Common use of Conduct of Business Pending the Closing Clause in Contracts

Conduct of Business Pending the Closing. 6.2.1 After the date of this Agreement and prior to the Closing, except: (i) as set forth on Schedule 6.2 hereto, (ii) as contemplated by this Agreement, (iii) as required by applicable Law or (iv) with the prior written consent of the Purchaser, the Sellers shall, and shall cause each Company and Subsidiary (except the Asset Sellers) and the Asset Sellers (with respect to the Acquired Business), respectively, to: 6.2.1.1 conduct the business of such Company or Subsidiary only in the ordinary course consistent with past practice; and 6.2.1.2 use reasonable efforts to (i) preserve the present business operations, organization (including, without limitation, management and the sales force) and goodwill of such Company and Subsidiary and (ii) preserve the present relationship with Persons having business dealings with such Company or Subsidiary. 6.2.2 After the date of this Agreement and prior to the Closing, except as (i) set forth on Schedule 6.2 hereto, (ii) contemplated by this Agreement, (iii) required by applicable Law or (iv) with the prior written consent of the Purchaser, the Sellers shall not, and no Company or Subsidiary (except the Asset Sellers) and no Asset Seller (with respect to the Acquired Business), shall: 6.2.2.1 declare, set aside, make or pay any dividend or other distribution in respect of the capital stock of such Company or Subsidiary or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock or other securities, or other ownership interests in, the Company or Subsidiary; 6.2.2.2 transfer, issue, sell or dispose of any shares of capital stock or other securities of such Company or Subsidiary or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of such Company or Subsidiary; 6.2.2.3 effect any recapitalization, reclassification, stock split or like change in the capitalization of such Company or Subsidiary; 6.2.2.4 amend the articles of incorporation or bylaws or comparable organizational documents of such Company or Subsidiary; 6.2.2.5 except for trade payables and for indebtedness for borrowed money incurred in the ordinary course of business and consistent with past practice, borrow monies for any reason or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other Person; 6.2.2.6 subject to any Lien (except for Liens that do not materially impair the use of the property subject thereto in the business as presently conducted and Permitted Exceptions) any of the properties or assets (whether tangible or intangible) of such Company or Subsidiary; 6.2.2.7 acquire any properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of the properties or assets (except for fair consideration in the ordinary course of business consistent with past practice) of such Company or Subsidiary for which the aggregate consideration paid or payable in any individual transaction is in excess of One Hundred Thousand Dollars ($100,000); 6.2.2.8 permit such Company or Subsidiary to enter into or agree to enter into any merger or consolidation with any corporation or other entity; 6.2.2.9 license, transfer, convey, assign or otherwise transfer any Fasco Intellectual Property; 6.2.2.10 increase in any manner the compensation of any of Company's or Subsidiary's directors, officers, employees or consultants or enter into, establish, amend or terminate any Company Plan other than (A) as required pursuant to the terms of a Company Plan in effect on the date of this Agreement and (B) increases in salaries, wages or benefits of employees in the ordinary course of business consistent with past practice; or 6.2.2.11 agree to take any action prohibited by this Section 6.2.

Conduct of Business Pending the Closing. 6.2.1 9.3.1 After the date of this Agreement and prior to the Closing, except: (i) as set forth on contemplated in Schedule 6.2 9.2 hereto, (ii) as contemplated by this Agreement, (iii) as required by applicable Law or (iv) with the prior written consent of the Purchaser, the Sellers Seller shall, and shall cause TCH and each Company and Subsidiary (except the Asset Sellers) and the Asset Sellers (with respect to the Acquired Business)Subsidiary, respectively, to: 6.2.1.1 9.3.1.1 conduct the business Business of TCH or such Company or Subsidiary only in the ordinary course consistent with past practice; and 6.2.1.2 9.3.1.2 use reasonable efforts to (i) preserve the present business Business operations, organization (including, without limitation, management and the sales force) and goodwill of TCH and such Company and Subsidiary and (ii) preserve the present relationship with Persons having business dealings with TCH or such Company or Subsidiary. 6.2.2 9.3.2 After the date of this Agreement and prior to the Closing, except as (i) set forth on as contemplated in Schedule 6.2 9.2 hereto, (ii) contemplated by this Agreement, (iii) required by applicable Law Law; (iv) undertaken in connection with the Restructuring or any refinancing in the ordinary course of business; or (ivv) with the prior written consent of the Purchaser, which shall not be unreasonably withheld, the Sellers Seller shall not, and no Company or neither TCH nor any Subsidiary (except the Asset Sellers) and no Asset Seller (with respect to the Acquired Business), shall: 6.2.2.1 9.3.2.1 declare, set aside, make or pay any dividend or other distribution in respect of the capital stock or other equity or ownership interests of TCH or such Company or Subsidiary or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock or other securities, or other ownership interests in, the Company TCH or Subsidiary; 6.2.2.2 9.3.2.2 transfer, issue, sell sell, deliver, pledge, grant or dispose of any shares of capital stock or other securities or equity interest of TCH or such Company or Subsidiary or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities or other equity interest of TCH or such Company or Subsidiary; 6.2.2.3 9.3.2.3 effect any recapitalization, reclassification, stock split or like change in the capitalization of TCH or such Company or Subsidiary; 6.2.2.4 9.3.2.4 amend the articles certificate of incorporation or bylaws or comparable organizational documents of TCH or such Company or Subsidiary; 6.2.2.5 9.3.2.5 except for trade payables and for indebtedness Indebtedness for borrowed money incurred in the ordinary course of business and consistent with past practice, borrow monies for any reason or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other Person; 6.2.2.6 9.3.2.6 subject to any Lien (except for Liens that do not materially impair the use of the property subject thereto in the business Business as presently conducted and Permitted Exceptions) any of the properties or assets (whether tangible or intangible) of TCH or such Company or Subsidiary; 6.2.2.7 9.3.2.7 acquire any properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of the properties or assets (except for fair consideration in the ordinary course of business consistent with past practice) of TCH or such Company or Subsidiary for which the aggregate consideration paid or payable in any individual transaction is in excess of One Hundred Thousand Dollars ($100,000); 6.2.2.8 permit such Company 9.3.2.8 adopt a plan or Subsidiary to enter into agreement of, or agree to resolutions providing for or authorizing, complete or partial liquidation, dissolution, merger, consolidation, restructuring or other reorganization; 9.3.2.9 enter into any merger transaction or consolidation with any corporation Contract involving the expenditure of more than One Hundred Thousand Dollars ($100,000) or other entity; 6.2.2.9 license, transfer, convey, assign or otherwise transfer any Fasco Intellectual Property; 6.2.2.10 increase in any manner the compensation of any of Company's or Subsidiary's directors, officers, employees or consultants or enter into, establish, amend or terminate any Company Plan conduct its business other than (A) as required pursuant to the terms of a Company Plan in effect on the date of this Agreement and (B) increases in salaries, wages or benefits of employees in the ordinary course of business consistent with past practice; 9.3.2.10 make any material change in accounting or Tax reporting principles, methods or policies; 9.3.2.11 make or commit any capital expenditures or capital additions or betterments in excess of Two Hundred Fifty Thousand Dollars ($250,000) other than in the ordinary course of business; 9.3.2.12 institute or settle any Legal Proceedings in which equitable relief is sought or in which claimed damages exceed Two Hundred Fifty Thousand Dollars ($250,000), it being understood and agreed by the parties that Seller shall have the right in its sole and uncontrolled discretion to litigate and/or settle the JCI Litigation in whatever manner it deems appropriate; 9.3.2.13 increase the compensation payable or to become payable to any Employee, except for hourly or non-officer salaried employees made in the ordinary course of business, consistent with past practices nor any other change in any written employment Contract; 9.3.2.14 establish or amend any benefit plan implemented or to be implemented by TCH or any Subsidiary; 9.3.2.15 make any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to the Seller or any Affiliate of Seller other than in the ordinary course of business consistent with past practice; 9.3.2.16 cancel or compromise any debt or claim with a value, individually or in the aggregate, exceeding One Hundred Thousand Dollars ($100,000) or amend, cancel, terminate, relinquish, waive or release any Contract or right involving the expenditure of more than One Hundred Thousand Dollars ($100,000); or 6.2.2.11 9.3.2.17 agree to take any action prohibited by this Section 6.29.2.

Conduct of Business Pending the Closing. 6.2.1 After the date of this Agreement and prior to the Closing, except: (i) as set forth on Schedule 6.2 hereto, (ii) as contemplated by this Agreement, (iii) as required by applicable Law or (iv) with the prior written consent of the Purchaser, the Sellers shall, and shall cause each Company and Subsidiary (except the Asset Sellers) and the Asset Sellers (with respect to the Acquired Business), respectively, to: 6.2.1.1 conduct Conduct the business of such Company or Subsidiary only in the ordinary course consistent with past practice; and 6.2.1.2 use Use reasonable efforts to (i) preserve the present business operations, organization (including, without limitation, management and the sales force) and goodwill of such Company and Subsidiary and (ii) preserve the present relationship with Persons having business dealings with such Company or Subsidiary. 6.2.2 After the date of this Agreement and prior to the Closing, except as (i) set forth on Schedule 6.2 hereto, (ii) contemplated by this Agreement, (iii) required by applicable Law or (iv) with the prior written consent of the Purchaser, the Sellers shall not, and no Company or Subsidiary (except the Asset Sellers) and no Asset Seller (with respect to the Acquired Business), shall: 6.2.2.1 declareDeclare, set aside, make or pay any dividend or other distribution in respect of the capital stock of such Company or Subsidiary or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock or other securities, or other ownership interests in, the Company or Subsidiary; 6.2.2.2 transferTransfer, issue, sell or dispose of any shares of capital stock or other securities of such Company or Subsidiary or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of such Company or Subsidiary; 6.2.2.3 effect Effect any recapitalization, reclassification, stock split or like change in the capitalization of such Company or Subsidiary; 6.2.2.4 amend Amend the articles of incorporation or bylaws or comparable organizational documents of such Company or Subsidiary; 6.2.2.5 except Except for trade payables and for indebtedness for borrowed money incurred in the ordinary course of business and consistent with past practice, borrow monies for any reason or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other Person; 6.2.2.6 subject Subject to any Lien (except for Liens that do not materially impair the use of the property subject thereto in the business as presently conducted and Permitted Exceptions) any of the properties or assets (whether tangible or intangible) of such Company or Subsidiary; 6.2.2.7 acquire Acquire any properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of the properties or assets (except for fair consideration in the ordinary course of business consistent with past practice) of such Company or Subsidiary for which the aggregate consideration paid or payable in any individual transaction is in excess of One Hundred Thousand Dollars ($100,000); 6.2.2.8 permit Permit such Company or Subsidiary to enter into or agree to enter into any merger or consolidation with any corporation or other entity; 6.2.2.9 licenseLicense, transfer, convey, assign or otherwise transfer any Fasco Intellectual Property; 6.2.2.10 increase Increase in any manner the compensation of any of Company's ’s or Subsidiary's ’s directors, officers, employees or consultants or enter into, establish, amend or terminate any Company Plan other than (A) as required pursuant to the terms of a Company Plan in effect on the date of this Agreement and (B) increases in salaries, wages or benefits of employees in the ordinary course of business consistent with past practice; or 6.2.2.11 agree Agree to take any action prohibited by this Section 6.2.

Conduct of Business Pending the Closing. 6.2.1 After (a) During the date of this Agreement and prior to the ClosingInterim Period, except: except (i) as set forth on Schedule 6.2 heretoexpressly required by this Agreement, (ii) as contemplated by this Agreement, set forth in Section 5.2 of the Disclosure Schedule or (iii) as required by applicable Law or (iv) with the prior written consent of the PurchaserBuyer, the Sellers Seller shall, and shall cause each Company and Subsidiary Entity to, (except the Asset SellersA) and the Asset Sellers (with respect to the Acquired Business), respectively, to: 6.2.1.1 conduct the business of such Company or Subsidiary only Business, in the ordinary course course, consistent with past practice; and 6.2.1.2 practice and (B) use its reasonable best efforts to (i) preserve intact each Company Entity’s current business organization, the present business operations, organization (including, without limitation, management services of their partners and the sales force) employees and relations and goodwill of such Company with suppliers, customers, landlords, sublandlords and Subsidiary and (ii) preserve the present relationship with other Persons having the business dealings relationships with such each Company or SubsidiaryEntity. 6.2.2 After (b) Without limiting the date generality of this Agreement and prior to the Closingforegoing, during the Interim Period, except (x) as (i) set forth on Schedule 6.2 hereto, (ii) contemplated expressly required by this Agreement, (iiiy) required by applicable Law as set forth in Section 5.2 of the Disclosure Schedule or (ivz) with the prior written consent of the PurchaserBuyer, the Sellers Seller shall notcause each Company Entity not to, and no Company directly or Subsidiary indirectly: (except the Asset Sellersi) and no Asset Seller incur or guarantee any Indebtedness (with respect other than amounts owed to the Acquired Businesslenders under the Financing Agreement); (ii) grant, permit, create, impose or suffer to exist any Lien (other than Permitted Liens) on any of its assets, including Company Intellectual Property, or the Equity Securities; (iii) dispose of (whether by merger, consolidation, acquisition of stock or assets or otherwise), shall:or otherwise transfer, sell, mortgage, encumber, pledge, lease or license, or make subject to any Lien (other than the Permitted Liens), directly or indirectly, any material properties or assets, including Company Intellectual Property, other than pursuant to existing Contracts set forth on Section 5.2(b)(iii) of the Disclosure Schedules; 6.2.2.1 (iv) issue, sell, authorize, transfer, pledge, encumber, dispose of, grant or authorize the sale, issuance, transfer, pledge, encumbrance, disposal of or grant of any of the Equity Securities of any Company Entity; (v) acquire (whether by merger, consolidation, acquisition of stock or asset or otherwise), directly or indirectly, any material assets, other than pursuant to existing Contracts set forth on Section 5.2(b)(v) of the Disclosure Schedules; (vi) make any loans, advances or capital contributions to, or material investments in, any other Person; (vii) declare, accrue, set aside, make aside or pay any dividend or other distribution distribution; (viii) effect or become a party to any merger, consolidation, share exchange, business combination, amalgamation, recapitalization, reclassification of shares, stock split, reverse stock split, division or subdivision of shares, consolidation of shares or similar transaction; (A) amend, voluntarily terminate (partially or completely), grant a material waiver under, cancel or take any action that constitutes a breach (with or without notice, the lapse of time or both) of any Material Contract or (B) enter into or assume any Contract that would have constituted a Material Contract had it been in respect effect as of the capital stock date hereof; (x) amend, voluntarily terminate (partially or completely), grant a material waiver under, cancel or take any action that constitutes a breach (with or without notice, the lapse of such Company time or Subsidiary or repurchaseboth) of: (A) any Real Property Lease; (B) any agreement containing (i) a “most favored nation”, redeem or otherwise acquire any outstanding shares of the capital stock “most favored customer”, “most favored supplier”, exclusivity or other securitiessimilar provision, or other ownership interests in, (ii) “take or pay” provision (committing a Person to buy a minimum quantity of goods or services provided by another Person) or “requirements” provisions (committing a Person to provide the Company quantity of goods or Subsidiaryservices required by another Person); 6.2.2.2 transfer(C) any Contract that constitutes an agreement of guarantee or assumption or any similar commitment with respect to the obligations or liabilities (whether accrued, issueabsolute, sell or dispose of any shares of capital stock or other securities of such Company or Subsidiary or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of such Company or Subsidiary; 6.2.2.3 effect any recapitalization, reclassification, stock split or like change in the capitalization of such Company or Subsidiary; 6.2.2.4 amend the articles of incorporation or bylaws or comparable organizational documents of such Company or Subsidiary; 6.2.2.5 except for trade payables and for indebtedness for borrowed money incurred in the ordinary course of business and consistent with past practice, borrow monies for any reason or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other Person; 6.2.2.6 subject (D) any Contract that constitutes a collective bargaining agreement or other arrangement with any unions or similar employee representatives; and (E) any agreement involving any resolution or settlement of any actual or threatened Proceeding or other dispute that imposes continuing obligations on any Company Entity. (xi) (A) make or change any Tax election, adopt or change any method of Tax accounting, (B) enter into any material closing agreement with respect to Taxes or settle any Lien material Tax claim or assessment, (C) file any amended Tax Return with respect to a material amount of Taxes, (D) extend or waive the application of any statute of limitations regarding the assessment or collection of any material Tax (except for Liens that do not materially impair with respect to the use of the property subject thereto routine extensions in the business as presently conducted and Permitted Exceptionsordinary course of business), (E) apply for or pursue any material Tax ruling, or (F) execute any powers of the properties or assets (whether tangible or intangible) attorney in respect of such Company or Subsidiaryany material Tax matter; 6.2.2.7 acquire (xii) make any properties change to its accounting principles or assets practices, except as required by contemporaneous changes in GAAP or sell, assign, transfer, convey, lease or otherwise dispose of any of the properties or assets applicable Law; (except for fair consideration xiii) other than in the ordinary course of business consistent with past practice) practices, including ordinary course promotions and annual increases of such Company base salary and the payment of bonuses, or Subsidiary for which as required by the aggregate consideration paid or payable in any individual transaction is in excess of One Hundred Thousand Dollars ($100,000); 6.2.2.8 permit such Company or Subsidiary to enter into or agree to enter into any merger or consolidation with any corporation or other entity; 6.2.2.9 license, transfer, convey, assign or otherwise transfer any Fasco Intellectual Property; 6.2.2.10 increase in any manner the compensation terms and provisions of any of Company's Benefit Plan or Subsidiary's directorsContract, officers(i) establish, employees or consultants or adopt, enter into, establish, materially amend or terminate any Company Benefit Plan or (ii) increase the aggregate compensation, bonus or other benefits payable or provided to any Employee; (xiv) purchase any Equity Securities of any Person other than (A) as required pursuant to the terms of a another Company Plan in effect on the date of this Agreement and (B) increases in salariesEntity, wages except for short-term investments or benefits of employees cash equivalents made in the ordinary course of business consistent with past practices; (xv) make or incur any Capital Expenditure or commitments with respect to Capital Expenditures aggregating more than $100,000; (xvi) adopt a plan, agreement or resolution providing for complete or partial liquidation, dissolution, bankruptcy, restructuring, recapitalization or other reorganization of any of the Company Entities; (xvii) settle any threatened or pending legal Proceeding against any of the Company Entities (to the extent relating to any of the Company Entities) other than any monetary settlement only not in excess of $50,000; (xviii) form any Subsidiary to enter into any partnership, joint venture or similar relationship in which any Equity Securities of another Person is acquired by any of the Company Entities; (xix) other than in the ordinary course of business, consistent with past practice, incur any indemnification obligations; (xx) accelerate the collection of accounts receivable or delay the payment of accounts payable (other than delays as a result of disputes with respect to any account payable initiated by the payee thereof); (xxi) amend or modify (whether by merger, consolidation or otherwise) or permit the adoption of any amendments to its Organizational Documents; (xxii) make any payment or transfer of funds, cash or any other asset (A) to any Company Affiliate in excess of $150,000, in the aggregate, in any 30-day period from and after the date of this Agreement, or (B) to any other Person outside of the ordinary course of business pursuant to any Contract in effect as of the date hereof and provided to the Buyer; or 6.2.2.11 (xxiii) agree or commit to take do any action prohibited by of the foregoing. (c) Nothing contained in this Section 6.2Agreement will give the Buyer, directly or indirectly, rights to control or direct the business or operations of any Company Entity prior to the Closing.

Conduct of Business Pending the Closing. 6.2.1 After the date of this Agreement and prior (a) Prior to the Closing, except: (i) as set forth on Schedule 6.2 7.2 hereto, (ii) as contemplated by this Agreement, the other Seller Documents or the Other Invensys Documents, (iii) as required by applicable Law Law, (iv) in connection with the transactions contemplated by Section 7.13 or (ivv) with the prior written consent of the Purchaser, the Sellers shall, and shall cause each Company and Subsidiary (except the Asset Sellers) Companies and the Asset Sellers Subsidiaries to (with respect to the Acquired Business), respectively, to: 6.2.1.1 A) conduct the business respective businesses of such Company or Subsidiary the Companies and the Subsidiaries only in the ordinary course of business consistent with past practice; and 6.2.1.2 practice and (B) use commercially reasonable efforts to (i) preserve the present business operations, organization (including, without limitation, management management, employees, agents and the sales force) and goodwill of such Company the Companies and Subsidiary the Subsidiaries and (ii) preserve the present relationship with Persons having business dealings with such Company or Subsidiarythe Companies and the Subsidiaries including, without limitation, suppliers, customers, landlords and creditors. 6.2.2 After the date of this Agreement and prior (b) Prior to the Closing, except as (i) as set forth on Schedule 6.2 7.2 hereto, (ii) as contemplated by this Agreement, the other Seller Documents or the Other Invensys Documents, (iii) as required by applicable Law Law, (iv) in connection with the transactions contemplated by Section 7.13 or (ivv) with the prior written consent of the Purchaser, the Sellers shall not, and no Company or Subsidiary (except shall cause the Asset Sellers) Companies and no Asset Seller (with respect to the Acquired Business), shallSubsidiaries not to: 6.2.2.1 (i) except as set forth on Schedule 4.10, declare, set aside, make or pay any dividend or other distribution in respect of the capital stock of such Company the Companies or Subsidiary the Subsidiaries or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock or other securities, or other ownership interests in, the Company Companies or Subsidiaryany Subsidiaries; 6.2.2.2 (ii) transfer, issue, sell or dispose of any shares of capital stock or other securities of such any Company or any Subsidiary or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of such any Company or any Subsidiary; 6.2.2.3 (iii) effect any recapitalization, reclassification, stock split or like change in the capitalization of such any Company or any Subsidiary; 6.2.2.4 (iv) amend the articles certificate of incorporation or bylaws by-laws (or comparable organizational documents instruments) of such any Company or any Subsidiary; 6.2.2.5 (v) except for trade payables and for indebtedness for borrowed money incurred actions in the ordinary course of business and consistent with past practice, borrow monies for any reason or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other Person; 6.2.2.6 (vi) subject to any Lien that will not be removed at or prior to Closing (except for Liens that do not materially impair the use of the property subject thereto in the business as presently conducted and Permitted Exceptions) any of the properties or assets (whether tangible or intangible) of such any Company or any Subsidiary; 6.2.2.7 (vii) acquire any properties properties, assets or assets equity interests or sell, assign, transfer, convey, lease or otherwise dispose of any of the properties or assets (except for fair consideration in the ordinary course of business consistent with past practice) of such any Company or Subsidiary for which the aggregate consideration paid or payable in any individual transaction is in excess of One Seven Hundred Fifty Thousand Dollars ($100,000750,000); 6.2.2.8 permit such (viii) (A) grant any material increase in the aggregate compensation of officers and directors of any Company or any Subsidiary or make any general uniform increase in the compensation of employees of the Companies or any Subsidiaries outside the ordinary course of business consistent with past practice, except as required by Contracts existing on the Audited Balance Sheet Date or pursuant to and consistent with existing plans or programs, that have been disclosed to Purchaser, (B) grant any material bonus, benefit or other direct or indirect compensation to any employee, director or consultant of any Company or Subsidiary, except as required by Contracts existing on the Audited Balance Sheet Date that have been disclosed to Purchaser, or (C) enter into any severance, termination, retention, deferred compensation, bonus or other incentive compensation, profit sharing, stock option, stock appreciation right, restricted stock, stock equivalent, stock purchase, pension, retirement, medical, hospitalization, life or other insurance or other employee benefit plan for the benefit of the officers, directors, and/or employees of any Company or any Subsidiary; (ix) except for transfers of cash pursuant to normal cash management practices, permit any Company or any Subsidiary to make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with Invensys, any Seller or any Affiliate of any Seller or Invensys; (x) permit any Company or any Subsidiary to enter into or agree to enter into any merger or consolidation with any corporation or other entity; 6.2.2.9 license(xi) with respect to any Company or Subsidiary, transfersettle or compromise any Tax Claim, convey, assign or otherwise transfer any Fasco Intellectual Property; 6.2.2.10 increase waive or extend the statute of limitations in any manner the compensation respect of any Taxes without the consent of Company's or Subsidiary's directorsPurchaser, officers, employees or consultants or enter into, establish, amend or terminate any Company Plan other than unless (A) as in each case doing so would not have a material adverse effect on Purchaser, the Companies and the Subsidiaries or is required pursuant to the terms by Law or (B) such settlement or compromise of a Tax Claim would reduce or limit, or have the effect of reducing or limiting, the use of any net operating losses, net capital losses or other Tax benefits that are attributable to any Pre-Closing Tax Period and that may be allocated to any Company Plan in or any Subsidiary and such settlement or compromise would not otherwise have a material adverse effect on the date Purchaser, the Companies and the Subsidiaries; (xii) make or rescind any express or deemed election relating to Taxes of this Agreement any Company or any Subsidiary if doing so would be inconsistent with past practice, unless doing so would not have a material adverse effect on the Purchaser, the Companies and the Subsidiaries or would be required by applicable Law; (Bxiii) increases file or cause to be filed any amended Tax Return with respect to any Company or any Subsidiary or file or cause to be filed any claim for refund of Taxes or amend or cause to be amended any payment of Taxes paid by or on behalf of any Company or any Subsidiary if, in salarieseach case, wages doing so would have a material adverse effect on the Purchaser, the Companies and the Subsidiaries; (xiv) prepare or benefits file any Tax Return of employees any Company or any Subsidiary inconsistent with past practice in preparing or filing similar Tax Returns in prior periods, except to the extent required by Law; (xv) except in the ordinary course of business consistent or as would not constitute a Company Material Adverse Effect, modify, amend, terminate or fail to renew (to the extent such contract or agreement can be unilaterally renewed any Company or any Subsidiary) any contract or agreement to which any Company or any Subsidiary is a party, or waive, release or assign any material rights or claims thereunder; (xvi) settle or compromise any pending or threatened litigation, except for settlements involving the payment of money and not any equitable relief, which would not, individually or in the aggregate, exceed Seven Hundred Fifty Thousand Dollars ($750,000); (xvii) make any material changes in the type or amount of its insurance coverage; (xviii) adopt or amend any collective bargaining or other labor agreement (with past practicerespect to this item Purchaser will not unreasonably withhold, delay or condition its consent); orand 6.2.2.11 (xix) agree to take any action prohibited by this Section 6.27.2.

Conduct of Business Pending the Closing. 6.2.1 After the date of this Agreement and prior (a) Prior to the Closing, except: unless the Parties shall otherwise agree in writing (i) which agreement shall be deemed made if given by the Chief Executive Officer, Chief Operating Officer or Chief Financial Officer of the Parties), or as set forth on Schedule 6.2 hereto, (ii) as otherwise expressly contemplated by this Agreement, (iii) as required by applicable Law or (iv) with the prior written consent of the Purchaser, the Sellers shall, Purchaser shall conduct its business and Spray Ventures shall cause each the Company and Subsidiary (except the Asset Sellers) and the Asset Sellers (with respect Group to the Acquired Business)conduct their businesses, respectively, to: 6.2.1.1 conduct the business of such Company or Subsidiary only in the ordinary and usual course consistent with past practice; and 6.2.1.2 , and the Purchaser shall and Spray Ventures shall cause the Company Group to use reasonable their best efforts to (i) maintain their respective assets in substantially their current state of repair, preserve the intact their present business operationsorganization, organization (including, without limitation, management keep available the services of their present officers and the sales force) Key Purchaser Employees and the Key Company Employees, respectively, and preserve their existing business relationships and goodwill with customers, suppliers, independent contractors, employees and other Persons material to the operation of such Company and Subsidiary and (ii) preserve their businesses. Without limiting the present relationship with Persons having business dealings with such Company or Subsidiary. 6.2.2 After generality of the date of this Agreement and foregoing, prior to the Closing, except as (i) set forth on Schedule 6.2 hereto, (ii) contemplated by this Agreement, (iii) required by applicable Law or (iv) with Closing the prior written consent of the Purchaser, the Sellers Purchaser shall not, and no shall not permit any Purchaser Subsidiary, and Spray Ventures shall not permit the Company or any Company Subsidiary to: (i) except the Asset Sellers) and no Asset Seller (with respect to the Acquired Business)extent the Purchaser takes such actions to facilitate and effect the Closing hereunder and the public offering, shall: 6.2.2.1 (1) amend its memorandum of association, articles of association, articles of incorporation, by-laws or other organizational documents, (2) split, combine or reclassify any shares of its outstanding capital stock, (3) declare, set aside, make aside or pay any dividend or other distribution payable in respect of the capital cash, stock of such Company or Subsidiary property, or repurchase, (4) directly or indirectly redeem or otherwise acquire any outstanding shares of its capital stock; (ii) except to the extent the Purchaser takes such actions to facilitate and effect the Closing hereunder and the public offering, authorize for issuance, issue or sell, deliver or agree to issue or sell any shares of, or rights to acquire or convertible into any shares of, its capital stock (whether through the issuance or other securities, or other ownership interests in, the Company or Subsidiary; 6.2.2.2 transfer, issue, sell or dispose granting of any shares of capital stock or other securities of such Company or Subsidiary or grant options, warrants, calls convertible or other exchangeable securities, commitments, subscriptions, rights to purchase or otherwise), or amend any of the terms of any such capital stock; (iii) (1) merge, combine or consolidate with another entity, (2) acquire or purchase an equity interest in or a substantial portion of the assets of another corporation, partnership or other business organization or otherwise acquire shares any assets outside the ordinary course of business and consistent with past practice or otherwise enter into any material contract, commitment or transaction outside the capital stock ordinary course of business and consistent with past practice or other securities (3) sell, lease, license, waive, release, transfer, encumber or otherwise dispose of such Company or Subsidiary; 6.2.2.3 effect any recapitalization, reclassification, stock split or like change in the capitalization of such Company or Subsidiary; 6.2.2.4 amend the articles of incorporation or bylaws or comparable organizational documents of such Company or Subsidiary; 6.2.2.5 except for trade payables and for indebtedness for borrowed money incurred in its material assets outside the ordinary course of business and consistent with past practice; (iv) (1) incur, borrow monies for assume or prepay any reason indebtedness or draw down on any line other liabilities in excess of credit or debt obligation$100,000 individually, or become in excess of $500,000 in the guarantoraggregate, suretyin the case of the Purchaser Group, endorser or SEK 784,000 individually, or in excess of SEK 3,920,000 in the aggregate, in the case of the Company Group, (other than trade payables), (2) assume, guarantee, endorse or otherwise become liable for any debtor responsible (whether directly, obligation or liability (contingent contingently or otherwise) for the obligations of any other Person or (3) make any loans, gifts, advances or capital contributions to, or investments in, any other Person; 6.2.2.6 subject to (v) pay, satisfy, discharge or settle any Lien claim, liabilities or obligations (except for Liens that do not materially impair absolute, accrued, contingent or otherwise) against the use Company Group or the Purchaser Group, as the case may be, or any of its directors, officers, employees or agents in excess of $100,000 individually, or in excess of $500,000 in the aggregate, in the case of the property subject thereto Purchaser Group, or SEK 784,000 individually, or in excess of SEK 3,920,000 in the business as presently conducted and Permitted Exceptions) any aggregate, in the case of the properties or assets (whether tangible or intangible) of such Company or SubsidiaryGroup; 6.2.2.7 acquire (vi) modify or amend, or waive any properties benefit of, any non- competition agreement to which the Company Group or assets the Purchaser Group, as the case may be, is a party; (vii) authorize or sellmake capital expenditures in excess of $100,000 individually, assignor in excess of $500,000 in the aggregate, transfer, convey, lease or otherwise dispose of any in the case of the properties Purchaser Group, or assets SEK 784,000 individually, or in excess of SEK 3,920,000 in the aggregate, in the case of the Company Group; (except for fair consideration viii) permit any insurance policy naming the Company Group or the Purchaser Group, as the case may be, as a beneficiary or a loss payee to be cancelled or terminated other than in the ordinary course of business consistent with past practicebusiness; (ix) of except to the extent the Purchaser takes such Company actions to facilitate and effect the closing hereunder and the public offering, (1) adopt, enter into, terminate or Subsidiary for which the aggregate consideration paid or payable amend in any individual transaction is in excess of One Hundred Thousand Dollars ($100,000); 6.2.2.8 permit such Company or Subsidiary to enter into or agree to enter into material respect any merger or consolidation with any corporation plan, trust, fund, agreement or other entity; 6.2.2.9 licensearrangement for the current or future benefit or welfare of any director, transferofficer or employee, convey, assign or otherwise transfer any Fasco Intellectual Property; 6.2.2.10 (2) increase in any manner the compensation or fringe benefits of, or pay any bonus to, any director, officer or employee or (3) take any action to fund or in any other way secure, or to accelerate or otherwise remove restrictions with respect to, the payment of compensation or benefits under any of Company's or Subsidiary's directorsemployee plan, officersagreement, employees or consultants or enter intocontract, establish, amend or terminate any Company Plan arrangement other than (A) as required pursuant to the terms of a Company Plan in effect on the date of this Agreement and (B) increases in salaries, wages or benefits of employees in the ordinary course of business consistent business; (x) take any action that would fail to preserve and protect the Proprietary Assets; (xi) make any material change in its accounting or tax policies or procedures; (xii) make any Tax elections or settle or compromise any tax liability or waive or extend the statute of limitations in respect of any such taxes; (xiii) make any payments to or authorize any transaction with past practiceany Affiliate, except in the ordinary course of business; (xiv) take any action, or enter into or authorize any contract or transaction, other than in the ordinary course of business; (xv) waive, release or cancel any claims against third parties or debts owing to it, or any rights which have any value; (xvi) terminate, modify, amend or otherwise alter or change any of the terms or provisions of any Material Contract in any material respect; or 6.2.2.11 agree (xvii) enter into any contract, agreement, commitment or arrangement with respect to take any action prohibited by of the foregoing. (b) Until the Closing or the termination of this Section 6.2Agreement, the Purchaser shall not, and shall not permit any Purchaser Subsidiary, and Spray Ventures shall not permit the Company or any Company Subsidiary to make any new commitment that will be binding on the Purchaser Company at the Closing or following the Closing to pay any salary or bonus to any employee, except for regular compensation and bonuses (and regular increases thereof) payable in accordance with past practices. (c) Prior to the Closing, the Purchaser and Spray Ventures shall prepare and file on a timely basis all Tax returns of the Purchaser Group and the Company Group, respectively, which are required to be filed after the date hereof and prior to the Closing and shall pay or shall cause the Company to pay (or establish appropriate reserves in accordance with prior practice), as the case may be, all Taxes due with respect to the income and operations of the Purchaser Group and the Company Group, respectively, with respect to such period. All such Tax returns shall be accurately and completely prepared in full compliance with all applicable legal requirements.

Conduct of Business Pending the Closing. 6.2.1 After the date of this Agreement and prior Prior to the Closing, except: (i) as set forth on Schedule 6.2 hereto, (ii) as contemplated by this Agreement, (iii) as required by applicable Law or (iv) with the prior written consent of the Purchaser, the Sellers shall, and shall cause each Company and Subsidiary (except the Asset Sellers) Companies and the Asset Sellers (with respect to the Acquired Business), respectively, Subsidiaries to: 6.2.1.1 conduct the business respective businesses of such Company or Subsidiary the Companies and the Subsidiaries only in the ordinary course consistent with past practice; and 6.2.1.2 use reasonable efforts to (i) preserve the present business operations, organization (including, without limitation, management and the sales force) and goodwill of such Company the Companies and Subsidiary the Subsidiaries and (ii) preserve the present relationship with Persons having business dealings with such Company or Subsidiarythe Companies and the Subsidiaries. 6.2.2 After the date of this Agreement and prior Prior to the Closing, except as (i) as set forth on Schedule 6.2 hereto, (ii) as contemplated by this Agreement, (iii) as required by applicable Law or (iv) with the prior written consent of the Purchaser, the Sellers shall not, and no Company or Subsidiary (except shall cause the Asset Sellers) Companies and no Asset Seller (with respect to the Acquired Business), shallSubsidiaries not to: 6.2.2.1 declare, set aside, make or pay any dividend or other distribution in respect of the capital stock of such Company the Companies or Subsidiary the Subsidiaries or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock or other securities, or other ownership interests in, the Company Companies or Subsidiaryany Subsidiaries; 6.2.2.2 transfer, issue, sell or dispose of any shares of capital stock or other securities of such Company any Company, any Subsidiary or Subsidiary any Rexnord Affiliate or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of such Company any Company, any Subsidiary or Subsidiaryany Rexnord Affiliate; 6.2.2.3 effect any recapitalization, reclassification, stock split or like change in the capitalization of such any Company or any Subsidiary; 6.2.2.4 amend the articles certificate of incorporation or bylaws by-laws (or comparable organizational documents instruments) of such any Company or any Subsidiary; 6.2.2.5 except for trade payables and for indebtedness for borrowed money incurred in the ordinary course of business and consistent with past practicepractice under existing lines of credit, borrow monies for any reason or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other Person; 6.2.2.6 subject to any Lien (except for Liens that do not materially impair the use of the property subject thereto in the business as presently conducted and Permitted Exceptions) any of the properties or assets (whether tangible or intangible) of such any Company or Subsidiary; 6.2.2.7 acquire any properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of the properties or assets (except for inventory and obsolete equipment sold for fair consideration in the ordinary course of business consistent with past practice) of such any Company or Subsidiary for which the aggregate consideration paid or payable in any individual transaction is in excess of One Two Hundred Thousand Dollars ($100,000)200,000) or which involve Invensys or its Affiliates (other than a Company or a Subsidiary) and are not entered into on an arms' length basis; 6.2.2.8 permit such any Company or any Subsidiary to enter into or agree to enter into any merger or consolidation with any corporation or other entity; 6.2.2.9 license, transfer, convey, assign (i) adopt any new Company Plan or otherwise transfer amend any Fasco Intellectual Property; 6.2.2.10 increase existing Company Plan in any manner material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable Law, (ii) increase any compensation, except for (A) normal increases in salaries in the compensation ordinary and usual course of any business or (B) the payment of Company's cash bonuses to employees pursuant to and consistent with existing plans or Subsidiary's directorsprograms, officers, employees or consultants or (iii) enter into, establish, amend or terminate any Company Plan employment, severance, termination, non-competition, non-solicitation or confidentiality or similar agreement other than (A) as required pursuant to the terms employment agreements with any employee hired by any Company or any Subsidiary that does not involve annual compensation in excess of a Company Plan in effect on the date of this Agreement $100,000 and (B) increases termination of employment agreements related to any employee receiving less than $100,000 in salariesannual compensation in the ordinary course of business; 6.2.2.10 make any Tax election or settle any material Tax controversy if the election or settlement pertains to any Company or any Subsidiary, wages in each such case, if doing so could reasonably be expected to have an adverse effect on any of the Companies, the Subsidiaries or benefits Purchaser for taxable periods beginning after the Closing Date or the portion of any Straddle Period that begins after the Closing Date; 6.2.2.11 enter into, extend, materially modify, terminate or renew any Material Contract, except in the ordinary course of business; 6.2.2.12 permit any Company or any Subsidiary to make any loans to any Person, other than (i) advances to employees in the ordinary course of business consistent and (ii) transactions among or between any Seller or its Affiliates, any Company or any Subsidiary conducted in the ordinary course of business; 6.2.2.13 change the accounting methods or practices followed by any Company or any Subsidiary, except as required by U.S. GAAP; 6.2.2.14 fail to pay its accounts payable in accordance with past practiceits customary business practices or take any action to materially accelerate the collection of accounts receivable outside of the ordinary course of business; 6.2.2.15 fail to make capital expenditures in accordance with the Capital Expenditure Budget; 6.2.2.16 permit any Company or any Subsidiary to (a) extend or maintain credit, arrange for the extension of credit or renew any extension of credit, in each case, to or for any director or executive officer or (b) make any material modification to any term of any extension of credit to or for any director or executive officer; or 6.2.2.11 6.2.2.17 agree to take any action prohibited by this Section 6.2. 6.2.3 The parties hereto acknowledge and agree that Sellers desire to implement a Cash Extraction Plan (as defined below) prior to Closing. Between the date hereof and the Closing, Purchaser and Sellers shall negotiate in good faith to agree upon the precise terms of a Cash Extraction Plan and the manner of implementing such Cash Extraction Plan and shall cooperate with one another to implement such Cash Extraction Plan so long as the manner of implementing the Cash Extraction Plan is reasonably acceptable to Purchaser and Sellers. The parties agree that (i) so long as the terms of the Cash Extraction Plan and the manner of implementing the Cash Extraction Plan are reasonably acceptable to Purchaser and Sellers, the implementation of the Cash Extraction Plan shall not constitute a violation of Section 6.2 and (ii) Sellers shall not take any action to implement the Cash Extraction Plan (or any other plan designed to achieve the same objectives or purposes as the Cash Extraction Plan) unless such action is disclosed to and approved by Purchaser. The term "Cash Extraction Plan" means a plan developed by Sellers to reduce the debt balances of the Companies and Subsidiaries and to cause cash and cash on hand held by the Companies and the Subsidiaries to be (i) distributed or loaned to Sellers, the Companies or Subsidiaries, (ii) applied to the repayment of Indebtedness, (iii) loaned or distributed by one Company or Subsidiary to another Company or Subsidiary or (iv) contributed by one Company or Subsidiary to another Company or Subsidiary all with the purpose of reducing the cash and debt balances of the Companies and Subsidiaries in a tax efficient manner.

Conduct of Business Pending the Closing. 6.2.1 After (a) From the date of this Agreement and prior to hereof until the Closing, except: except (i) as set forth on Schedule 6.2 hereto7.3(a), (ii) as contemplated required by this Agreementapplicable Law, (iii) as required otherwise expressly contemplated by applicable Law this Agreement or (iv) with the prior written consent of the PurchaserRMG, the Sellers Company shall, and shall cause each Company and Subsidiary (except the Asset Sellers) and the Asset Sellers (with respect to the Acquired Business), respectively, its Subsidiaries to: 6.2.1.1 (i) conduct the business respective businesses of such the Company or Subsidiary and its Subsidiaries only in the ordinary course consistent with past practiceOrdinary Course of Business; and 6.2.1.2 (ii) use its commercially reasonable efforts to (iA) preserve the present business operations, organization (including, without limitation, management and the sales force) and goodwill of such the Company and Subsidiary its Subsidiaries, and (iiB) preserve the present relationship relationships with Persons having business dealings with such customers, suppliers, licensors and licensees of the Company or Subsidiaryand its Subsidiaries. 6.2.2 After (b) Without limiting the date generality of this Agreement and prior to the Closingforegoing, except (w) as (i) set forth on Schedule 6.2 hereto7.3(b), (iix) as required by applicable Law, (y) as otherwise expressly contemplated by this Agreement, (iii) required by applicable Law Agreement or (ivz) with the prior written consent of the PurchaserRMG, the Sellers Company shall not, and no Company or Subsidiary (except the Asset Sellers) and no Asset Seller (with respect to the Acquired Business), shallshall not permit its Subsidiaries to: 6.2.2.1 declare, set aside, make or pay any dividend or other distribution in respect of the capital stock of such Company or Subsidiary or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock or other securities, or other ownership interests in, the Company or Subsidiary; 6.2.2.2 transfer, issue, sell or dispose of any shares of capital stock or other securities of such Company or Subsidiary or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of such Company or Subsidiary; 6.2.2.3 (i) (A) effect any recapitalization, reclassification, stock split reclassification or like change in the capitalization of such the Company or Subsidiary; 6.2.2.4 amend the articles any of incorporation its Subsidiaries; (B) declare or bylaws or comparable organizational documents of such Company or Subsidiary; 6.2.2.5 except for trade payables and for indebtedness for borrowed money incurred in the ordinary course of business and consistent with past practice, borrow monies for any reason or draw down on any line of credit or debt obligationpay dividends on, or become make other distributions in respect of, any of its capital stock; (C) issue or authorize the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) issuance of any other Personsecurities in respect of, in lieu of or in substitution for shares of its capital stock; or (D) repurchase, redeem or otherwise acquire, or modify or amend, any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; 6.2.2.6 (ii) issue, deliver, sell, pledge or encumber, or authorize, propose or agree to the issuance, delivery, sale, pledge or encumbrance of, any shares of capital stock or any other security (or any right to acquire such capital stock or other security, including options) of the Company or any of its Subsidiaries, other than the issuance of Company Shares upon the exercise of Company Options for cash; (iii) amend or modify any of the Company Organizational Documents or the Subsidiary Organizational Documents; (iv) (A) increase the compensation, bonuses or benefits of any director, officer or any other employee, or consultant, other than annual salary increases in the Ordinary Course of Business at the regularly scheduled times (provided, that (1) the aggregate dollar amount of such increases for the calendar year 2007 shall not exceed 105% of the corresponding amount for the calendar year 2006, (2) in the case of incentive bonuses, the aggregate dollar amount of such bonuses for calendar year 2007 shall not exceed 105% of the amount paid for calendar year 2006, and (3) the Company may increase incentive bonuses for calendar year 2006 only in accordance with Section 7.23), (B) adopt any new stock plan or employee benefit plan or any amendment to an existing Stock Plan or other benefit plan other than as required by applicable Law or the express terms of this Agreement, or amend or modify the Company’s Sales Commission Plan, Sales Management Bonus Plan or 2006 Annual Incentive Compensation Plan, other than as required by applicable Law, (C) enter into any Contract with any current director, officer or employee, other than to extend the term of a current Contract with such director, officer or employee upon the expiration of the current term in the Ordinary Course of Business as may be necessary to comply with applicable statutory requirements (provided, that the Company shall be permitted in any event to extend its employment agreement with ▇▇▇▇ ▇▇▇▇▇▇▇▇ for a single period of thirty (30) days or less), (D) enter into any consulting Contract with any consultant providing for payments in excess of $100,000 in the aggregate, (E) accelerate the payment of compensation or benefits to any director, officer, employee or consultant except as required by applicable Law, agreements in effect as of the date of this Agreement or the express terms of this Agreement, (F) enter into any employment, severance, retention or change of control Contract with any employee or other service provider of the Company or any of its Subsidiaries, other than to extend the term of a current Contract with such director, officer or employee upon the expiration of the current term in the Ordinary Course of Business as may be necessary to comply with applicable statutory requirements (provided, that the Company shall be permitted in any event to extend its employment agreement with ▇▇▇▇ ▇▇▇▇▇▇▇▇ for a single period of thirty (30) days or less), or (G) settle the matter identified in item 3 of Schedule 7.3(b) for an amount in excess of the holdback as contemplated by the IRRC Agreement (as defined therein); (A) subject to any Lien (except for Liens that do not materially impair the use of the property subject thereto in the business as presently conducted and Permitted Exceptions) any of the properties or assets (whether tangible or intangible) of such the Company or Subsidiary; 6.2.2.7 any of its Subsidiaries, except for Permitted Exceptions, (B) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business, (C) otherwise incur any additional Indebtedness or guarantee any such Indebtedness of another Person, (D) otherwise incur any Indebtedness for borrowed money or guarantee any such Indebtedness for borrowed money of another Person, issue or sell any debt securities or warrants or other rights to acquire any properties debt securities of the Company or assets any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or sellother agreement to maintain any financial statement condition of another Person, assigngrant any Lien for Indebtedness for borrowed money to any Person, transfer, convey, lease or otherwise dispose (E) enter into any arrangement having the economic effect of any of the properties or assets foregoing; (except vi) enter into any commitment for fair consideration capital expenditures of the Company and its Subsidiaries in excess of $100,000 for any individual commitment and $500,000 for all commitments in the ordinary course aggregate, or incur any capital, operating or other such cost or expense, in each case, other than in the Ordinary Course of business Business, including for capitalized software development consistent with past practice) of such Company or Subsidiary for which the aggregate consideration paid or payable in any individual transaction is in excess of One Hundred Thousand Dollars ($100,000); 6.2.2.8 permit such Company or Subsidiary to (vii) enter into or agree to enter into any merger or consolidation with any corporation Person, or acquire the securities or a substantial portion of the assets of any Person; (viii) sell, lease, exclusively license or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its assets (including capital stock of Subsidiaries of the Company), other than in the Ordinary Course of Business; (ix) discharge or satisfy any Lien in excess of $100,000 or pay any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the Ordinary Course of Business; (x) remove any part or all of the Security Deposits; (xi) waive any rights or claims of material value, whether or not in the Ordinary Course of Business; (xii) change in its methods of accounting in effect at December 31, 2005, except as required by changes in GAAP as agreed to by the Company’s independent public accountants or as may be required by applicable Law; (xiii) (A) terminate, cancel or request any material change in, or agree to any material change in, any Material Contract or (B) enter into any Contract that, if executed prior to the date hereof, would have been a Material Contract that would have been required to be included on Schedule 5.14 (or any subpart or subsection thereof), other than in the Ordinary Course of Business; (xiv) make any charitable contributions or pledges in excess of $10,000 in the aggregate; (xv) make any change in the cash management or working capital management of the Company and its Subsidiaries other than in the Ordinary Course of Business; (xvi) loan or advance any amount to, or sell, transfer or lease any of its assets to, any Stockholders or any of their respective Affiliates (excluding the Company and any of its Subsidiaries); (xvii) settle any Legal Proceeding (including the Specified Proceedings) or other entity; 6.2.2.9 licensematerial claim, transfer, convey, assign except pursuant to a settlement that does not involve any liability or otherwise transfer any Fasco Intellectual Property; 6.2.2.10 increase in any manner obligation on the compensation part of any of Company's the Company or Subsidiary's directorsany of its Subsidiaries, officersor involves only the payment of monies by the Company or its Subsidiaries of not more than $500,000 in the aggregate for all such settlements; (xviii) make any material change with respect to the BPR Initiative; (xix) make any material Tax election or amend any material Tax election, employees or consultants settle or enter into, establish, amend or terminate compromise any Company Plan other than material liability for Tax; (xx) (A) incur any Other Expenses, other than substantially in accordance with Schedule 1.1(a)(3), (B) amend, modify or enter into any Contract with the Financial Advisor that results in any increase to the amount of Transaction Expenses payable to the Financial Advisor, in its capacity as such, (C) amend, modify or enter into any Contract with any Person that results in any increase to the amount of Other Expenses, or (D) engage any counsel, actuaries, brokers, investment bankers, auditors or other professional advisors whose fees or any other amounts payable thereto would be Transaction Expenses, other than the professionals identified on Schedule 5.32(c), except, in the case of this clause (D), with RMG’s prior written consent, which consent shall not be unreasonably withheld or delayed; or (xxi) authorize any of, or commit or agree to do, anything prohibited by this Section 7.3(b). (c) From the date hereof until the Closing, except (i) as set forth on Schedule 7.3(c), (ii) as required by applicable Law, (iii) as otherwise expressly contemplated by this Agreement or (iv) with the prior written consent of the Company, RMG shall, and shall cause its Subsidiaries to: (i) conduct the respective businesses of RMG and its Subsidiaries only in the Ordinary Course of Business; and (ii) use its commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill of RMG and its Subsidiaries, and (B) preserve the present relationships with customers, suppliers, licensors and licensees of RMG and its Subsidiaries. (d) Without limiting the generality of the foregoing, except (w) as set forth on Schedule 7.3(d), (x) as required by applicable Law, (y) as otherwise expressly contemplated by this Agreement or (z) with the prior written consent of the Company, RMG shall not, and shall not permit its Subsidiaries to: (i) (A) effect any recapitalization, reclassification or like change in the capitalization of RMG or any of its Subsidiaries; (B) declare or pay dividends on, or make other distributions in respect of, any of its capital stock; (C) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of any RMG Parties’ capital stock; or (D) repurchase, redeem or otherwise acquire, or modify or amend, any shares of capital stock of RMG or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities, other than repurchases of such shares from the employees of RMG and its Subsidiaries in the Ordinary Course of Business or as required pursuant to the terms arrangements disclosed in Schedule 6.9(d); (ii) issue, deliver, sell, pledge or encumber, or authorize, propose or agree to the issuance, delivery, sale, pledge or encumbrance of, any shares of a Company Plan in effect on capital stock or any other security (or any right to acquire such capital stock or other security) of RMG or any of its Subsidiaries, other than the date issuance of this Agreement shares of RMG Common Stock upon the exercise of options to purchase such shares for cash and (B) increases in salaries, wages the granting of options to purchase shares of RMG Common Stock to employees or benefits directors of employees RMG or its Subsidiaries in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (iii) amend or modify the certificate of incorporation, by-laws or other similar organizational documents of RMG or any of its Subsidiaries; (iv) loan or advance any amount to, or sell, transfer or lease any of its assets to, any of its stockholders or any of their respective Affiliates (excluding RMG and its Subsidiaries) outside of the Ordinary Course of Business; or 6.2.2.11 (v) authorize any of, or commit or agree to take any action do, anything prohibited by this Section 6.27.3(d). (e) Notwithstanding any other provision to the contrary in this Agreement, nothing in this Agreement shall be deemed to prohibit any holder of Company Stock from transferring some or all such shares of Company Stock prior to the Election Date (i) to other existing holders of Company Stock or (ii) to an Affiliate of such holder; provided, that as a condition to such transfer, the transferor shall execute a release in form and substance reasonably satisfactory to the Company and the RMG Parties.

Conduct of Business Pending the Closing. 6.2.1 After From the date of this Agreement and prior to until the ClosingClosing Date, except: (i) except as set forth on Schedule 6.2 hereto, (ii) as required or contemplated by the transactions contemplated by this Agreement, (iii) as required including the Services Agreement, and for any actions taken by applicable Law or (iv) with the prior written consent any BHG Company of the Purchasertype set forth in Schedule 4.2 or otherwise consented to by Buyer in writing, the Sellers shall, and Parent shall cause each of the following to occur: (a) Company and Subsidiary shall operate the Business only in the usual, regular and ordinary manner, on a basis consistent with past practice; (except the Asset Sellersb) and the Asset Sellers (with respect to the Acquired Business), respectively, to: 6.2.1.1 conduct the business Neither Company nor Subsidiary shall incur or guarantee any indebtedness for borrowed money other than through intercompany borrowings from Parent or an Affiliate of such Company or Subsidiary only Parent in the ordinary course consistent with past practice; andof business; 6.2.1.2 use reasonable efforts (c) Neither Company nor Subsidiary shall grant any increase in the compensation, salaries or wages payable to (i) preserve the present business operations, organization (including, without limitation, management and the sales force) and goodwill of such Company and Subsidiary and (ii) preserve the present relationship with Persons having business dealings with such Company or Subsidiary. 6.2.2 After the date of this Agreement and prior to the Closingany Transferred Employees, except as (i) set forth on Schedule 6.2 hereto, (ii) contemplated by this Agreement, (iii) required by applicable Law or (iv) with the prior written consent of the Purchaser, the Sellers shall not, and no Company or Subsidiary (except the Asset Sellers) and no Asset Seller (with respect to the Acquired Business), shall: 6.2.2.1 declare, set aside, make or pay any dividend or other distribution in respect of the capital stock of such Company or Subsidiary or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock or other securities, or other ownership interests in, the Company or Subsidiary; 6.2.2.2 transfer, issue, sell or dispose of any shares of capital stock or other securities of such Company or Subsidiary or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of such Company or Subsidiary; 6.2.2.3 effect any recapitalization, reclassification, stock split or like change in the capitalization of such Company or Subsidiary; 6.2.2.4 amend the articles of incorporation or bylaws or comparable organizational documents of such Company or Subsidiary; 6.2.2.5 except for trade payables and for indebtedness for borrowed money incurred reasonable increases in the ordinary course of business and consistent with past practice, borrow monies for any reason or draw down as a result of contractual arrangements or sales compensation plans existing on any line the date of credit this Agreement; (d) Neither Company nor Subsidiary shall issue or debt obligationauthorize the issuance of, or become the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other Person; 6.2.2.6 subject agree to any Lien (except for Liens that do not materially impair the use of the property subject thereto in the business as presently conducted and Permitted Exceptions) any of the properties or assets (whether tangible or intangible) of such Company or Subsidiary; 6.2.2.7 acquire any properties or assets issue or sell, assign, transfer, conveyany shares of its capital stock of any class; (e) Neither Company nor Subsidiary shall sell, lease or otherwise transfer or dispose of any of the material properties or assets (of Company or Subsidiary, except for fair consideration the sale of properties and assets in the ordinary course of business consistent with past practicebusiness; and (f) of such Neither Company nor Subsidiary shall make any material change in the accounting methods used by Company or Subsidiary for which the aggregate consideration paid or payable in any individual transaction is in excess of One Hundred Thousand Dollars ($100,000); 6.2.2.8 permit such Company or Subsidiary to enter into or agree to enter into any merger or consolidation with any corporation or other entity; 6.2.2.9 license, transfer, convey, assign or otherwise transfer any Fasco Intellectual Property; 6.2.2.10 increase in any manner the compensation of any of Company's or Subsidiary's directors, officers, employees or consultants or enter into, establish, amend or terminate any Company Plan other than (A) as required pursuant to the terms of a Company Plan in effect on the date of this Agreement and (B) increases in salaries, wages or benefits of employees in the ordinary course of business consistent with past practice; or 6.2.2.11 agree to take any action prohibited by this Section 6.2.