Common use of Without limiting Section 6 Clause in Contracts

Without limiting Section 6. 1.1, during the Interim Period, except (x) as may be required by applicable Legal Requirements or as may be expressly required or contemplated by this Agreement (including the Reorganization or as described in Section 6.1.1 of the Disclosure Letter), or (y) with the consent in writing of the Buyer, the Seller shall ensure that none of the Target Group Members shall: (a) issue, grant, sell, transfer, encumber, or otherwise dispose of, permit an Encumbrance (other than Permitted Encumbrances) to be incurred on, redeem, acquire, or authorize the issuance, grant, sale, transfer, Encumbrance (other than Permitted Encumbrances) or other disposition of, redemption or acquisition of, any of its Capital Stock; (b) acquire (by merger, consolidation, acquisition of stock or assets, or otherwise) any corporation, partnership, or other business organization or Person or business or division thereof, other than investments on behalf of an Advisory Client in the ordinary course of business; (c) make any investment in another Person other than investments on behalf of an Advisory Client to conduct the Business in the ordinary course; (d) incur, issue, amend, extend or renew any Debt of the Target Group; (e) make any loans or advances to any Person other than loans on behalf of an Advisory Client to conduct the Business in the ordinary course, provided that, except for investments, loans and advances pursuant to Contracts, commitments and arrangements entered into before the Signing Date, any investment by a Target Group Member in a borrower with operations in the United States shall be considered outside of the ordinary course; (f) grant or permit any Encumbrance (other than Permitted Encumbrances) on any of their respective assets; (g) make or incur any capital expenditures or purchase obligations requiring payments following the Closing that cannot be canceled without financial penalty upon notice of 60 days or less; and (i) effect any recapitalization, reclassification, split, reverse split, subdivision or similar transaction with respect to any of its Capital Stock or (ii) declare, set aside or establish a record date with respect to any dividend or other distribution on or in respect of any of the Capital Stock that is payable after the Closing Date.

Without limiting Section 6. 1.1, during the Interim Period01(a), except (xi) as may be disclosed on the applicable subsection of Section 6.10(b) of the Seller Disclosure Schedules, (ii) as required by applicable Legal Requirements or Law, (iii) as may be expressly required or contemplated by the terms of this Agreement Agreement; (including the Reorganization or iv) as described in Section 6.1.1 part of the Disclosure Letter), any COVID-19 Measures; or (yv) with the consent for any actions expressly contemplated in writing of by the BuyerOperating Plan, from the date hereof until the Closing, the Seller Parties shall ensure that none cause the Company and Holding Sub not to, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed): (i) amend the Organizational Documents of the Target Group Members shall:Company or Holding Sub; (aii) issue, grant, sell, transfer, encumberlease, license, assign, encumber or otherwise dispose of any material assets, except (A) pursuant to any Contract set forth in Section 6.01(b)(ii) of the Seller Disclosure Schedules or (B) dispositions of vehicles, machinery and other equipment in the ordinary course of business, the value of which dispositions do not exceed $3,000,000, individually or in the aggregate; (iii) acquire the assets of any other Person, other than in the ordinary course of business consistent with past practice; (iv) (A) issue, sell, deliver, encumber or dispose of any shares of capital stock of or other interests in the Company, (B) issue, sell, deliver, encumber or dispose of or become a party to any subscriptions, warrants, rights, options, convertible securities or other Contracts or commitments of any kind relating to the capital stock of, permit or other interest in, the Company, or grant any profits interests or similar rights with respect thereto or (C) adjust, split, combine or reclassify any interests or other securities of the Company, or (D) make any other changes in the Company’s capital structure; (v) declare, issue, set aside or pay any dividend or make any in-kind distribution with respect to any of the QL Shares, other than cash distributions; (vi) (A) enter into any Contract that would have been a Material Contract if entered into prior to or as of the date hereof, (B) amend in any adverse respect or release, or waive or assign any rights under any Material Contract, or (C) terminate any Material Contract, other than any expiration of any such Material Contract in accordance with its terms; (vii) merge or consolidate with, purchase all or substantially all of the assets of or acquire all or a portion of the equity securities of any Person; (viii) adopt or change any accounting principles or the methods of applying such principles, except as required under GAAP or applicable Law; (ix) make, change or revoke any material Tax election, file any amended material Tax Return, enter into any closing agreement with respect to any material Tax, waive or extend any statute of limitation with respect to material Taxes, or settle or finally resolve any Tax liability, claim or assessment with respect to any such material Tax, except, in each case, in the ordinary course of business or as would not reasonably be expected to increase the liabilities for Taxes of the Company for a Post-Closing Tax Period; (x) adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, consolidation, recapitalization or other reorganization; or (xi) fail to maintain any material Company IP Registrations, other than Company IP Registrations identified for abandonment in Section 6.01(b)(xi) of the Seller Disclosure Schedules; (xii) become a party to, establish, adopt or enter into any collective bargaining or other labor union agreement; (xiii) commence or settle any legal proceeding, except for any such settlements that do not impose any equitable relief against the Company and do not involve any admission of wrongdoing by the Company, in each case, including, following the Closing, any Affiliates of the Company (including Buyer); (xiv) engage in any new line of business or discontinue or materially modify any existing line of business; (xv) except (i) as set forth in the Company’s 2021 budget for capital expenditures made available to Buyer and (ii) for any capital expenditures necessary to repair or prevent damage to any property of the Company in the event of an Encumbrance emergency situation or to address the consequences of any hurricane, superstorm, flood, tornado, earthquake or other natural disaster, or any other force majeure event, not make any capital expenditures in excess of $1,000,000 in the aggregate; (xvi) (A) hire or promote any employee who has (or would have) an annualized base compensation in excess of $200,000, or (B) terminate the employment of any employee who has an annualized base compensation in excess of $200,000, in each case, other than for cause; (xvii) except as set forth in the Company’s 2021 budget for payroll expenses (inclusive of compensation and benefits) made available to Buyer, (A) grant any increases in the compensation or benefits payable or to be provided to any current or former directors, officers, employees, or other service providers, except for increases in annual salary or wage rate in the ordinary course of business, consistent with past practice, to employees earning less than $200,000 in annualized base compensation, or as required by any existing Benefit Plan, (B) take any action to accelerate the vesting or lapsing of restrictions or payment, or fund or in any other way secure the payment, of compensation or benefits, (C) grant any new equity-based awards or amend or modify the terms of any outstanding equity-based awards, (D) pay or award, or commit to pay or award, any cash bonuses or cash incentive compensation, (E) pay or agree to pay to any current or former director, officer, employee or other service provider any pension, retirement allowance or other benefit not required by the terms of any Benefit Plan existing as of the date hereof, (F) enter into any new, or amend any existing, employment or severance or termination agreement with any current or former director, officer, employee or other service provider, or (G) establish any Benefit Plan which was not in existence prior to the date of this Agreement, or amend or terminate any Benefit Plan in existence on the date of this Agreement, other than de minimis administrative amendments that do not have the effect of enhancing any benefits thereunder or otherwise result in increased costs to the Company; (xviii) incur any Indebtedness of the type set forth in clauses (a), (b), (c), (d), (e) or (h) of the definition thereof or any Encumbrances (other than Permitted Encumbrances) to be incurred on, redeem, acquire, or authorize the issuance, grant, sale, transfer, Encumbrance (other than Permitted Encumbrances) or other disposition of, redemption or acquisition of, any of its Capital Stock;; or (bxix) acquire (by mergeragree or commit, consolidation, acquisition of stock or assets, whether in writing or otherwise) any corporation, partnership, or other business organization or Person or business or division thereof, other than investments on behalf of an Advisory Client in the ordinary course of business; (c) make any investment in another Person other than investments on behalf of an Advisory Client to conduct the Business in the ordinary course; (d) incur, issue, amend, extend or renew any Debt of the Target Group; (e) make any loans or advances to any Person other than loans on behalf of an Advisory Client to conduct the Business in the ordinary course, provided that, except for investments, loans and advances pursuant to Contracts, commitments and arrangements entered into before the Signing Date, any investment by a Target Group Member in a borrower with operations in the United States shall be considered outside of the ordinary course; (f) grant or permit any Encumbrance (other than Permitted Encumbrances) on any of their respective assets; (g) make or incur any capital expenditures or purchase obligations requiring payments following the Closing that cannot be canceled without financial penalty upon notice of 60 days or less; and (i) effect any recapitalization, reclassification, split, reverse split, subdivision or similar transaction with respect to any of its Capital Stock or (ii) declare, set aside or establish a record date with respect to any dividend or other distribution on or in respect of do any of the Capital Stock that is payable after the Closing Dateforegoing.

Without limiting Section 6. 1.11(a), during the Interim Periodand as an extension thereof, except as may be approved by Purchaser in advance in writing (which approval shall not be unreasonably withheld, conditioned or delayed) or as otherwise expressly required by, and set forth in this Agreement or as set forth on Schedule 6.1(b), the Seller Parties shall not, directly or indirectly, take any of the following actions from and after the date of this Agreement through the Closing: (i) sell, assign, license or transfer any of the Purchased Assets, other than non-exclusive licenses of Business Services in the Ordinary Course of Business; (ii) engage in or enter into any material transaction or commitment, or relinquish or waive any material right, in any case with respect to the Business, except in the Ordinary Course of Business or unless (x) as may such transaction or commitment would not reasonably be required by applicable Legal Requirements likely to impose material obligations or as may be expressly required restrictions on the Business or contemplated by this Agreement (including the Reorganization or as described in Section 6.1.1 of the Disclosure Letter), any Purchased Assets or (y) with all amounts paid in respect thereof are Excluded Liabilities or are paid or otherwise satisfied in full prior to the consent in writing Closing; (iii) cause or permit any modifications, amendments or changes to Seller’s Governing Documents; (iv) fail to pay any material obligation of the BuyerSeller or relating to the Business, except those obligations contested in good faith and for which proper reserves have been made; (v) amend, cancel or terminate any Business Permit, except as required by applicable Law; (vi) enter into, renew (except for autorenewals), amend, cancel, terminate or extend any Business Contracts except in the Ordinary Course of Business; (vii) settle or compromise any Proceeding relating to the Business, unless (A) such settlement or other action is not reasonably likely to impose material future restrictions or requirements on the Business or any Purchased Assets and (B) all amounts paid in respect thereof are Excluded Liabilities or are paid or otherwise satisfied in full prior to the Closing; (viii) change the accounting methods or practices of the Seller shall ensure that none (unless required by applicable Law); (ix) revalue any of the Target Group Members shall:Purchased Assets in any material manner, including without limitation, writing off notes or Accounts Receivable except in the Ordinary Course of Business, other than those for which reserves have been established; (ax) issuechange any assumptions underlying or methods of calculating any bad debt, grantcontingency or other reserves of the Seller Parties in any material manner, sellexcept changes that are generally applicable to Seller Parent; (xi) create or allow to exist any Encumbrance (except Permitted Encumbrances) against any of the Purchased Assets; (xii) cancel, transfer, encumber, or otherwise dispose of, permit an Encumbrance amend in any material way (other than Permitted Encumbrancesin connection with the addition of customers and suppliers to such insurance policies from time to time) to be incurred on, redeem, acquire, or authorize the issuance, grant, sale, transfer, Encumbrance renew (other than Permitted Encumbrancesautorenewals or renewals in the Ordinary Course of Business) or other disposition of, redemption or acquisition of, any insurance policy of its Capital StockSeller; (bxiii) (A) sell, license or otherwise transfer any Business Owned Intellectual Property to any Person (or enter into any Contract for the sale or license of any Business Owned Intellectual Property with any Person), other than non-exclusive licenses to Business Services entered into in the Ordinary Course of Business, (B) purchase or license any Intellectual Property from any Person (or enter into any Contract for the purchase or license of Intellectual Property with any Person) for the Seller or the Business, other than inbound “shrink-wrap” and similar generally available commercial binary code end-user licenses (but excluding licenses to Open Source Materials) for aggregate consideration of less than $20,000, (C) enter into a Contract with respect to the development of any Business Owned Intellectual Property or Business Services other than Contracts with Business Employees in the Ordinary Course of Business, or (D) materially change the pricing or royalties set or charged by Seller Parties for the Business Services to Business customers, end users or other licensees or in pricing or royalties set or charged by Persons who have licensed Intellectual Property Rights to Seller Parties (other than changes in pricing or royalties made in the Ordinary Course of Business); (xiv) fail to prosecute and maintain all Business Registered Intellectual Property, including paying any related fees when due; (xv) acquire (or agree to acquire by merger, consolidation, acquisition of stock merging or assetsconsolidating with, or otherwise) by purchasing any corporation, partnershipassets or equity securities of, or by any other manner, any business organization or any Person or business or division thereof, other than investments on behalf of an Advisory Client in each case with respect to Seller or the ordinary course of businessBusiness; (cxvi) make terminate the employment of, or change in any investment in another Person material respect the employment or compensation terms of, any Business Employee, other than investments on behalf of an Advisory Client to conduct the Business for cause, death or disability or as contemplated in the ordinary courseSection 6.10(a); (dxvii) incurhire or engage or offer to hire or engage any new employees for the Seller or the Business, issue, amend, extend or renew intentionally encourage any Debt of the Target GroupBusiness Employee to resign; (exviii) make any loans decrease, increase, promise to increase, or advances accelerate the compensation or benefits payable to or to become payable to any Person other than loans on behalf of an Advisory Client to conduct the Business in the ordinary course, provided thatEmployees, except for investmentsas required by applicable Law or existing Contract, loans and advances pursuant to Contracts, commitments and arrangements entered into before the Signing Date, any investment by a Target Group Member in a borrower with operations in the United States shall be considered outside of the ordinary courseunless such amounts payable are an Excluded Liability; (fxix) grant any severance, change of control, bonus or permit termination pay (in cash, equity or otherwise) to any Encumbrance (other than Permitted Encumbrances) Business Employee that will result in an Assumed Liability payable by Purchaser or its Affiliates on any of their respective assetsor following the Closing; (gxx) make or incur agree to make any capital expenditures bonus or purchase obligations requiring other incentive compensation payments to Business Employees that will result in an Assumed Liability payable by Purchaser or its Affiliates on or following the Closing that cannot be canceled without financial penalty upon notice of 60 days or lessClosing; and (i) effect any recapitalizationprovided, reclassificationhowever, splitthat, reverse split, subdivision or similar transaction with respect to any compensation, benefits or other payments under clauses (xviii), (xix) and (xx) of its Capital Stock this Section 6.1(b), the Seller Parties shall give Purchaser prompt written notice thereof and in no event shall the aggregate increased compensation, benefits or payments paid to Business Employees under clauses (iixviii), (xix) declareand (xx) of this Section 6.1(b) exceed $500,000; (xxi) increase rights to indemnification for any Business Employee; (xxii) make any representations or issue any communications to Business Employees that are inconsistent with this Agreement or the transactions contemplated hereby, set aside including any representations regarding offers or establish a record date transfer of employment from Purchaser; (xxiii) relocate any Business Employees or any Personal Property to real property other than the Leased Real Property, or relocate other employees into the Leased Real Property; (xxiv) enter into any lease, sublease, license or other occupancy agreement with respect to any dividend real property relating to the Business; (xxv) alter, amend or modify in any material respect or terminate any of the terms of any Real Property Lease for Leased Real Property occupied by Seller (it being understood that the foregoing shall not include any real property leased or used by other Seller Parties or Seller Affiliates primarily for the purpose of any business other than the Business, even if also used for the Business); (xxvi) accelerate or delay the payment of, or agree to any change in the payment terms of, any accounts payable or other distribution Liabilities or accounts receivable or notes payable (other than in connection with a good faith dispute), or do anything that would have the effect of causing the working capital position of the Business to be materially different than historical levels and trends; (xxvii) issue or agree to issue any refunds, credits, allowances or other concessions with customers with respect to amounts collected by or owed to the Seller Parties in connection with the Business, or waive or release any right or claim in connection with the Business (including any write-off or other compromise of any Account Receivable), except in the Ordinary Course of Business; (xxviii) apply for, negotiate or obtain a Tax ruling or pre-ruling on its own behalf or in respect on behalf of any of its shareholders relating to the Capital Stock Purchased Assets, the Business or the Business Employees that is payable after would affect the Closing DateBusiness or result in an Encumbrance on the Purchased Assets following the Asset Purchase, or (B) apply for, negotiate for or receive any Governmental Grant from any Governmental Authority; or (xxix) agree or commit to do any of the foregoing.

Without limiting Section 6. 1.15(a), during since the Interim Period, except Balance Sheet Date (x) neither Parent nor LendingTree, with respect to the Business, and (y) no Seller has: (i) other than in the ordinary course of the Business consistent with past practice, sold, leased (as may be lessor or lessee), transferred, abandoned or otherwise disposed of, licensed, mortgaged or pledged, or granted, incurred or suffered any Encumbrance (except for Permitted Encumbrances) on, any of its assets or properties, except for any asset which was obsolete; (ii) entered into, amended, canceled or terminated any Contract to which such Seller Party is a party, involving an annual commitment by or to any Seller Party of at least $50,000, other than in the ordinary course of the Business consistent with past practice (except as required by applicable Legal Requirements Law); (iii) entered into any Contract for the purchase, sale or lease (as may be expressly required lessor or contemplated by lessee) of real property (excluding for this Agreement (including purpose, real estate acquired following foreclosure in the Reorganization or as described in Section 6.1.1 ordinary course of the Disclosure LetterBusiness consistent with past practice), or exercised any option to extend a lease for real property; (iv) undertaken or entered into a Contract to undertake capital expenditures in excess of $150,000 individually or in the aggregate; (v) (A) instituted any increase in excess of $25,000 in the compensation of any employee, officer, director or consultant of such Seller Party or any other Business Employee (or any accrual for or commitment or agreement to make or pay the same) other than base salary increases in the ordinary course of the Business consistent with past practice (except as required by Law) required by existing agreements, (B) entered into any (x) agreement to pay any severance, change of control or termination pay to any of such Persons, or made any such payment other than as required by existing employment, severance or change of control agreements or by any Law, or (y) with other agreements the consent in writing benefits of which are contingent upon the Buyer, signing of this Agreement or the Seller shall ensure that none of the Target Group Members shall: (a) issue, grant, sell, transfer, encumberClosing, or otherwise dispose of, permit an Encumbrance (other than Permitted EncumbrancesC) to be incurred on, redeem, acquireinstituted any increase in or terminated any existing, or authorize the issuanceentered into or adopted any new, grant, sale, transfer, Encumbrance (Benefit Plans covering any employees of any Seller Party or any other than Permitted Encumbrances) or other disposition of, redemption or acquisition of, any of its Capital Stock; (b) acquire (by merger, consolidation, acquisition of stock or assets, or otherwise) any corporation, partnership, or other business organization or Person or business or division thereofBusiness Employees, other than investments on behalf of an Advisory Client in the ordinary course of businessthe Business consistent with past practice or as required to comply with Law; (cvi) make suffered any investment damage, destruction or casualty loss in another Person excess of $150,000 (whether or not covered by insurance); (vii) delayed or postponed the payment of accounts payable or other Liabilities, other than investments on behalf of an Advisory Client to conduct the Business in the ordinary coursecourse of the Business consistent with past practice (except as required by Law); (dviii) incur, issue, amend, extend accelerated or renew any Debt caused the acceleration of the Target Groupcollection or receipt of any accounts receivable, other than in the ordinary course of the Business consistent with past practice (except as required by Law); (eix) make created, incurred, assumed or guaranteed any loans or advances to any Person funded debt, other than loans on behalf of an Advisory Client to conduct the Business in the ordinary course, provided that, except for investments, loans and advances pursuant to Contracts, commitments and arrangements entered into before the Signing Date, any investment by a Target Group Member in a borrower with operations in the United States shall be considered outside course of the ordinary courseBusiness consistent with past practice (except as required by Law); (fx) grant canceled, compromised, waived or permit released any Encumbrance right or claim (other or series of related rights and claims) involving more than Permitted Encumbrances) on any of their respective assets$150,000; (gxi) make made any change in the accounting principles, methods, practices or incur any capital expenditures or purchase obligations requiring payments following policies applied in the Closing that cannot be canceled without financial penalty upon notice preparation of 60 days or less; and (i) effect any recapitalizationthe Financial Statements, reclassification, split, reverse split, subdivision or similar transaction including policies and practices with respect to loan loss obligations, unless such change was required by Law or GAAP; (xii) changed reserves by more than $1,000,000, including with respect to Mortgage Loan repurchases or Mortgage Loan-related indemnities; (xiii) settled or compromised any Action; (xiv) merged or consolidated with, or acquired all or a material portion of the assets or equity interests of, or otherwise acquired or made any equity investment in, any Person; (xv) granted any option or right to purchase its equity interests; issued or committed to issue any of its Capital Stock equity interests or any security convertible into or exchangeable for such equity interests; granted any registration rights; or purchased, redeemed, or retired any of its equity interests; (iixvi) declaremade any loan or advance to any employee, set aside officer, director, consultant, agent or establish a record date shareholder other than normal advances of reasonable business expenses that will be reimbursed in accordance with Sellers’ past practices prior to Closing; (xvii) transferred any Key Person or other Business Employee from the position he or she held as of the Balance Sheet Date, or reassigned any of the material duties of any Key Person or other Business Employee assigned to or otherwise performed by him or her as of the Balance Sheet Date, or received or given notice of the termination of employment of any Key Person or other Business Employee; (xviii) repurchased, or provided indemnification relating to, Mortgage Loans in excess of $1,000,000; (xix) filed any Tax Return with respect to the Business, the Acquired Assets, the Assumed Liabilities or any dividend Subsidiary inconsistent with past practice or, on any such Tax Return, taken any position, made any election, or other distribution on adopted any method that is inconsistent with positions taken, elections made or methods used in respect preparing or filing similar Tax Returns in prior periods (including positions, elections, or methods that would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Seller Parties are liable pursuant to Section 8.4(a)); or (xx) authorized, approved, agreed or committed to do any of the Capital Stock that is payable after the Closing Dateforegoing.

Without limiting Section 6. 1.1, during the Interim Period, except (x) as may be required by applicable Legal Requirements or as disclosed on Section 6.1.1 of the Disclosure Letter, with the prior written consent of the Buyer, or as may be expressly required or contemplated by any provision of this Agreement (including the Reorganization or as described in Section 6.1.1 of the Disclosure LetterReorganization), or (y) with the consent in writing of the Buyer, the Seller shall ensure that none of the Target Business Group Members Companies shall: (a) issueenter into any line of business unrelated in any material respect to the Business as conducted by the Business Group Companies as of the Signing Date; (b) adopt, grantor cause any Advisory Client to adopt, any amendments to its Organizational Documents; (c) adopt, or cause any Advisory Client to adopt, a plan or agreement of complete or partial liquidation, dissolution, or merger or otherwise consolidate, amalgamate, liquidate, merge, or engage in any similar transaction; (d) (i) sell, transfer, encumberlease, or otherwise dispose oflicense, offer to sell, abandon, assign, permit an Encumbrance (other than Permitted Encumbrances) to be incurred on, redeem, acquirepermit to lapse, or authorize otherwise dispose of any material Target Entity Intellectual Property or material Intellectual Property used in the issuance, grant, sale, transfer, Encumbrance Business (other than Permitted Encumbrances(A) items of Intellectual Property expiring at the end of their maximum statutory terms and (B) non-exclusive licenses of Intellectual Property granted by a Target Entity to its customers or other disposition of, redemption or acquisition of, any of its Capital Stock; (b) acquire (by merger, consolidation, acquisition of stock or assets, or otherwise) any corporation, partnership, or other business organization or Person or business or division thereof, other than investments on behalf of an Advisory Client contractors in the ordinary course of business), (ii) disclose any Trade Secrets used in the Business other than pursuant to an agreement or other binding obligation requiring each Person to whom the disclosure was made to maintain the confidentiality of such Trade Secrets and not use such Trade Secrets other than in connection with the Business, or (iii) make any material adverse change to (A) the operation and security of the Technology Systems or (B) the policies and procedures with respect to Personal Information relevant to the Business, except as required by (X) applicable Legal Requirements, or (Y) Data Security Requirements; (ce) make (i) cancel, amend, modify, terminate, or grant a waiver of any investment in another Person material rights (including any provision relating to fees or expenses) under any Material Contract or with respect to any of the Carry Units or Carried Interests related thereto, other than investments (A) terminations pursuant to the terms of any Material Contract as in effect on behalf the Signing Date or (B) cancellations, amendments, modifications, terminations or waivers in the ordinary course of an business, (ii) enter into any Contract that would satisfy the definition of Material Contract if in effect on the Signing Date or (iii) cause any Advisory Client thereof to conduct take any of the actions described in the foregoing clauses (i) and (ii); (f) increase the compensation or consulting fees, bonus, severance or termination pay or benefits payable or provided to any Continuing Employee, except as required by a Contract or Employee Plan, in each case, in effect as of the Signing Date and set forth in the Disclosure Letter, and except for increases to a Continuing Employee’s compensation of up to the lesser of (i) 10% of such Continuing Employee’s base salary and (ii) $20,000; (g) except as otherwise required by applicable Legal Requirements, negotiate, amend or modify, extend, or enter into any CBA, or recognize or certify any Union or group of employees as the bargaining representative for any employees; (h) implement or announce any employee layoffs, plant closings, reductions in force, furloughs, temporary layoffs, material salary or wage reductions, material work schedule changes or other such actions that would trigger any obligations under the WARN Act; (i) hire, engage, terminate (without cause), furlough or temporarily layoff any employee or other individual service provider of or to the Target Entities with annual compensation in excess of $250,000; (j) waive or release any (x) noncompetition, nonsolicitation or other restrictive covenant obligation in favor of any Business Group Company or Advisory Client, or (y) material nondisclosure, noninterference or nondisparagement obligation in favor of any Business Group Company or Advisory Client; (k) adopt, terminate, become a party to, commence participation in, or amend or modify any Target Entity Plan or any plan, program, arrangement, practice or agreement that would be a Target Entity Plan if it were in effect on the Signing Date, or accelerate the time of payment, vesting or funding of any compensation or benefits provided under any Target Entity Plan or other arrangement, in each case, in relation to the Business or any employee or individual independent contractor of any Business Group Company and except as required by applicable Legal Requirements or the terms of any Target Entity Plan; (l) grant any new awards, or amend or modify the terms of any outstanding awards to any Continuing Employee or individual independent contractor of any Business Group Company, under any Employee Plan; (m) (i) revoke or change any income or other material Tax election, adopt any material Tax election inconsistent with past practice, change any method of Tax accounting, (ii) prepare any Tax Returns in a manner which is materially inconsistent with the past practices of the applicable Target Group Members, Advisory Clients or any of their Affiliates with respect to the treatment of items on such Tax Returns, (iii) incur any material liability for Taxes other than in the ordinary course of business, (iv) file any amended Tax Return or claim for refund of Taxes, (v) consent to any extension or waiver of the limitation period applicable to any Action or assessment in respect of material Taxes payable by any Target Group Member, Advisory Client or any of their Affiliates (other than an extension in connection with extensions of the due date for filing Tax Returns), (vi) settle any claim relating to Taxes, or (vii) enter into any Contract with a Governmental Authority relating to Taxes of the Target Group Members, Advisory Clients or any of their Affiliates; (n) (i) change any accounting principles or practices from those employed in the preparation of the Financials except as required under the Accounting Principles or (ii) revalue any assets of any Target Group Member (including the write-off of accounts receivable) other than in the ordinary course; (do) incurrelease, issueassign, amendsettle or compromise any Action relating to any Target Group Member or Advisory Client in each case, extend (i) involving rights or renew payments (or related rights or payments) in excess of $250,000 in the aggregate, (ii) imposing material conditions on, or material changes or restrictions relating to the business or operations of any Debt Target Group Member or Advisory Client following the Closing, or (iii) responding to any material, non-routine inquiry of a Governmental Authority without providing the Target GroupBuyer reasonable advance notice of such proposed response and an opportunity to consult; (ep) make take any loans or advances action that would reasonably be expected to any Person other than loans on behalf of an Advisory Client to conduct the Business result in the ordinary course, provided that, except for investments, loans representations and advances pursuant warranties set forth in Section 4.12.2 not to Contracts, commitments be true and arrangements entered into before the Signing Date, any investment by a Target Group Member correct in a borrower with operations in the United States shall be considered outside all material respects as of the ordinary courseClosing; (fq) grant or permit change the fiscal year of any Encumbrance (other than Permitted Encumbrances) on any of their respective assets;Target Group Member; or (gr) make agree or incur any capital expenditures commit to take or purchase obligations requiring payments following the Closing that cannot be canceled without financial penalty upon notice of 60 days or less; and (i) effect any recapitalization, reclassification, split, reverse split, subdivision or similar transaction with respect to any of its Capital Stock or (ii) declare, set aside or establish a record date with respect to any dividend or other distribution on or in respect of otherwise cause any of the Capital Stock that is payable after the Closing Dateforegoing actions.