Common use of PRE-CLOSING COVENANTS OF THE PARTIES Clause in Contracts

PRE-CLOSING COVENANTS OF THE PARTIES. 5.1 Conduct of the Business. SELLER agrees that, during the period from the Execution Date to the Closing, except as (i) contemplated by this Agreement, the Ancillary Documents or the Schedules hereto or thereto, (ii) required by applicable Law, or (iii) as otherwise consented to by BUYER (which consent shall not be unreasonably withheld, conditioned or delayed): (a) SELLER shall, and shall cause RAML to: (i) conduct RAML's business in the usual and ordixxxx course and in a commerciaxxx xeasonable manner, without a material change to its operational policies; (ii) use Commercially Reasonable Efforts to maintain and preserve RAML's business; (iii) maintain its existence in good standxxx; (iv) maintain in effect all its presently existing insurance coverage (or substantially equivalent insurance coverage), preserve its business organization substantially intact, use commercially reasonable efforts to keep the services of its present principal employees and preserve its present business relationships with material suppliers; (v) relative to employing and compensating RAML employees, (i) refrain from enhancing, extending, or otherwixx amending or modifying, any Employee Benefit Plan currently in effect, and refrain from establishing any new Employee Benefit Plans, except in the ordinary course of business or as necessary to comply with applicable Law; (ii) where necessary, renew or extend, and otherwise maintain in effect, all insurance policies and contracts in effect as of the Execution Date, directly or indirectly, relating to any such Employee Benefit Plan; (iii) refrain from entering into any new employment or personal service or consulting agreement(s), or extending any agreement(s) currently in effect, or entering into any separation agreement(s) or implementing any reduction-in-force program(s), except as is reasonably necessary in the ordinary course of business; and (iv) except as required under any existing plan or agreement of RAML, refrain from paying any special or extraordinary bonuses, or xxxing any incentive compensation payments; (vi) shall not make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to RAML or its business, surrender any right to claim a refund of Taxes, xxxsent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to RAML or its business, or take any other similar action relating to xxx filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of RAML or its business for any period ending after the Closing Date or xxxxeasing any Tax attribute of RAML or its business existing on the Closing Date; (vii) in xxx Tronox Litigation, take all reasonable actions necessary to (i) meet all case deadlines and (ii) maintain and preserve all claims and defenses; and (viii) shall comply with all applicable Laws relating to maintaining the Water Rights in full force and effect. (b) In addition, SELLER will cause RAML not to do any of the following (either individually or in the xxxxegate): (i) amend or otherwise modify its Organizational Documents or alter, through merger, liquidation, reorganization, restructuring or in any other fashion, its structure or ownership; (ii) other than pursuant to Section 2.1, issue or sell, or authorize for issuance or sale, or grant any options or make other agreements, arrangements or understandings with respect to any of its membership interests, or any other of its securities, or alter any term of any of its outstanding securities or make any change in its outstanding membership interests or its capitalization, whether by reason of a reclassification, recapitalization, split or combination, exchange or readjustment of interests, dividend or otherwise; (iii) mortgage, pledge or grant any security interest in any of its assets, except (A) Permitted Liens and (B) security interests solely in tangible personal property granted pursuant to any purchase money agreement, conditional sales contract or capital lease under which, solely with respect to conditional sales contracts and capital leases, there exists an aggregate future liability not in excess of US$25,000.00 per contract or lease (which amount is not more than the purchase price for such personal property and which security interest does not extend to any other item or items of personal property); (iv) declare, set aside, make or pay any dividend or other distribution to any holder with respect to its membership interests or other securities; (v) redeem, purchase or otherwise acquire, directly or indirectly, any of its membership interests or other securities; (vi) increase the compensation of any of its non-executive employees, except in the ordinary course of business and in a commercially reasonable manner, or increase the compensation of any of its executive officers except as otherwise required under any existing agreement or plan; (vii) extend, terminate or modify any Material Contract or permit any renewal notice period or option period to lapse with respect to any Material Contract, except as required in the ordinary course of business, or for terminations of Material Contracts upon their expiration during such period in accordance with their terms; (viii) incur or assume any indebtedness or guarantee any obligation or the net worth of any Person, except for endorsements of negotiable instruments for collection in the ordinary course of business; (ix) incur any liability, debt or obligation (whether absolute, accrued, contingent or otherwise) to or of any Affiliate of RAML, or make any Affiliate Loans; (x) discharge or satisxx xny Lien other than those which are required to be discharged or satisfied during such period in accordance with their original terms; (xi) pay any material obligation or liability (absolute, accrued, contingent or otherwise), whether due or to become due, except for any current liabilities, and the current portion of any long term liabilities shown on the Financial Statements or incurred since June 30, 2006 in the ordinary course of business and in a commercially reasonable manner; (xii) sell, transfer, lease to others or otherwise dispose of any of its material properties or assets; (xiii) cancel, waive or compromise any debt or claim in excess of US$25,000.00; (xiv) make any loan or advance to any Person, other than travel and other similar routine advances to employees in the ordinary course of business and in a commercially reasonable manner; (xv) purchase or acquire any capital stock or other securities of any other corporation or any ownership interest in any other business enterprise or Person; (xvi) make any capital expenditures or capital additions or betterments in amounts which exceed US$25,000.00 in the aggregate (other than in connection with RAML remediation obligations); (xvii) change its method of accounting or its accounting principles or practices, including any policies or practices with respect to the establishment of reserves for work-in-process, inventory and accounts receivable, utilized in the preparation of the Financial Statements, other than as required by GAAP; (xviii) institute, compromise or settle any litigation or any legal, administrative or arbitration action or proceeding before any court or Governmental Entity relating to it or any of its properties or assets, including, without limitation, the Tronox Litigation, that involves a claim in excess of US$25,000.00; (xix) except as otherwise required in the ordinary course of business and in a commercially reasonable manner, (a) enter into any agreements, commitments or contracts for any real property leases, (b) terminate or close any facility or operation, or (c) surrender or diminish any leasehold interest in any real property; (xx) enter into any transaction with any Affiliate of RAML; (xxi) enter into any other agreements, commitments or xxxtracts, except those made in the ordinary course of business and in a commercially reasonable manner; or (xxii) enter into any agreement or commitment to do any of the foregoing.

PRE-CLOSING COVENANTS OF THE PARTIES. Section 5.1 Conduct of the BusinessBusiness Prior to Closing. SELLER agrees thatExcept as otherwise required or contemplated by this Agreement or in connection with a Pre-Acquisition Re-organization, during the period from Interim Period, the Execution Date Vendor will cause the Corporation to conduct the ClosingBusiness in the Ordinary Course of Business and will use commercially reasonable efforts to cause the Corporation to maintain and preserve its business organization and goodwill and assets, to keep available the services of its Employees and to maintain its relationship with its customers and suppliers. Without limiting the generality of the foregoing and except as (i) required or contemplated by this Agreement, before the Ancillary Documents or the Schedules hereto or theretoClosing Date, (ii) required by applicable Law, or (iii) as otherwise consented to by BUYER (which consent Vendor shall not take, and shall cause the Corporation not to take, any of the following actions in relation to the Business without the written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (a) SELLER shallvoluntarily incur any Liability, and shall cause RAML to: (i) conduct RAML's business other than in the usual and ordixxxx course and Ordinary Course of Business, or in a commerciaxxx xeasonable mannerconnection with the performance or consummation of the Contemplated Transactions, without a material change to its operational policiesor enter into any financings; (iib) use Commercially Reasonable Efforts enter into any Material Contract that would be breached by, or require the Consent of any third party, in order to maintain and preserve RAML's businesscontinue in full force following the consummation of the Contemplated Transactions; (iiic) maintain its existence make any changes in good standxxx; (iv) maintain in effect all its presently existing insurance coverage financial accounting methods, principles or practices (or substantially equivalent insurance coverage), preserve its business organization substantially intact, use commercially reasonable efforts to keep the services of its present principal employees and preserve its present business relationships with material suppliers; (v) relative to employing and compensating RAML employees, (i) refrain from enhancing, extending, or otherwixx amending or modifying, any Employee Benefit Plan currently in effect, and refrain from establishing any new Employee Benefit Plans, except in the ordinary course of business or as necessary to comply with applicable Law; (ii) where necessary, renew or extend, and otherwise maintain in effect, all insurance policies and contracts in effect as of the Execution Date, directly or indirectly, relating to any such Employee Benefit Plan; (iii) refrain from entering into any new employment or personal service or consulting agreement(s), or extending any agreement(s) currently in effect, or entering into any separation agreement(s) or implementing any reduction-in-force program(s), except as is reasonably necessary in the ordinary course of business; and (iv) except as required under any existing plan or agreement of RAML, refrain from paying any special or extraordinary bonuses, or xxxing any incentive compensation payments; (vi) shall not make or change any election, change an annual accounting period), adopt except insofar as may be required by a change in GAAP or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to RAML or its business, surrender any right to claim a refund of Taxes, xxxsent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to RAML or its business, or take any other similar action relating to xxx filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of RAML or its business for any period ending after the Closing Date or xxxxeasing any Tax attribute of RAML or its business existing on the Closing DateApplicable Laws; (viid) fail to manage working capital in xxx Tronox Litigationthe Ordinary Course of Business or otherwise fail to operate and manage the Business other than in the Ordinary Course of Business; (e) lease, take all reasonable actions necessary license, sell, transfer, encumber or permit to be encumbered, abandon, fail to maintain, or allow to lapse any of the Corporation’s material assets or properties, including any Intellectual Property, except (i) meet all case deadlines and pursuant to the terms of any existing lease, licence or other agreement to which the Corporation is a party as of the date of this Agreement, (ii) maintain for licenses granted and preserve all claims products sold or otherwise disposed of in the Ordinary Course of Business and defenses; and(iii) for cash applied in payment of Liabilities in the Ordinary Course of Business; (viiif) shall comply enter into, terminate or amend any Material Contract, in each case other than in the Ordinary Course of Business, or intentionally breach or commit a default under any of the Material Contracts; (g) employ, other than in the Ordinary Course of Business, any additional employees other than the Employees; (h) cancel or terminate any current insurance policy related to the Business or allow any of the coverage thereunder to lapse, unless simultaneously with all applicable Laws relating such termination, cancellation or lapse, one or more replacement policy or policies providing coverage equal to maintaining or greater than the Water Rights coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect. (b) In addition, SELLER will cause RAML not to do any of the following (either individually or in the xxxxegate):; (i) amend or otherwise modify its Organizational Documents or alterviolate any Applicable Laws, through merger, liquidation, reorganization, restructuring or in any other fashion, its structure or ownershipwhich would have a Material Adverse Effect; (iij) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgage to any Person, including any of the customers, shareholders, officers, Employees or directors of Vendor and/or the Corporation, other than pursuant to Section 2.1those made in the Ordinary Course of Business, issue or sell, or authorize for issuance or sale, or grant any options or make and other agreements, arrangements or understandings than with respect to Interim Financing Amounts; (k) except in respect of Section 5.1(g) or as required by Applicable Laws, enter into any of its membership interestsmaterial employment agreement or new collective bargaining agreement, written or oral, or any other of its securities, or alter any term modify the terms of any such existing agreements; (l) fail to maintain the properties and assets of its outstanding securities or the Corporation in good repair, order and condition, ordinary wear and tear excepted and except as would have a Material Adverse Effect; (m) make any change in its outstanding membership interests Tax reporting, withholding or its capitalization, whether by reason of a reclassification, recapitalization, split or combination, exchange or readjustment of interests, dividend or otherwise;payment methods; or (iiin) mortgageexcept as disclosed to the Purchaser, pledge or grant issue any security interest in any new shares of its assets, except (A) Permitted Liens and (B) security interests solely in tangible personal property granted pursuant to any purchase money agreement, conditional sales contract or capital lease under which, solely with respect to conditional sales contracts and capital leases, there exists an aggregate future liability not in excess of US$25,000.00 per contract or lease (which amount is not more than the purchase price for such personal property and which security interest does not extend to any other item or items of personal property); (iv) declare, set aside, make or pay any dividend or other distribution to any holder with respect to its membership interests or other securities; (v) redeem, purchase or otherwise acquire, directly or indirectly, any of its membership interests or other securities; (vi) increase the compensation stock of any of its non-executive employeesSeaway, except in the ordinary course of business and in a commercially reasonable mannerStablex or Gulfstream, or increase the compensation of any of its executive officers except as otherwise required under any existing agreement or plan; (vii) extend, terminate or modify any Material Contract or permit any renewal notice period or option period to lapse with respect to any Material Contract, except as required in the ordinary course of business, or for terminations of Material Contracts upon their expiration during such period in accordance with their terms; (viii) incur or assume any indebtedness or guarantee any obligation or the net worth of any Person, except for endorsements of negotiable instruments for collection in the ordinary course of business; (ix) incur any liability, debt or obligation (whether absolute, accrued, contingent or otherwise) to or of any Affiliate of RAML, or make any Affiliate Loans; (x) discharge or satisxx xny Lien other than those which are required to be discharged or satisfied during such period in accordance with their original terms; (xi) pay any material obligation or liability (absolute, accrued, contingent or otherwise), whether due or to become due, except for any current liabilities, and the current portion of any long term liabilities shown on the Financial Statements or incurred since June 30, 2006 in the ordinary course of business and in a commercially reasonable manner; (xii) sell, transfer, lease to others or otherwise dispose of any of its material properties or assets; (xiii) cancel, waive or compromise any debt or claim in excess of US$25,000.00; (xiv) make any loan or advance to any Person, other than travel and other similar routine advances to employees in the ordinary course of business and in a commercially reasonable manner; (xv) purchase or acquire any capital stock or other securities of any other corporation or any ownership interest in any other business enterprise or Person; (xvi) make any capital expenditures or capital additions or betterments in amounts which exceed US$25,000.00 in the aggregate (other than in connection with RAML remediation obligations); (xvii) change its method of accounting or its accounting principles or practices, including any policies or practices with respect to the establishment of reserves for workan approved Pre-in-process, inventory and accounts receivable, utilized in the preparation of the Financial Statements, other than as required by GAAP; (xviii) institute, compromise or settle any litigation or any legal, administrative or arbitration action or proceeding before any court or Governmental Entity relating to it or any of its properties or assets, including, without limitation, the Tronox Litigation, that involves a claim in excess of US$25,000.00; (xix) except as otherwise required in the ordinary course of business and in a commercially reasonable manner, (a) enter into any agreements, commitments or contracts for any real property leases, (b) terminate or close any facility or operation, or (c) surrender or diminish any leasehold interest in any real property; (xx) enter into any transaction with any Affiliate of RAML; (xxi) enter into any other agreements, commitments or xxxtracts, except those made in the ordinary course of business and in a commercially reasonable manner; or (xxii) enter into any agreement or commitment to do any of the foregoingAcquisition Reorganization.

PRE-CLOSING COVENANTS OF THE PARTIES. Section 5.1 Conduct of Business Prior to Closing (1) Except (a) as set forth in Section 5.1 of the Business. SELLER agrees thatDisclosure Letter, during (b) as contemplated in the period from the Execution Date to the ClosingBusiness Plan, except (c) as (i) contemplated otherwise contemplated, permitted or required by this Agreement, including as set out in Section 5.13 or Section 5.14, the Ancillary Documents Pre-Closing Reorganization, or the Schedules hereto Contribution Transactions or theretoother transactions contemplated by the Contribution Documents in accordance with Section 5.15, (iid) as required by Law or the terms of any Contract that has been Fairly Disclosed prior to the VDR Disclosure Cut-Off Date in the virtual data room made available by the Vendor Parent through Intralinks, (e) to take into account, in good faith and on a commercially reasonable basis, any applicable LawCOVID-19 Measures or in response to the actual or reasonably anticipated effect of the COVID-19 pandemic, (f) as reasonably required to respond appropriately and prudently to an emergency or disaster or (iiig) as otherwise consented to by BUYER with the prior written consent of the Purchaser Parties (which consent shall not be unreasonably withheld, conditioned or delayed): (a) SELLER ), during the Interim Period, the Vendor Parent shall, and shall cause RAML the Vendor and the Vendor Parent's applicable Subsidiaries to, use commercially reasonable efforts to: (i) conduct RAML's business and operate the Coal Business and the Coal Assets in the usual and ordixxxx course and in a commerciaxxx xeasonable manner, without a material change to its operational policiesOrdinary Course; (ii) use Commercially Reasonable Efforts to maintain and preserve RAML's businessimplement the Business Plan; (iii) maintain its existence and preserve material Coal Authorizations and pursue applications for material Coal Authorization Amendments in good standxxxa manner consistent with the permitting strategy determined by the Vendor Parent acting reasonably and disclosed to the Purchaser; (iv) maintain and preserve, in effect all its presently existing insurance coverage (or substantially equivalent insurance coverage)material respects, preserve its business organization substantially intact, use commercially reasonable efforts to keep the services goodwill of its present principal employees and preserve its present business relationships with material suppliers;the Coal Business; and (v) relative to employing manage relationships and compensating RAML employees, (i) refrain from enhancing, extending, or otherwixx amending or modifying, any Employee Benefit Plan currently in effect, and refrain from establishing any new Employee Benefit Plans, except in the ordinary course of business or as necessary to comply dealings with applicable Law; (ii) where necessary, renew or extend, and otherwise maintain in effect, all insurance policies and contracts in effect as of the Execution Date, directly or indirectly, relating to any such Employee Benefit Plan; (iii) refrain from entering into any new employment or personal service or consulting agreement(s), or extending any agreement(s) currently in effect, or entering into any separation agreement(s) or implementing any reduction-in-force program(s), except as is reasonably necessary in the ordinary course of business; and (iv) except as required under any existing plan or agreement of RAML, refrain from paying any special or extraordinary bonuses, or xxxing any incentive compensation payments; (vi) shall not make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to RAML or its business, surrender any right to claim a refund of Taxes, xxxsent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to RAML or its business, or take any other similar action relating to xxx filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of RAML or its business for any period ending after the Closing Date or xxxxeasing any Tax attribute of RAML or its business existing on the Closing Date; (vii) in xxx Tronox Litigation, take all reasonable actions necessary to (i) meet all case deadlines and (ii) maintain and preserve all claims and defenses; and (viii) shall comply with all applicable Laws relating to maintaining the Water Rights in full force and effect. (b) In addition, SELLER will cause RAML not to do any of the following (either individually or in the xxxxegate): (i) amend or otherwise modify its Organizational Documents or alter, through merger, liquidation, reorganization, restructuring or in any other fashion, its structure or ownership; (ii) other than pursuant to Section 2.1, issue or sell, or authorize for issuance or sale, or grant any options or make other agreements, arrangements or understandings with respect to any of its membership interests, or any other of its securities, or alter any term of any of its outstanding securities or make any change in its outstanding membership interests or its capitalization, whether by reason of a reclassification, recapitalization, split or combination, exchange or readjustment of interests, dividend or otherwise; (iii) mortgage, pledge or grant any security interest in any of its assets, except (A) Permitted Liens Governmental Entities and Indigenous Groups having business relationships with the Coal Business and (B) security interests solely Coal Employees, in tangible personal property granted pursuant to any purchase money agreementeach case, conditional sales contract or capital lease under which, solely with respect to conditional sales contracts and capital leases, there exists an aggregate future liability not in excess of US$25,000.00 per contract or lease (which amount is not more than the purchase price for such personal property and which security interest does not extend to any other item or items of personal property); (iv) declare, set aside, make or pay any dividend or other distribution to any holder with respect to its membership interests or other securities; (v) redeem, purchase or otherwise acquire, directly or indirectly, any of its membership interests or other securities; (vi) increase the compensation of any of its non-executive employees, except in the ordinary course of business and in a commercially reasonable manner, or increase the compensation of any of its executive officers except as otherwise required under any existing agreement or plan; (vii) extend, terminate or modify any Material Contract or permit any renewal notice period or option period to lapse with respect to any Material Contract, except as required in the ordinary course of business, or for terminations of Material Contracts upon their expiration during such period in accordance with their terms; (viii) incur or assume any indebtedness or guarantee any obligation or the net worth of any Person, except for endorsements of negotiable instruments for collection in the ordinary course of business; (ix) incur any liability, debt or obligation (whether absolute, accrued, contingent or otherwise) to or of any Affiliate of RAML, or make any Affiliate Loans; (x) discharge or satisxx xny Lien other than those which are required to be discharged or satisfied during such period in accordance with their original terms; (xi) pay any material obligation or liability (absolute, accrued, contingent or otherwise), whether due or to become due, except for any current liabilities, and the current portion of any long term liabilities shown on the Financial Statements or incurred since June 30, 2006 in the ordinary course of business and in a commercially reasonable manner; (xii) sell, transfer, lease to others or otherwise dispose of any of its material properties or assets; (xiii) cancel, waive or compromise any debt or claim in excess of US$25,000.00; (xiv) make any loan or advance to any Person, other than travel and other similar routine advances to employees in the ordinary course of business and in a commercially reasonable manner; (xv) purchase or acquire any capital stock or other securities of any other corporation or any ownership interest in any other business enterprise or Person; (xvi) make any capital expenditures or capital additions or betterments in amounts which exceed US$25,000.00 in the aggregate (other than in connection with RAML remediation obligations); (xvii) change its method of accounting or its accounting principles or practices, including any policies or practices with respect to the establishment of reserves for work-in-process, inventory and accounts receivable, utilized in the preparation of the Financial Statements, other than as required by GAAP; (xviii) institute, compromise or settle any litigation or any legal, administrative or arbitration action or proceeding before any court or Governmental Entity relating to it or any of its properties or assets, including, without limitation, the Tronox Litigation, that involves a claim in excess of US$25,000.00; (xix) except as otherwise required in the ordinary course of business and in a commercially reasonable manner, (a) enter into any agreements, commitments or contracts for any real property leases, (b) terminate or close any facility or operation, or (c) surrender or diminish any leasehold interest in any real property; (xx) enter into any transaction with any Affiliate of RAML; (xxi) enter into any other agreements, commitments or xxxtracts, except those made in the ordinary course of business and in a commercially reasonable manner; or (xxii) enter into any agreement or commitment to do any of the foregoingOrdinary Course.

PRE-CLOSING COVENANTS OF THE PARTIES. 5.1 Conduct of the Business. SELLER agrees The Parties covenant and agree that, during the period from the Execution Date to date of this Agreement until the Closing, except Activeworlds and Subsidiary shall conduct their businesses as (i) contemplated by this Agreement, presently operated and solely in the Ancillary Documents or the Schedules hereto or thereto, (ii) required by applicable Law, or (iii) as otherwise consented to by BUYER (which consent shall not be unreasonably withheld, conditioned or delayed): (a) SELLER shallordinary course, and shall cause RAML toconsistent with such operation therewith: (i) conduct RAML's business in the usual and ordixxxx course and in a commerciaxxx xeasonable manner, without a material change to its operational policiesshall not amend their Certificate of Incorporation or Bylaws; (ii) use Commercially Reasonable Efforts to maintain and preserve RAML's businessshall not hire any employees or enter into any contracts or agreements for employment; (iii) maintain its existence in good standxxxshall not merge or consolidate with any other entity or acquire or agree to acquire any other entity; (iv) maintain in effect all its presently existing insurance coverage (or substantially equivalent insurance coverage)shall not sell, preserve its business organization substantially intact, use commercially reasonable efforts to keep the services of its present principal employees and preserve its present business relationships with material suppliers; (v) relative to employing and compensating RAML employees, (i) refrain from enhancing, extendingtransfer, or otherwixx amending or modifying, otherwise dispose of any Employee Benefit Plan currently in effect, and refrain from establishing any new Employee Benefit Plans, assets required for the operations of their respective businesses except in the ordinary course of business consistent with past practices or as necessary to comply with applicable Law; contemplated by this Agreement; (iiv) where necessaryshall not create, renew or extendincur, and otherwise maintain in effect, all insurance policies and contracts in effect as of the Execution Date, directly or indirectly, relating to any such Employee Benefit Plan; (iii) refrain from entering into any new employment or personal service or consulting agreement(s)assume, or extending guarantee any agreement(s) currently in effect, or entering into any separation agreement(s) or implementing any reduction-in-force program(s), indebtedness for money borrowed except as is reasonably necessary in the ordinary course of business; and (iv) except as required under any existing plan or agreement of RAML, refrain from paying any special or extraordinary bonuses, or xxxing create or suffer to exist any incentive compensation paymentsmortgage, Lien or other encumbrance on any of its assets, except those in existence on the date hereof or those granted pursuant to agreements in effect on the date of this Agreement; (vi) shall not make any capital expenditure or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to RAML or its business, surrender any right to claim a refund series of Taxes, xxxsent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to RAML or its business, or take any other similar action relating to xxx filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of RAML or its business for any period ending after the Closing Date or xxxxeasing any Tax attribute of RAML or its business existing on the Closing Date; (vii) in xxx Tronox Litigation, take all reasonable actions necessary to (i) meet all case deadlines and (ii) maintain and preserve all claims and defenses; and (viii) shall comply with all applicable Laws relating to maintaining the Water Rights in full force and effect. (b) In addition, SELLER will cause RAML not to do any of the following (either individually or in the xxxxegate): (i) amend or otherwise modify its Organizational Documents or alter, through merger, liquidation, reorganization, restructuring or in any other fashion, its structure or ownership; (ii) other than pursuant to Section 2.1, issue or sell, or authorize for issuance or sale, or grant any options or make other agreements, arrangements or understandings with respect to any of its membership interests, or any other of its securities, or alter any term of any of its outstanding securities or make any change in its outstanding membership interests or its capitalization, whether by reason of a reclassification, recapitalization, split or combination, exchange or readjustment of interests, dividend or otherwise; (iii) mortgage, pledge or grant any security interest in any of its assets, capital expenditures except (A) Permitted Liens and (B) security interests solely in tangible personal property granted pursuant to any purchase money agreement, conditional sales contract or capital lease under which, solely with respect to conditional sales contracts and capital leases, there exists an aggregate future liability not in excess of US$25,000.00 per contract or lease (which amount is not more than the purchase price for such personal property and which security interest does not extend to any other item or items of personal property); (iv) declare, set aside, make or pay any dividend or other distribution to any holder with respect to its membership interests or other securities; (v) redeem, purchase or otherwise acquire, directly or indirectly, any of its membership interests or other securities; (vi) increase the compensation of any of its non-executive employees, except in the ordinary course of business and in a commercially reasonable manner, or increase the compensation of any of its executive officers except as otherwise required under any existing agreement or plan; (vii) extend, terminate or modify any Material Contract or permit any renewal notice period or option period to lapse with respect to any Material Contract, except as required in the ordinary course of business, or for terminations of Material Contracts upon their expiration during such period in accordance with their terms; (viii) incur or assume any indebtedness or guarantee any obligation or the net worth of any Person, except for endorsements of negotiable instruments for collection in the ordinary course of business; (ixvii) incur shall not declare or pay any liability, debt or obligation (whether absolute, accrued, contingent or otherwise) to or of any Affiliate of RAML, dividends on or make any Affiliate Loansdistribution of any kind with respect to the Exchange Shares; (viii) shall maintain its facilities, assets and properties in reasonable repair, order and condition, reasonable wear and tear excepted; (ix) shall maintain in full force and effect all present insurance coverage of the types and in the amounts as are in effect as of the date of this Agreement; (x) discharge or satisxx xny Lien other than those which are required shall seek to be discharged or satisfied during such period in accordance preserve the present reputation and business organization of Activeworlds and Subsidiary and their relationship with their original termsclients and others having business dealings with them; (xi) pay shall not issue any material obligation additional shares or liability (absolute, accrued, contingent take any action affecting the capitalization of Activeworlds or otherwise), whether due or to become due, except for any current liabilities, and the current portion of any long term liabilities shown on the Financial Statements or incurred since June 30, 2006 in the ordinary course of business and in a commercially reasonable mannerSubsidiary; (xii) sell, transfer, lease to others or otherwise dispose of any of its material properties or assets; (xiii) cancel, waive or compromise any debt or claim in excess of US$25,000.00; (xiv) make any loan or advance to any Person, other than travel and other similar routine advances to employees in the ordinary course of business and in a shall use commercially reasonable mannerefforts to comply with and not be in default or violation under any law, regulation, decree or order applicable to their businesses, operations or assets where such violation would have a Material Adverse Effect; (xv) purchase or acquire any capital stock or other securities of any other corporation or any ownership interest in any other business enterprise or Person; (xvi) make any capital expenditures or capital additions or betterments in amounts which exceed US$25,000.00 in the aggregate (other than in connection with RAML remediation obligations); (xvii) change its method of accounting or its accounting principles or practices, including any policies or practices with respect to the establishment of reserves for work-in-process, inventory and accounts receivable, utilized in the preparation of the Financial Statements, other than as required by GAAP; (xviii) institute, compromise or settle any litigation or any legal, administrative or arbitration action or proceeding before any court or Governmental Entity relating to it or any of its properties or assets, including, without limitation, the Tronox Litigation, that involves a claim in excess of US$25,000.00; (xix) except as otherwise required in the ordinary course of business and in a commercially reasonable manner, (a) enter into any agreements, commitments or contracts for any real property leases, (b) terminate or close any facility or operation, or (c) surrender or diminish any leasehold interest in any real property; (xx) enter into any transaction with any Affiliate of RAML; (xxi) enter into any other agreements, commitments or xxxtracts, except those made in the ordinary course of business and in a commercially reasonable manner; or (xxii) enter into any agreement or commitment to do any of the foregoing.