Certain Covenants and Agreements of Sellers and Purchaser. 5.1 CONDUCT AND MANAGEMENT OF THE COMPANY TO MARCH 31, 1998 (a) It is hereby agreed by the parties that until March 31, 1998: (i) Sellers in their capacity as executive directors and officers of the Companies will be responsible for the day-to-day management and conduct of the business of the Companies, which management and conduct shall be carried out in the ordinary and usual course and in accordance with customary practices and the business plan/ operating budget attached hereto as Exhibit C (the "Plan"); and (ii) None of Sellers will do or omit to do any act or thing which is likely to distort the operating results of the Companies; (b) If (x) Sellers in their capacity as executive directors and officers of the Companies do not manage and conduct the business of the Companies in the ordinary and usual course and in accordance with customary practices and the Plan; (y) Purchaser causes the business of the Companies to be managed and conducted other than in the ordinary and usual course and in accordance with customary practices and the Plan; or (z) Sellers, on the one hand, or Purchaser, on the other, do or omit to do any act or thing which distorts the operating results of the Companies; then in each case Standalone Operating Profit shall be adjusted as provided in and pursuant to the terms of Part C of Schedule 1.3.
Certain Covenants and Agreements of Sellers and Purchaser
