not prepay any Indebtedness in advance of its contractual maturity date. (iv) has not made or committed to make, and will not make or commit to make, make any additions to its property or any purchases purchase of machinery or equipment, except for machinery and equipment purchases in the ordinary course of business, consistent with past practice, and normal maintenance and replacements,; (v) has not discharged or satisfied, and will not discharge or satisfysatisfy any Lien, any Lien and has not paid except in the ordinary course of business, consistent with past practices, and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in accordance with the ordinary course terms of businessthis Agreement, and commitments under Leases existing on that date or incurred since that date date; (vi) will not create or permit to be created any Lien on any of its tangible property (other than Liens granted pursuant to the Financing Transactions); (vii) will not transfer or create, or permit to be created, any Lien on any Intangible Assets; (viii) except in the ordinary course of business, (vi) except in the ordinary course, has not increased and consistent with prior practice, will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents or otherwise alter, modify or change the terms of their employment or engagement,; (viiix) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority, (viii) has not waived, and will not waive, waive any rights of material value without fair and adequate consideration, (ix) has not experienced any work stoppage,; (x) has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Agreement or Employment Arrangement, Arrangement or any Contractual Obligation or transaction with any Affiliate, except for amendments or terminations in the ordinary course of business business, consistent with prior practice, in accordance with the terms thereof,thereof (in the case of any amendment or termination), and except for the termination of all outstanding option, employment and severance agreements as of the Initial Closing Date; (xi) has not amended or terminated and will not amend or terminate, and has kept terminate and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage,; (xii) has not entered into, and will not enter into, into any other transaction or series of related transactions which individually or in the aggregate is material to the Company or the Company and its Subsidiaries taken as a wholeCompany, except in the ordinary course of business, andconsistent with prior practice; (xiii) has notwill not incur any Indebtedness owing to any Shareholder and will not make any loans or advances to any Shareholder; (xiv) will not split, nor has combine or reclassify any affiliate (as defined in Section 517.021(1) of the Florida StatutesCompany's capital stock or issued or authorized the issuance of any securities in respect of, in lieu of or in substitution of any shares of the Company's capital stock; (xv) will not issue, sell or otherwise dispose of any of its capital stock (other than Exempt Issuances), transacted or issue Option Securities or Convertible Securities or preemptive rights or other rights to purchase or obtain any of its capital stock, and will not declare, set aside, or pay any dividend or distributions with respect to its capital stock, except for dividends paid in the ordinary course of business consistent with the government past practice on its Preferred Stock or redeem, purchase, or otherwise acquire any of Cuba or with any person or affiliate located in Cuba.its capital stock; (bxvi) From the end will not amend any of its most recent fiscal year to the date Organic Documents; (xvii) will not change any method of this Agreementaccounting or accounting practice or policy, except as described required by Applicable Law or by GAAP; (xviii) will not accelerate accounts receivable, delay accounts payable, or liquidate inventory, except in Section 3.18(bthe ordinary course of business consistent with past practice; (xix) will not make any material Tax election inconsistent with past practice or settle or compromise any material federal, state, local or foreign tax liability or agree to an extension of a statute of limitations; and (xx) will not file or cause to be filed any amended Tax Return with respect to the Company or any Subsidiary of the Disclosure ScheduleCompany, neither file or cause to be filed claim for refund of Taxes paid by or on behalf of the Company nor or any Subsidiary hasof the Company, or prepare or file any Tax Return of the Company or any Subsidiary of the Company inconsistent with past practice in preparing or filing similar Tax Returns in prior periods or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods, in each case except to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distributionextent required by law.

Ordinary Course of Business. (a) The Company and each SubsidiaryTCT, from the earlier of the date of the most recent balance sheet forming part of the --------------------------- TCT Financial Statements or December 31, 1995 to the date of this Agreement, and until the Public Offering Closing Datehereof, except (i) as may be described on Section 3.18(a) 4.16 of the TCT Disclosure Schedule or Schedule, (ii) as may be required or permitted expressly contemplated by the terms of this Agreement Agreement, or (iii) as may be approved described in writing by VIALOGthe TCT Financial Statements, including the notes thereto: (ia) has operated, and will continue to operate, operated its business in all material respects in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice,; (b) except in each case in the ordinary course of business, consistent with prior practice: (i) has not incurred any obligation or liability (fixed, contingent or other) individually having a value in excess of $50,000; (ii) has not sold or otherwise disposed of, of or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than assets having a value in the ordinary course excess of business,$50,000; (iii) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedule, and except as expressly otherwise contemplated hereby, (A) has not incurred and will not incur any obligations or liabilities (fixed, contingent or other), (B) has not entered and will not enter into any commitments, individual commitment having a value in excess of $50,000; and (Civ) has not canceled and will not cancel any debts or claims,; (ivc) has not created or permitted to be created any Lien on any of the TCT Assets, except for Permitted Liens; (d) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except in the ordinary course of business consistent with past practice or for normal maintenance and replacements,; (ve) has not discharged or satisfied, and will not discharge or satisfy, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business, (vi) except in the ordinary course, has not increased and will not increase the compensation payable or to become payable to any of its directorsthe TCT Employees other than increases in the ordinary course of business, officers, employees, advisers, consultants, salesmen or agents or otherwise altermaterially altered, modify modified or change changed the terms of their employment or engagement,employment; (viif) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,; (viiig) has not waived, and will not waive, waived any rights of material value without fair and adequate consideration,; (ixh) has not experienced any work stoppage,; (xi) except in the ordinary course of business, has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Agreement or Employment Arrangement, Contractual Obligation or transaction any transaction, agreement or arrangement with any Affiliate, except for terminations in the ordinary course Affiliate of business in accordance with the terms thereof,TCT; (xij) has not amended issued or terminated and will not amend sold, or terminateagreed to issue or sell, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire any shares of TCT Units, other shares of capital stock, Convertible Securities or terminate, all insurance policies and coverage,Option Securities; (xiik) has not made, paid or declared any Distribution; and (l) has not entered into, and will not enter into, into any other transaction transactions or series of related transactions which individually or in the aggregate is material to the Company TCT Assets or the Company and its Subsidiaries taken as a whole, except in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in CubaTCT Business. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distribution.

Ordinary Course of Business. (a) The Company and each SubsidiaryCompany, from the earlier of the date of the most recent balance sheet forming part of the Financial Statements or December 31, 1995 1997 to the date of this Agreement, and until the Public Offering Closing DateEffective Time, except as may be described on in Section 3.18(a) 3.18 of the Disclosure Schedule or as may be required or permitted expressly by the terms of this Agreement or as may be approved in writing by VIALOG: (ia) has operated, and will continue to operate, its business in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice, (iib) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than in the ordinary course of business, (iiic) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) 3.18 of the Disclosure Schedule, and except as expressly otherwise contemplated hereby, (Ai) has not incurred and will not incur any obligations or liabilities (fixed, contingent or other), (Bii) has not entered and will not enter into any commitments, and (Ciii) has not canceled and will not cancel any debts or claims, (ivd) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements, (ve) has not discharged or satisfied, and will not discharge or satisfy, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business, (vif) except in the ordinary course, has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents or otherwise alter, modify or change the terms of their employment or engagement, (viig) has not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority, (viiih) has not waived, and will not waive, any rights of material value without fair and adequate consideration, (ixi) has not experienced any work stoppage, (xj) has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Employment Arrangement, Contractual Obligation or transaction with any Affiliate, except for terminations in the ordinary course of business in accordance with the terms thereof, (xik) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage, (xiil) has not entered into, and will not enter into, any other transaction or series of or related transactions which individually or in the aggregate is material to the Company or the Company and its Subsidiaries taken as a wholeCompany, except in the ordinary course of business, and (xiiim) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cuba. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distribution.

Ordinary Course of Business. (a) The Company and each SubsidiaryCompany, from the earlier end of the date of the its most recent balance sheet forming part of the Financial Statements or December 31, 1995 fiscal quarter to the date of this Agreementhereof, and until the Public Offering Closing Date, except (i) as may be described on Section 3.18(a) 4.18 of the Company Disclosure Schedule or Schedule, (ii) as may result from the consummation of the Shareholder Distribution, (iii) as may be required or permitted expressly contemplated by the terms of this Agreement Agreement, or (iv) as may be approved are reflected in writing by VIALOGthe Company Financial Statements: (ia) has operated, and will continue to operate, its business in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice,; (iib) has not sold or otherwise disposed of, of or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assetsassets having a value in excess of $10,000 with respect to any Station, other than in the ordinary course of business,; (iiic) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedule, and except as expressly otherwise contemplated hereby,business: (Ai) has not incurred and will not incur any obligations or liabilities (fixed, contingent or other),) having a value in excess of $10,000 with respect to any Station; (Bii) has not entered and will not enter into any commitments, commitments having a value in excess of $10,000 with respect to any Station; and (Ciii) has not canceled cancelled and will not cancel any debts or claims,; (ivd) has not made or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements,; (ve) has not discharged or satisfied, satisfied and will not discharge or satisfysatisfy any Lien, any Lien and has not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, business and commitments under Leases existing on that date or incurred since that date in the ordinary course of business,business or repaying or prepaying Long-Term Indebtedness or the current portion thereof; (vif) has not created or permitted to be created, and will not create or permit to be created, any Lien on any of its tangible property, except in for such Liens, if any, as do not materially detract from the ordinary coursevalue of or materially interfere with the use of such property; (g) has not transferred or created or permitted to be created, and will not transfer or create or permit to be created, any Lien on any Intangible Assets , except for such Liens, if any, as do not materially detract from the value of or materially interfere with the use of such property; (h) has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents other than in the ordinary course of business which will not, in any event with respect to any of the foregoing, exceed the applicable rate of inflation, or otherwise alter, modify or change the terms of their employment or engagement,; (viii) has not suffered and will not suffer any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,; (viiij) has not waived, waived and will not waive, waive any rights of material value without fair and adequate consideration,; (ixk) has not experienced any work stoppage,; (xl) except in the ordinary cause of business as described in Section 4.18(l) of the Company Disclosure Schedule, has not entered into, amended or terminated terminated, and will not enter into, amend or terminate terminate, any Lease, Governmental Authorization, Plan, Benefit, Arrangement, Private Authorization, Material Agreement, Employment ArrangementArrangement or Contractual Obligation, Contractual Obligation or transaction any transaction, agreement or arrangement with any Affiliate, except for terminations in the ordinary course of business in accordance with the terms thereof,; (xim) has not amended or terminated terminated, and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage,coverage with financially responsible companies in such amounts and against such risks and losses as are consistent with past practice; (xiin) has not, and will not have, declared, made or paid, or agreed to declare, make or pay, any Distribution; (o) has not amended, and will not amend, any provision of its Organic Documents; (p) has not issued, sold, pledged or disposed of and will not issue, sell, pledge or dispose of any additional shares of capital stock or any Option Securities or Convertible Securities and has no entered into, and will not enter into, any agreement or arrangement to do the same; (q) has not entered into, and will not enter into, any trade or barter arrangements (i) which are outside the ordinary course of business, (ii) otherwise than in accordance with the Company's prior policies and practices, or (iii) if, together with all trade and barter arrangements entered into after September 30, 1996, such arrangements would cause the difference between fair value of the Company's trade assets and trade liabilities with respect to the Stations to become more unfavorable to the Company by more than $25,000; (r) has not entered into, and will not enter into, any other transaction or series of related transactions which individually or in the aggregate is material to the Company or the Company and its Subsidiaries taken as a wholeCompany, except in the ordinary course of business, ; and (xiiis) has notwill, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cuba. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will haveClosing, declared, made or paid, or agreed to declare, make or pay, any Distributionapply the condemnation fund account balance in the amount and as set forth in Section 4.18(s) of the Company Disclosure Schedule.

Ordinary Course of Business. (a) The Company and each SubsidiaryArcus Parties, from the earlier of the date of the most recent balance sheet forming part of the Financial Statements or December July 31, 1995 1997 to the date of this Agreementhereof, and until the Public Offering Closing Date, except (i) as may be described on Section 3.18(a3.16(a) of the Disclosure Schedule or Schedule, (ii) as may be required or permitted expressly contemplated by the terms of this Agreement or (including without limitation Schedule C hereto and Section 3.22 hereof), (iii) as may be approved reflected in writing the Financial Statements, or (iv) as may be consented to by VIALOGAcquiror, which consent shall not be unreasonably withheld or delayed: (i) has have operated, and will continue to operate, its business their businesses in the normal, usual and customary manner in the ordinary and regular course of business, consistent with prior practice,; (ii) has have not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its their properties or assets, other than in the ordinary course of business,; (iii) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedulebusiness, and except as expressly otherwise contemplated hereby,consistent with prior practice: (A) has have not incurred and will not incur any obligations or liabilities (fixed, contingent or other),; (B) has have not entered and will not enter into any commitments, ; and (C) has have not canceled cancelled and will not cancel any debts or claims,; (iv) has have not made or committed to make, and will not make or commit to make, any additions to its their property or any purchases of machinery or equipment, except for normal maintenance and replacements,in the ordinary course of business, consistent with past practice; provided, however, that the Arcus Entities shall continue to make capital expenditures consistent with past practice in an amount equal to not less than 80% of the amount provided therefor in their respective capital budgets; (v) has have not discharged or satisfied, and will not discharge or satisfy, any Lien and has have not paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, consistent with prior practice, and commitments under Leases existing on that date or incurred since that date in the ordinary course of business,business or repaying or prepaying long-term indebtedness or the current portion thereof; (vi) have not created or permitted to be created, and will not create or permit to be created any material Lien on any of their tangible property; (vii) except in the ordinary coursecourse of business, has have not transferred or created, or permitted to be created, and will not transfer or create, or permit to be created, any Lien on any Intangible Assets; (viii) except in the ordinary course of business, consistent with prior practice, have not increased and will not increase the compensation payable or to become payable to any of its their directors, officers, employees, advisers, consultants, salesmen or agents or otherwise alter, modify or change the terms of their employment or engagement,; (viiix) has have not suffered any material damage, destruction or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,; (viiix) has have not waived, and will not waive, any rights of material value without fair and adequate consideration,; (ixxi) has not experienced any work stoppage, (x) has have not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Private Authorization, Governmental Authorization, Private Authorization, Material Agreement, Agreement or Employment Arrangement, Arrangement or any Contractual Obligation or transaction with any Affiliate, except for terminations in the ordinary course of business business, consistent with prior practice, in accordance with the terms thereof,; (xixii) has have not amended or terminated and will not amend or terminateterminate (other than to increase coverage), and has have kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage,; (xiixiii) has have not entered intoamended and will not amend any provision of their Organic Documents; (xiv) have not issued and will not issue any additional shares of capital stock (other than the issuance of shares in accordance with the terms of Option Securities outstanding on the date hereof, or except as set forth in Section 3.13(a), 3.13(b), 3.13(c) or 3.13(d) of the Disclosure Schedule) or any Option Securities or Convertible Securities and have not entered, and will not enter into, into any agreement to do the same; (xv) have not entered into and will not enter into any other transaction or series of related transactions which individually or in the aggregate is material to the Company or the Company and its Subsidiaries taken as a wholeArcus Entities, except in the ordinary course of business, ; and (xiiixvi) has not, nor has any affiliate (as defined in Section 517.021(1) have maintained and will continue to maintain their policies regarding collection of the Florida Statutes), transacted business accounts receivable and payment of accounts payable consistent with the government of Cuba or with any person or affiliate located in Cubaprior practice. (b) From Except as set forth in Section 3.16(b) of the Disclosure Schedule, from the end of its most recent fiscal year to the date of this Agreementhereof, except as described in Section 3.18(b) none of the Disclosure Schedule, neither the Company nor any Subsidiary Arcus Entities has, or nor on or prior to the Public Offering Closing Date will any of them have, declared, made or paid, or agreed to declare, make or pay, any DistributionDistribution (other than Distributions made in connection with the Reorganization which are expressly set forth in Schedule C hereto and Distributions paid only to an Arcus Entity). (c) The Arcus Parties shall cause each other Arcus Entity which is not a party to this Agreement to comply with the terms and provisions of this Section 3.16.

Ordinary Course of Business. (a) The Company and each SubsidiarySeller, from the earlier of the date of the balance sheet contained in the most recent balance sheet forming part of the Financial Statements or December 31, 1995 to the date of this Agreement, and until the Public Offering Closing Date, except as may be described on Section 3.18(a) of the Disclosure Schedule or as may be required or permitted expressly by the terms of this Agreement or as may be approved in writing by VIALOG:hereof, (ia) has operated, and will continue to operate, operated its business in the normal, usual usual, and customary manner in the ordinary and regular course of business, consistent with prior practice,; (iib) has not sold or otherwise disposed of, or contracted to sell or otherwise dispose of, and will not sell or otherwise dispose of or contract to sell or otherwise dispose of, any of its properties or assets, other than inventory sold in the ordinary course of business,; (iiic) except in each case in the ordinary course of business or as detailed as transactions not in the ordinary course in the Company's business plan set forth as Section 3.18(a) of the Disclosure Schedule, and except as expressly otherwise contemplated herebybusiness, (Ai) has not amended or terminated any outstanding lease, contract, or agreement, (ii) has not incurred and will not incur any obligations or liabilities (fixed, contingent contingent, or other),, and (Biii) has not entered and will not enter into any commitments, and; (C) has not canceled and will not cancel any debts or claims, (ivd) has not made any transactions outside the ordinary course of business in its inventory or committed to make, and will not make or commit to make, any additions to its property or any purchases of machinery or equipment, except for normal maintenance and replacements,; (ve) has not discharged or satisfied, and will not discharge satisfied any lien or satisfy, any Lien and has not encumbrance or paid and will not pay any obligation or liability (absolute or contingent) other than current liabilities or obligations under contracts then existing or thereafter entered into in the ordinary course of business, and commitments under Leases leases existing on that date or incurred since that date in the ordinary course of business,; (vif) has not mortgaged, pledged, or subjected to lien or any other encumbrances, any of its assets, tangible or intangible; (g) has not sold or transferred any tangible asset or cancelled any debts or claims except in each case in the ordinary coursecourse of business; (h) has not sold, assigned, or transferred any patents, trademarks, trade names, trade secrets, copyrights, or other intangible assets; (i) has not increased and will not increase the compensation payable or to become payable to any of its directors, officers, employees, advisers, consultants, salesmen or agents or otherwise alter, modify or change the terms of their employment or engagement,agents; (viij) has not suffered any material damage, destruction destruction, or loss (whether or not covered by insurance) or any acquisition or taking of property by any Authority,governmental authority; (viiik) has not waived, and will not waive, waived any rights of material value without fair and adequate consideration,that individually or in the aggregate exceed $10,000; (ixl) has not experienced any organized work stoppage,stoppage or industrial action; or (xm) has not entered into, amended or terminated and will not enter into, amend or terminate any Lease, Governmental Authorization, Private Authorization, Material Agreement, Employment Arrangement, Contractual Obligation or transaction with any Affiliate, except for terminations in the ordinary course of business in accordance with the terms thereof, (xi) has not amended or terminated and will not amend or terminate, and has kept and will keep in full force and effect including without limitation renewing to the extent the same would otherwise expire or terminate, all insurance policies and coverage, (xii) has not entered into, and will not enter into, into any other transaction or series of related transactions which that individually or in the aggregate is are material to the Company or the Company and its Subsidiaries taken as a wholeSeller, except other than in the ordinary course of business, and (xiii) has not, nor has any affiliate (as defined in Section 517.021(1) of the Florida Statutes), transacted business with the government of Cuba or with any person or affiliate located in Cuba. (b) From the end of its most recent fiscal year to the date of this Agreement, except as described in Section 3.18(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has, or on or prior to the Public Offering Closing Date will have, declared, made or paid, or agreed to declare, make or pay, any Distribution.