Common use of Regular Course of Business Clause in Contracts

Regular Course of Business. Each Seller Company shall (a) operate its business diligently and in good faith, consistent with past management practices; (b) maintain all of its properties in customary repair, order and condition, reasonable wear and tear excepted; (c) maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as expressly provided herein; (d) comply with the provisions of all Regulations and Orders applicable to such Seller Company and the conduct of the Business; (e) not cancel, release, waive or compromise any debt, Claim or right in its favor having a value in excess of $5,000 other than in connection with returns of inventory for credit or replacement in the ordinary course of business; (f) not alter the rate or basis of compensation of any of its officers, directors, managers or employees other than in the ordinary course of business consistent with past practice and immaterial in amount or otherwise adopt or modify any Benefit Plan; (g) maintain insurance coverage up to the Closing Date with the coverage and in the amounts set forth in Schedule 2.24 attached hereto; (h) maintain inventory, supplies and spare parts at customary operating levels consistent with current practices, and replace in accordance with past practice any inoperable, worn out or obsolete assets with modern assets of comparable quality; (i) maintain each Seller Company’s books, accounts and records in accordance with past custom and practice as used in the preparation of the Financial Statements; (j) maintain in full force and effect the existence of all Business Intellectual Property rights; (k) use its reasonable best efforts to preserve the goodwill and organization of the Business and its relationships with its customers, suppliers, employees and other Persons having business relations with it; (l) not take or omit to take any action that would require disclosure under Section 2, or that would otherwise result in a breach of any of the representations, warranties or covenants made by Parent or Seller Companies in this Agreement or in any of the agreements contemplated hereby; (m) not sell any of such Seller Company’s assets other than in the ordinary course of business; and (n) not take any action or omit to take any action which act or omission would reasonably be anticipated to have a Material Adverse Effect.

Regular Course of Business. Each Seller Company shall (a) The Company will operate its business in the ordinary course, diligently and in good faith, consistent with past management practices; (b) maintain all of its properties will not engage in customary repair, order and condition, reasonable wear and tear exceptedany significant or unusual transaction; (c) maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as expressly provided herein; (d) comply with the provisions of all Regulations and Orders applicable to such Seller Company and the conduct of the Business; (e) will not cancel, release, waive or compromise any debt, Claim claim or right in its favor having a value in excess of $5,000 other than in connection with returns of inventory for credit 10,000 individually or replacement $50,000 in the ordinary course of business; (f) not alter the rate or basis of compensation of any of its officers, directors, managers or employees other than in the ordinary course of business consistent with past practice and immaterial in amount or otherwise adopt or modify any Benefit Plan; (g) maintain insurance coverage up to the Closing Date with the coverage and in the amounts set forth in Schedule 2.24 attached hereto; (h) maintain inventory, supplies and spare parts at customary operating levels consistent with current practices, and replace in accordance with past practice any inoperable, worn out or obsolete assets with modern assets of comparable quality; (i) maintain each Seller Company’s books, accounts and records in accordance with past custom and practice as used in the preparation of the Financial Statements; (j) maintain in full force and effect the existence of all Business Intellectual Property rights; (k) use its reasonable best efforts to preserve the goodwill and organization of the Business and its relationships with its customers, suppliers, employees and other Persons having business relations with it; (l) not take or omit to take any action that would require disclosure under Section 2, or that would otherwise result in a breach of any of the representations, warranties or covenants made by Parent or Seller Companies in this Agreement or in any of the agreements contemplated hereby; (m) not sell any of such Seller Company’s assets aggregate other than in the ordinary course of business; and will maintain the current insurance coverage of the Company up to the Closing Date. (nb) not take Without limiting the generality of clause (a), until the Closing Date, without the prior written consent of Buyer, the Company and its subsidiaries will not: (i) do any action act or omit to take do any action which act, or permit any act or omission to act, which would reasonably be anticipated cause a material breach of any of the Contracts; (ii) sell, transfer, convey, assign or otherwise dispose of any assets with a fair market value in excess of $5,000 (without purchasing a replacement of the same or better quality and condition) other than for goods or inventory, including parts or supplies, sold or otherwise disposed of in the ordinary course of business and consistent with past practice; (iii) except for capital improvements, purchases and expenditures permitted by clause (iv), purchase, lease or otherwise acquire any assets, except for any such transaction less than $5,000 individually in value or $25,000 in the aggregate in value, except for services acquired in the ordinary course of business and consistent with past practice for the purpose of supporting ongoing sales activities; (iv) other than in the ordinary course of business and consistent with past practice, waive, release or cancel any claims against third parties for debts owing to it, or any rights which have a Material Adverse Effectvalue of $5,000 individually or $25,000 in the aggregate; (A) make any borrowing, incur any debt (other than trade payables in the ordinary course of business and consistent with past practice); (B) assume, guarantee, endorse (except for the negotiation or collection of negotiable instruments in the ordinary course of business and consistent with past practice) or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any other person; or (C) make any payment or repayment in respect of any indebtedness (other than trade payables and accrued expenses in the ordinary course of business and consistent with past practice); (vi) grant or permit the creation of any Lien, except Personal Property Permitted Liens and Real Property Permitted Liens, over any of the Purchased Assets; (vii) make any loan, advance or capital contribution to, or investment in, any other person other than in the ordinary course of business; (viii) enter into, adopt, amend or terminate any bonus, profit sharing, compensation, termination, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer, consultant (except with respect to termination of any consultants) or employee, or increase in any manner the compensation or fringe benefits of any director, officer, consultant or employee or pay any benefit not required by any existing plan and arrangement or enter into any Contract to do any of the foregoing; (ix) terminate the employment of any employee without cause; (x) pay any amount, perform any obligation or agree to pay any amount or perform any obligation, in settlement or compromise of any suits or claims of liability against the Company or any of its directors, officers, employees or agents; (xi) enter into any employment agreement or other Contract of any kind with any director, officer or employee of the Company; (xii) enter into any Contract with respect to any material modification or termination of any real property Lease; (xiii) issue any additional shares of capital stock or member interests; or (xiv) enter into any Contract to do any of the foregoing. (c) Without limiting the generality of clause (a), until the Closing Date, the Company shall use its commercially reasonable efforts to: (i) maintain all licenses and permits that are required for and material to the conduct of its business as currently conducted; (ii) maintain its books, accounts and records in the usual, regular and ordinary manner, and on a basis consistent with the Financial Statements and past practices; and (iii) duly comply in all material respects with all Laws and orders applicable to the Company or as may be required for the valid and effective consummation of the transactions contemplated herein. (d) The Company shall continue to carry their existing insurance policies applicable to periods up to the Closing Date and shall not allow any breach, default, termination or cancellation of such insurance policies or agreements to occur or exist.

Regular Course of Business. Each Seller Company shall shall, as to the Division and its employees, without the written consent of Purchaser, (a) operate its business the Division diligently and in good faith, consistent with past management practices; (b) maintain all of its properties in customary repair, order and condition, reasonable wear and tear excepted; (c) maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as expressly provided herein; (d) comply with the provisions of all Regulations and Orders applicable to such Seller Company and the conduct of the Businessbusiness of the Division; (e) not cancel, release, waive or compromise any debt, Claim or right in its favor having a value in excess of $5,000 50,000 individually or $200,000 in the aggregate, other than in connection with returns of inventory for credit or replacement in the ordinary course of businessbusiness consistent with past practice; (f) not alter the rate or basis of compensation of any of its officers, directors, managers directors or employees other than in the ordinary course of business consistent with past practice and immaterial in amount or otherwise adopt as required under any employment agreement or modify any Benefit Plancollective bargaining agreement; (g) maintain insurance coverage up to the Closing Date with the coverage and in the amounts set forth in Schedule 2.24 attached hereto; (h) maintain inventory, supplies and spare parts at customary operating levels consistent with current practices, and replace in accordance with past practice any inoperable, worn worn-out or obsolete assets with modern assets of comparable quality; (ih) maintain each Seller Company’s its books, accounts and records in accordance with past custom and practice as used in the preparation of the Financial Statements; (ji) maintain in full force and effect the existence of all Business Division Intellectual Property rightsand not license or assign any Division Intellectual Property except in the ordinary course of business consistent with past practice; (kj) use its reasonable best efforts to preserve the goodwill and organization of the Business Division and its relationships with its customers, suppliers, distributors, employees and other Persons having business relations with it; (lk) not take or omit to take any action that would require disclosure under Section 2Article III, or that would otherwise result in a breach of any of the representations, warranties or covenants made by Parent or Seller Companies in this Agreement or in any of the agreements contemplated hereby; (m) not sell any of such Seller Company’s assets other than in the ordinary course of business; and (nl) not take any action or omit to take any action which act or omission would reasonably be anticipated to have a Material Adverse Effect; (m) not permit any Lease or other Acquired Asset to be mortgaged, pledged, hypothecated, transferred or otherwise encumbered by any Lien (except for Permitted Liens); (n) not cancel or materially amend any insurance policy; (o) not settle or agree to settle any litigation, action or proceeding relating to the Division other than in the ordinary course of business consistent with past practices but not in any case involving amounts in excess of $50,000; (p) not change any of the accounting principles used by the Division unless required by GAAP or applicable Regulation; and (q) not sell, transfer, lease to others or otherwise dispose of or, assign any rights under, any of the Acquired Assets, except for inventory sold in the ordinary course of business.

Regular Course of Business. Each Seller Company The Corporations shall (a) operate its their business diligently and in good faith, consistent with past management practices; (b) maintain all of its their material properties in customary repair, order and condition, reasonable wear and tear excepted; (c) maintain (except for expiration due to lapse of time) all material leases and material Contracts in effect without change except as expressly provided herein; (d) comply in all material respects with the provisions of all Regulations and Orders applicable to such Seller Company the Corporations and the conduct of the Businesstheir business; (e) not cancel, release, waive or compromise any debt, Claim or right in its their favor having a value in excess of $5,000 50,000 other than in connection with returns of inventory for credit or replacement in the ordinary course of business; (f) not alter the rate or basis of compensation of any of its their officers, directors, managers directors or employees other than in the ordinary course of business consistent with past practice and immaterial in amount or otherwise adopt or modify any Benefit Planamount; (g) maintain insurance coverage up to the Closing Date with the coverage and in the amounts set forth in Schedule 2.24 attached 2.23 hereto; (h) maintain inventory, inventory and supplies and spare parts at customary operating levels consistent with current practices, and replace in accordance with past practice any inoperable, worn worn-out or obsolete assets with modern assets of comparable quality; (i) maintain each Seller Company’s their books, accounts and records in accordance with past custom and practice as used in the preparation of the Financial Statements; (j) maintain in full force and effect the existence of all Business Intellectual Property rightsCorporation Registered IP; (k) use its reasonable their commercial best efforts to preserve the goodwill and organization of the Business their business and its their relationships with its their customers, suppliers, employees and other Persons having business relations with itthem; (l) not take or omit to take any action that would require disclosure under Section 2Article II, or that would otherwise result in a breach of any of the representations, warranties or covenants made by Parent or Seller Companies the Corporations in this Agreement or in any of the agreements contemplated hereby; and (m) not sell any of such Seller Company’s assets other than in the ordinary course of business; and (n) not take any action or omit to take any action which act or omission would reasonably be anticipated to have a Material Adverse Effect.

Regular Course of Business. Each Seller Company shall (a) operate its business diligently and in good faith, consistent consis­tent with past management practices; (b) maintain all of its properties in customary repair, order and condition, reasonable wear and tear excepted; (c) maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as expressly provided herein; (d) comply with the provisions of all Regulations and Orders applicable appli­cable to such the Seller Company and the conduct of the Business; (e) not cancel, release, waive or compromise any debt, Claim or right in its favor having a value in excess of $5,000 25,000 individually or $50,000 in the aggregate, other than in connection with returns of inventory for credit or replacement in the ordinary course of business; (f) not alter the rate or basis of compensation compen­sation of any of its officers, directors, managers directors or employees other than in the ordinary course of business consistent with past practice and immaterial in amount or otherwise adopt or modify any Benefit Planpractice; (g) maintain insurance coverage up to the Closing Date with the coverage and in the amounts set forth in Schedule 2.24 attached 2.20 hereto; (h) maintain inventory, supplies and spare parts at customary operating levels consistent with current practices, and replace in accordance with past practice any inoperable, worn worn-out or obsolete assets with modern assets of comparable quality; ; (i) maintain each Seller Company’s its books, accounts and records in accordance with past custom and practice as used in the preparation of the Financial Statements; (j) maintain in full force and effect the existence of all Business Intellectual Property rights; (k) use its reasonable best efforts to preserve the goodwill and organization of the Business and its relationships with its customers, suppliers, employees and other Persons having business relations with it; (l) not take or omit to take any action that would require disclosure under Section 2Article II, or that would otherwise result in a breach of any of the representations, warranties or covenants made by Parent or the Seller Companies in this Agreement or in any of the agreements contemplated hereby; and (m) not sell any of such Seller Company’s assets other than in the ordinary course of business; and (n) not take any action or omit to take any action which act or omission would reasonably be anticipated to have a Material Adverse Effect.

Regular Course of Business. Each The Seller Company shall (a) not effect any material transaction involving the Seller that is not consistent with its past practices and operate its business diligently and in good faith, consistent with past management practicespractices and the Seller's current operating budget; (b) maintain all of its properties in customary repair, order and condition, reasonable wear and tear excepted; (c) maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as expressly provided herein; (d) comply with the provisions of all Regulations and Orders applicable to such the Seller Company and the conduct of the Business; (e) not cancel, release, waive or compromise any debt, Claim or right in its favor having a value in excess of $5,000 other than in connection with returns of inventory for credit or replacement in favor; (f) not make capital expenditures outside the ordinary course of business; (f) not alter the rate , or basis in excess of compensation of any of its officers, directors, managers or employees other than $25,000 in the ordinary course of business consistent with past practice and immaterial in amount or otherwise adopt or modify any Benefit Planaggregate; (g) maintain insurance coverage up to the Closing Date with the coverage and in the amounts set forth in Schedule 2.24 attached hereto; (h) maintain capital expenditures inventory, supplies and spare parts at customary operating levels consistent with current practices, and replace in accordance with past practice any inoperable, worn worn-out or obsolete assets with modern assets of comparable quality, in accordance with past practice; (h) not engage in the sale, transfer, assignment or other disposition of any of the Acquired Assets (other than the replacement of any inoperable, worn-out or obsolete assets with modern assets of comparable quality, in accordance with past practice); (i) maintain each Seller Company’s its books, accounts and records in accordance with past custom and practice as used in the preparation of the March Financial Statements; (j) maintain in full force and effect the existence of all Business Intellectual Property rights; (k) use its reasonable best efforts to preserve the goodwill and organization of the Business and its relationships with its customers, suppliers, employees and other Persons having business relations with it; (l) not enter into, amend, supplement, replace or otherwise modify any Contract with any Person, other than in the ordinary course of business and upon prior written notice to the Purchaser; (m) (notwithstanding (l) above) not enter into, amend, supplement, replace or otherwise modify any employment, consultant, or similar Contract with any Person; (m) not take or omit to take any action that would require disclosure under Section 2Article II, or that would otherwise result in a breach of any of the representations, warranties or covenants made by Parent or the Seller Companies in this Agreement or in any of the agreements contemplated hereby; (m) not sell any of such Seller Company’s assets other than in the ordinary course of business; and (n) not take any action or omit to take any action which act or omission would reasonably be anticipated to have a Material Adverse Effect.

Regular Course of Business. Each Seller Company shall shall: (a) operate its business Business diligently and in good faith, consistent with past management practices; provided, however, that Seller may repay any outstanding debt obligations set forth on Schedule 5.19 at any time prior to the Closing by the use of funds drawn against Seller's revolving line of credit with First Bank of Richmond; (b) maintain all of its properties in customary repair, order and condition, reasonable wear and tear excepted; (c) maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as expressly provided herein; (d) comply with the provisions of all Regulations and Orders applicable to such Seller Company and the conduct of the its Business; (e) not cancel, release, waive or compromise any debt, Claim or right in its favor having a value in excess of $5,000 other than in connection with returns of inventory for credit or replacement in the ordinary course of business; (f) not alter the rate or basis of compensation of any of its officers, directors, managers directors or employees other than in the ordinary course of business consistent with past practice and immaterial in amount or otherwise adopt or modify any Benefit Planamount; (g) maintain insurance coverage up to the Closing Date with the coverage and in the amounts set forth in Schedule 2.24 attached hereto; (h) maintain inventory, supplies and spare parts at customary operating levels consistent with current practices, and replace in accordance with past practice any inoperable, worn out or obsolete assets with modern assets of comparable quality; EXECUTION COPY (i) maintain each Seller Company’s its books, accounts and records in accordance with past custom and practice as used in the preparation of the Financial Statements; (j) maintain in full force and effect the existence of all Business Intellectual Property rightsRights; (k) use its reasonable best efforts to preserve the goodwill and organization of the its Business and its relationships with its customers, suppliers, employees and other Persons having business relations with it; (l) not take or omit to take any action that would require disclosure under Section 2Article 5, or that would otherwise result in a breach of any of the representations, warranties or covenants made by Parent Seller or Seller Companies the Shareholders in this Agreement or in any of the agreements contemplated hereby; (m) to the extent not sell already prohibited by this Article VII, not take any action specified in Section 5.6 or Section 5.29 of such Seller Company’s assets other than in this Agreement without the ordinary course prior written consent of businessParent or Buyer; and (n) not take any action or omit to take any action which act or omission would reasonably be anticipated to have a Material Adverse Effect.

Regular Course of Business. Each Seller Company shall Except as otherwise required by the terms of this Agreement, Sellers will promptly provide to Buyer a copy of all PLM SEC Reports and will:(i) not take or, if within Sellers' control, suffer or permit any action, which would render untrue any representations and warranties contained in this Agreement (aii) take any commercially reasonable action, in any one instance up to $10,000.00 and in a maximum aggregate of instances under this Agreement and the Partnerships Asset Purchase Agreement up to $250,000.00, to cure, to the extent capable of cure, any inaccuracy in any representation or warranty contained in this Agreement, (iii) operate its business diligently and in good faith, consistent with past management practices; (b) maintain all of its properties in customary repair, order and condition, reasonable wear and tear excepted; (c) maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as expressly provided herein; (d) comply with the provisions of all Regulations and Orders applicable to such Seller Company Acquired Assets and the conduct of Assumed Liabilities in the Business; ordinary and usual course, substantially in the same manner as heretofore operated, and (eiv) not cancelinstitute any new methods of purchase, releasesale, waive lease, management, accounting or compromise operation or engage in any debttransaction, Claim enter into any agreement or right in its favor having a value in excess of $5,000 other than in connection with returns of inventory for credit or replacement make any commitment that is not in the ordinary course of business; the business unless required by law. Without limiting the generality of the foregoing, except as otherwise contemplated by the terms of this Agreement, from the date hereof until the Closing, Sellers will: (fa) not alter maintain the rate or basis of compensation of any of its officers, directors, managers or employees other than in the ordinary course of business Acquired Assets consistent with past practice and immaterial in amount or otherwise adopt or modify any Benefit Planpractice; (gb) maintain insurance coverage up to the Closing Date with the coverage and in the amounts set forth in Schedule 2.24 attached hereto; (h) maintain inventory, supplies and spare parts at customary operating levels consistent with current practices, and replace in accordance with past practice any inoperable, worn out or obsolete assets with modern assets of comparable quality; (i) maintain each Seller Company’s books, accounts and records in accordance with past custom and practice as used in the preparation of the Financial Statements; (j) maintain keep in full force and effect effect, to the existence extent commercially reasonable, insurance comparable in amount and scope of all Business Intellectual Property rightscoverage to that now maintained; (kc) use its reasonable best efforts to preserve the goodwill and organization perform in all material respects all obligations under all material contracts of the Business and its relationships with its customers, suppliers, employees and other Persons having business relations with itnot defer necessary maintenance; (ld) not take or omit to take any action that would require disclosure under Section 2, or that would otherwise result in a breach maintain the books of any account and records and loss reserves of the representationsBusiness in the usual and regular manner, warranties or covenants made by Parent or Seller Companies in this Agreement or in any of the agreements contemplated hereby; (m) and not sell any of such Seller Company’s assets or encumber the Acquired Assets or the Assumed Liabilities other than in the ordinary course of business; (e) not, except with Buyer's consent which consent will not be unreasonably withheld, delayed or conditioned, approve any new individual capital expenditures in excess of $10,000.00 (excluding Purchase Order Transportation Equipment), incur any liability that would otherwise constitute any of the Assumed Liabilities (excluding Customer Equipment Leases) in excess of $10,000.00, transfer, encumber or otherwise deal with any of the Acquired Assets having a book value or fair market value in any one transaction in excess of $50,000.00, and vary the pricing schedule for Customer Equipment Leases other than in accordance with Sellers' past pricing practices and procedures; (f) comply in all material respects with all laws and regulations applicable to the Business; (g) maintain and protect all Intellectual Property Rights relating to the Business; and (nh) not take make, other than in the ordinary course of business, any action change in any benefit plan or omit compensation to take officers, directors or employees or adopt any action which act or omission would reasonably new benefit Plan relating to its employees who work primarily for the Business, provided that any change affecting any senior executive that is not of broad application to employees at large shall be anticipated deemed to have a Material Adverse Effectbe outside the ordinary course of business. Sellers may fill vacancies for positions as employees of the Business in the ordinary course of business other than with respect to senior executives.