Common use of Conduct Pending Closing Clause in Contracts

Conduct Pending Closing. Except as otherwise expressly provided in this Agreement, during the period from the date hereof to the Closing, Color, DCP, and the DCP Shareholders will cause Logical to (a) conduct its operations according to its ordinary course of business consistent with past practices, including maintenance of books and records consistent with past practices, (b) use its reasonable best efforts to preserve intact its respective business organizations, (c) generally keep available the services of its officers and employees and generally maintain existing relationships with agents, licensors, licensees, suppliers, contractors, distributors, customers and others having business relationships with it, and (d) to the extent permitted by applicable law, confer with each other on significant operational matters and material decisions affecting the business of Logical. Without limiting the generality of the foregoing, and except as otherwise expressly provided by this Agreement, Color, DCP, and the DCP Shareholders will cause Logical not to, without the prior written consent of Color: (a) amend its charter documents or by-laws; (b) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities or equity equivalents (including, without limitation, stock appreciation rights); (c) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock, or property or any combination thereof) in respect of its capital stock, or redeem, repurchase or otherwise acquire any of its securities; (d) (i) incur any indebtedness for borrowed money or issue any debt securities or, assume, guarantee or endorse the obligations of any other Person; (ii) make any loans, advances or capital contributions to, or investments in, any other Person; (iii) pledge or otherwise encumber shares of its capital stock; or (iv) mortgage or pledge any of its assets, tangible or intangible, or create or suffer to exist any Lien thereupon; (e) enter into, adopt or (except as may be required by law or the terms of any such arrangement, or this Agreement) terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee, amend any such arrangement as it relates to such directors, officers or employees or (except for increases in base compensation in the ordinary course of business consistent with past practice), increase in any manner the compensation or benefits of any director, officer or employee or, with respect to any director or officer, pay any benefit not required by any plan or arrangement as in effect as of the date hereof or, with respect to any employee who is not an officer or director, pay any benefit other than in the ordinary course of business consistent with past practice in accordance with plans or arrangements in effect as of the date hereof (including, without limitation, with respect to any such director, officer or employee, the granting of stock options, restricted stock, stock appreciation rights or performance units); (f) acquire, sell, lease or dispose of any assets outside the ordinary course of business or, whether or not in the ordinary course of business, any assets which in the aggregate exceed $2,500 or are material to Logical, or enter into any contract, agreement, commitment or transaction with respect thereto; (g) change any of the accounting principles, practices, methods or policies (including, without limitation, any reserving methods, practices or policies) used by it, except as may be required as a result of a change in law or GAAP; (i) acquire (by merger, consolidation, or acquisition of stock or assets, but excluding foreclosure) any corporation, partnership or other business organization or division thereof, (ii) authorize any new capital expenditure or expenditures which, individually, is in excess of $2,500 or, in the aggregate, are in excess of $10,000; (iii) settle any litigation; or (iv) enter into or amend any contract, agreement, commitment or arrangement with respect to any of the foregoing; (i) make any Tax election or settle or compromise any Tax liability, other than in the ordinary course of business or enter into any tax sharing agreements or arrangements with any party; (j) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in the financial statements (or the notes thereto) of Logical or incurred in the ordinary course of business consistent with past practice; (k) terminate, or in any manner material thereto modify, amend or waive compliance with, any provision of any of the material agreement; (l) incur any operating expenses, research and development expenses, capital expenditures, or other commitment in connection with any technology development activity with Delphax Technologies Inc.; or (m) take, or agree in writing or otherwise to take, any of the actions described above in this Section 5.1.

Conduct Pending Closing. Except (a) Other than as otherwise expressly provided in this Agreementset forth on Section 6.2 of the Seller Disclosure Schedule, during the period from and after the date hereof until the earlier of the Closing or the termination of this Agreement pursuant to Article XI, Seller shall and shall cause the Closing, Color, DCP, and the DCP Shareholders will cause Logical to Company to: (ai) conduct its operations according to its the European Business, in all material respects, as currently conducted and only in the ordinary course of business consistent with past practicespractice; (ii) use commercially reasonable efforts to (A) maintain its Assets, including maintenance of books relations with present employees, suppliers, licensees and records operations as an ongoing business operation in accordance with past custom and practice, and (B) comply in all material respects with all applicable Laws affecting or relating to the European Business; (iii) maintain in good standing all material Permits held by the Company on a timely basis; and (iv) maintain the Facilities, consistent with past practices, (b) use its reasonable best efforts to preserve intact its respective business organizations, (c) generally keep available the services of its officers and employees and generally maintain existing relationships with agents, licensors, licensees, suppliers, contractors, distributors, customers and others having business relationships with it, and (d) to the extent permitted by applicable law, confer with each other on significant operational matters and material decisions affecting the business of Logical. Without limiting the generality of the foregoing, and except as otherwise expressly provided by this Agreement, Color, DCP, and the DCP Shareholders will cause Logical not to, without the prior written consent of Color: (a) amend its charter documents or by-laws;practice. (b) authorize for issuanceOther than as set forth in Section 6.2 of the Seller Disclosure Schedule or as consented to in writing by Purchaser, issuefrom and after the date hereof until the earlier of the Closing or the termination of this Agreement pursuant to Article XI, sellSeller shall not, deliver and Seller shall cause the Company not to: (i) take or agree omit to take any action that is within the control of Seller or commit the Company which would result in the representations and warranties contained in this Agreement and the Related Documents being untrue on the Closing Date, other than such action as shall have been previously agreed to issue, sell or deliver (whether through in writing by the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities or equity equivalents (including, without limitation, stock appreciation rights)parties hereto; (cii) splitsell, combine or reclassify any shares of its capital stocklease, declarelicense, set aside or pay any dividend or other distribution (whether in cash, stock, or property or any combination thereof) in respect of its capital stock, or redeem, repurchase transfer or otherwise acquire any dispose of its securities; (d) (i) incur any indebtedness for borrowed money or issue any debt securities ormortgage, assume, guarantee or endorse the obligations of any other Person; (ii) make any loans, advances or capital contributions to, or investments in, any other Person; (iii) pledge or otherwise encumber shares of its capital stock; or (iv) mortgage or pledge any of its assets, tangible or intangible, or create or suffer to exist any Lien thereupon; (e) enter into, adopt or Encumbrance (except as may be required by law or Permitted Encumbrances) on any of the terms of any such arrangementCompany's Assets, or this Agreement) terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee, amend any such arrangement as it relates to such directors, officers or employees or (except for increases in base compensation (A) sales of inventory in the ordinary course of business consistent with past practice), increase in any manner or (B) an Encumbrance that upon its terms expires before the compensation or benefits of any director, officer or employee or, with respect to any director or officer, pay any benefit not required by any plan or arrangement as in effect as of the date hereof or, with respect to any employee who is not an officer or director, pay any benefit other than in the ordinary course of business consistent with past practice in accordance with plans or arrangements in effect as of the date hereof (including, without limitation, with respect to any such director, officer or employee, the granting of stock options, restricted stock, stock appreciation rights or performance units)Closing; (fiii) acquiremodify, sellamend or terminate any material Contract of the Company or waive, lease release or dispose of assign any assets outside the ordinary course of business or, whether or not in the ordinary course of business, any assets which in the aggregate exceed $2,500 or are material to Logical, or enter into any contract, agreement, commitment or transaction with respect theretorights thereunder; (g) change any of the accounting principles, practices, methods or policies (including, without limitation, any reserving methods, practices or policies) used by it, except as may be required as a result of a change in law or GAAP; (i) acquire (by merger, consolidation, or acquisition of stock or assets, but excluding foreclosure) any corporation, partnership or other business organization or division thereof, (ii) authorize any new capital expenditure or expenditures which, individually, is in excess of $2,500 or, in the aggregate, are in excess of $10,000; (iii) settle any litigation; or (iv) enter into or amend any contract, agreement, commitment or arrangement with respect to any of the foregoing; (i) make any Tax election or settle or compromise any income Tax liabilityLiability that could reasonably be anticipated to adversely affect the Company or the European Business after the Closing Date; (v) change its practices, policies or procedures with respect to the timing of the payment of accounts payable or the collection of accounts receivable; (vi) adopt, amend or otherwise modify in any respect any Employee Plan or enter into, amend or otherwise modify any collective bargaining agreement with any labor union, works agreement with the works council or other agreement with any Employees' representative body that applies to, or covers, Employees or managing directors, except, in each case, as required by Law or under this Agreement; (vii) grant to any Employee whose annual salary is (euro)100,000 or more any increase in cash compensation, except as is required under existing Employment Contracts, any renewal of an Employment Contract in the ordinary course of the business or any Employee Plan; (viii) enter into any Contract relating to the provision of services by the Company or the distribution, sale or marketing by third parties of the Company's services in an amount in excess of (euro)100,000; (ix) purchase or make any contract for the purchase of assets or properties, other than purchases in the ordinary course of business or less than (euro)100,000 in the aggregate; (x) make any new commitments which would require expenditure of more than (euro)100,000 in the aggregate other than in the ordinary course of business or enter into any tax sharing agreements or arrangements with any party;business; and (jxi) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in the financial statements (or the notes thereto) of Logical or incurred in the ordinary course of business consistent with past practice; (k) terminate, or in any manner material thereto modify, amend or waive compliance with, any provision of any of the material agreement; (l) incur any operating expenses, research and development expenses, capital expenditures, or other commitment in connection with any technology development activity with Delphax Technologies Inc.; or (m) take, or agree in writing or otherwise commit to take, take any of the actions described above in this Section 5.1set forth above.

Conduct Pending Closing. Except Prior to consummation of the transactions contemplated hereby or the termination or expiration of this Agreement pursuant to its terms, unless Buyer shall otherwise consent in writing, which consent shall not be unreasonably Page 36 - CENTRALIA PLANT PURCHASE AND SALE AGREEMENT withheld or delayed, and except for actions taken pursuant to Assumed Contracts, or which are required by Law or arise from or are related to the anticipated transfer of the Assets or as otherwise expressly provided contemplated by this Agreement or disclosed in Schedule 6.3 or another Schedule to this Agreement, during the period from the date hereof to the Closing, Color, DCP, and the DCP Shareholders will cause Logical to Sellers shall: (a) conduct its operations according to its Operate and maintain the Assets only in the usual and ordinary course of business course, materially consistent with past practices, including maintenance practices followed prior to the execution of books and records consistent with past practices, this Agreement; (b) use its reasonable best efforts to preserve intact its respective business organizationsExcept as required by their terms, (c) generally keep available the services of its officers and employees and generally maintain existing relationships with agentsnot amend, licensorsterminate, licensees, suppliers, contractors, distributors, customers and others having business relationships with it, and (d) to the extent permitted by applicable law, confer with each other on significant operational matters and material decisions affecting the business of Logical. Without limiting the generality of the foregoing, and except as otherwise expressly provided by this Agreement, Color, DCP, and the DCP Shareholders will cause Logical not to, without the prior written consent of Color: (a) amend its charter documents or by-laws; (b) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities or equity equivalents (including, without limitation, stock appreciation rights); (c) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stockrenew, or property renegotiate any existing material Assumed Contract or enter into any combination thereof) in respect of its capital stocknew Assumed Contract, or redeem, repurchase or otherwise acquire any of its securities; (d) (i) incur any indebtedness for borrowed money or issue any debt securities or, assume, guarantee or endorse the obligations of any other Person; (ii) make any loans, advances or capital contributions to, or investments in, any other Person; (iii) pledge or otherwise encumber shares of its capital stock; or (iv) mortgage or pledge any of its assets, tangible or intangible, or create or suffer to exist any Lien thereupon; (e) enter into, adopt or (except as may be required by law or the terms of any such arrangement, or this Agreement) terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee, amend any such arrangement as it relates to such directors, officers or employees or (except for increases in base compensation in the ordinary course of business and consistent with past practicepractices of the recent past, or default (or take or omit to take any action that, with or without the giving of notice or passage of time, would constitute a default) in any of its obligation under any such contracts; (c) Not (i) sell, lease, transfer or dispose of, or make any contract for the sale, lease, transfer or disposition of, the LLC Interests or any assets or properties which would be included in the Assets, other than sales in the ordinary course of business which would not individually, or in the aggregate, have a Material Adverse Effect upon the operations or value of the Plant or the LLC Interests; (ii) incur, assume, guaranty, or otherwise become liable in respect of any indebtedness for money borrowed which would result in the LLC or Buyer assuming such liability hereunder after the Closing; (iii) delay the payment and discharge of any liability which, upon Closing, would be an Assumed Liability, because of the transactions contemplated hereby; or (iv) encumber or voluntarily subject to any lien any Asset or LLC Interest (except for Permitted Encumbrances); or (v) sell, lease, transfer or dispose of, to any Seller or any Affiliate of any Seller, any LLC Interest or any assets or properties which would be included in the Assets, or remove any such assets or property to or for the benefit of any Seller or any Affiliate of any Seller; (d) Maintain in force and effect the material property and liability insurance policies related to the Assets; (e) Subject to Section 6.2, not take any action which would cause any of Sellers' representations and warranties set forth in Article 3 to be materially false as of the Closing; (f) Not make Capital Expenditures, other than those contemplated on Schedule 2.6(f)(i), increase which would, pursuant to the provisions of Section 2.6(f), result in any manner an upward adjustment of the compensation or benefits Purchase Price pursuant to Section 2.6(f)(i) in excess of any director$1,000,000 in the aggregate, officer or employee or, with respect to any director or officer, pay any benefit not required by any plan or arrangement as except for purchases under agreements in effect existence as of the date hereof orthat would constitute Assumed Liabilities as of such date, with respect Capital Expenditures set forth on Schedule 2.6(f)(i), or Capital Expenditures otherwise approved in writing by Buyer; Page 37 - CENTRALIA PLANT PURCHASE AND SALE AGREEMENT (g) Not (i) adopt any new plan or program for severance, continuation or termination pay for employees at the Plant, (ii) enter into any new collective bargaining agreement or any amendment to the existing collective bargaining agreement for employees at the Plant, (iii) increase benefits payable under any Benefit Plan, (iv) increase compensation payable to employees at the Plant, (v) represent to any employee who is not an officer at the Plant that Buyer would assume or directorcontinue to maintain any Benefit Plan after the Closing Date, pay or (vi) hire out or transfer any benefit employees to or from the Plant unless essential to maintain the business or operations of the Plant. Provided that nothing in this Section shall (i) obligate Sellers to make expenditures other than in the ordinary course of business and consistent with past practice in accordance with plans or arrangements in effect as practices of the date hereof (including, without limitation, with respect recent past or to otherwise suffer any such director, officer or employee, the granting of stock options, restricted stock, stock appreciation rights or performance units); (f) acquire, sell, lease or dispose of any assets outside the ordinary course of business or, whether or not in the ordinary course of business, any assets which in the aggregate exceed $2,500 or are material to Logical, or enter into any contract, agreement, commitment or transaction with respect thereto; (g) change any of the accounting principles, practices, methods or policies (including, without limitation, any reserving methods, practices or policies) used by it, except as may be required as a result of a change in law or GAAP; (i) acquire (by merger, consolidation, or acquisition of stock or assets, but excluding foreclosure) any corporation, partnership or other business organization or division thereofeconomic detriment, (ii) authorize preclude Sellers from paying, prepaying or otherwise satisfying any new capital expenditure or expenditures liability which, individuallyif outstanding as of the Closing Date, is in excess of $2,500 orwould be an Assumed Liability or an Excluded Liability, in the aggregate, are in excess of $10,000; (iii) settle preclude Sellers from incurring any litigation; liabilities or obligations to any third party in connection with obtaining such party's consent to any transaction contemplated by this Agreement, the Related Agreements or any other agreement contemplated hereby, provided such liabilities and obligations under this clause (iii) shall be Excluded Liabilities pursuant to Section 2.4(h) hereof if not approved in advance by Buyer (which approval shall not be unreasonably withheld or delayed), or (iv) enter into preclude Sellers from instituting or amend completing any contract, agreement, commitment program designed to promote compliance or arrangement comply with respect to any of the foregoing; (i) make any Tax election or settle or compromise any Tax liability, other than in the ordinary course of business or enter into any tax sharing agreements or arrangements with any party; (j) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in the financial statements (or the notes thereto) of Logical or incurred in the ordinary course of business consistent with past practice; (k) terminate, or in any manner material thereto modify, amend or waive compliance with, any provision of any of the material agreement; (l) incur any operating expenses, research and development expenses, capital expenditures, Laws or other commitment in connection with any technology development activity with Delphax Technologies Inc.; or (m) take, or agree in writing or otherwise to take, any of good business practices respecting the actions described above in this Section 5.1Plant.

Conduct Pending Closing. Except as otherwise expressly provided in this Agreement, during the period from From and after the date hereof until the Closing or the earlier termination of this Agreement pursuant to ARTICLE IX, except as otherwise consented to in writing by Parent and MergeCo or pursuant to any action taken by Parent in accordance with ARTICLE III, the Closing, Color, DCP, and Seller shall cause the DCP Shareholders will cause Logical to Company to: (a) conduct its operations according to its business substantially as presently conducted and only in the ordinary course of business consistent with past practices, including maintenance of books and records consistent with past practices, (b) use its reasonable best efforts to preserve intact its respective business organizations, (c) generally keep available the services of its officers and employees and generally maintain existing relationships with agents, licensors, licensees, suppliers, contractors, distributors, customers and others having business relationships with it, and (d) to the extent permitted by applicable law, confer with each other on significant operational matters and material decisions affecting the business of Logical. Without limiting the generality of the foregoing, and except as otherwise expressly provided by this Agreement, Color, DCP, and the DCP Shareholders will cause Logical not to, without the prior written consent of Color: (a) amend its charter documents or by-lawspractice; (b) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) not form any stock of any class or any other securities or equity equivalents (including, without limitation, stock appreciation rights)Subsidiary; (c) splitnot sell, combine lease, license or reclassify otherwise dispose of any material assets, except sales of inventories or other assets in the ordinary course of business; (d) use commercially reasonable efforts to (i) maintain its business, assets, relations with present employees, customers, suppliers, partners, licensees and operations as an ongoing business and preserve its goodwill, in accordance with past custom and practice and (ii) to satisfy each of the closing conditions set forth in ARTICLE VIII; (e) not issue or sell any capital stock or issue or sell any securities convertible into, exercisable or exchangeable for or options or warrants to purchase or rights to subscribe for, any capital stock; (f) not declare or pay a distribution on any Equity, not change the number of authorized shares of its capital stockstock or reclassify, declarecombine, set aside split, subdivide or pay redeem or otherwise repurchase any dividend or other distribution (whether in cash, stock, or property or any combination thereof) in respect of its capital stock, or redeemissue, repurchase deliver, pledge or otherwise acquire encumber any additional capital stock or other securities equivalent to or exchangeable for capital stock or enter into any contract or arrangement to do any of its securitiesthe foregoing; (dg) not incur any Funded Indebtedness or issue any securities evidencing any Funded Indebtedness; (h) not enter into, or amend, alter, modify, supplement, restate or waive any material terms or conditions of, any material contract, agreement or arrangement; (i) incur not enter into any indebtedness for borrowed money employment or issue termination agreement or effect any debt securities orincrease in the rate or terms of compensation payable or to become payable to directors, assumeofficers, guarantee employees, partners and Persons having business relations with the Company, or endorse increase the obligations rate or terms of any bonus, pension or other Employee Plan covering any Person; ; (iij) make any loans, advances or capital contributions to, or investments in, any other Person; (iii) pledge or otherwise encumber shares of its capital stock; or (iv) mortgage or pledge any of its assets, tangible or intangible, or not knowingly create or suffer to exist any Lien thereuponEncumbrance on any of its assets or properties; (ek) enter intonot change its accounting principles or policies; (l) not make any material Tax election or compromise any Tax Liability; (m) not delay or postpone the payment of accounts payable and other obligations and liabilities or accelerate the collection of accounts receivable, adopt or (except as may be required by law or the terms of any such arrangement, or this Agreement) terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee, amend any such arrangement as it relates to such directors, officers or employees or (except for increases in base compensation in the ordinary course of business consistent with past practice), increase in any manner the compensation or benefits of any director, officer or employee or, with respect to any director or officer, pay any benefit not required by any plan or arrangement as in effect as of the date hereof or, with respect to any employee who is not an officer or director, pay any benefit other than in the ordinary course of business consistent with past practice in accordance with plans or arrangements in effect as of the date hereof (including, without limitation, with respect to any such director, officer or employee, the granting of stock options, restricted stock, stock appreciation rights or performance units)historical and customary practice; (fn) acquire, sell, lease or dispose not amend any of its Fundamental Documents; (o) not enter into any assets outside the ordinary course of business or, whether or not transaction other than in the ordinary course of business, or any assets transaction which in the aggregate exceed $2,500 or are material to Logical, or enter into any contract, agreement, commitment or transaction is not at arms-length with respect theretounaffiliated third Persons; (gp) change not take or omit to take any of action which would result in the accounting principlesrepresentations and warranties contained in this Agreement and the Related Documents being untrue on the Closing Date, practices, methods or policies (including, without limitation, any reserving methods, practices or policies) used other than such action as shall have been previously agreed to in writing by it, except as may be required as a result of a change in law or GAAPthe parties hereto; (iq) acquire (maintain in good standing all Permits held by merger, consolidation, or acquisition of stock or assets, but excluding foreclosure) any corporation, partnership or other business organization or division thereof, (ii) authorize any new capital expenditure or expenditures which, individually, is in excess of $2,500 or, in the aggregate, are in excess of $10,000; (iii) settle any litigation; or (iv) enter into or amend any contract, agreement, commitment or arrangement with respect to any of the foregoingit on a timely basis; (ir) make any Tax election or settle or compromise any Tax liability, other than in continue the ordinary course historic and customary maintenance capital expenditure levels of business or enter into any tax sharing agreements or arrangements with any partythe Company; (js) pay, discharge not make any capital expenditures for improvements or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in the financial statements (or the notes thereto) of Logical or incurred in the ordinary course of business consistent with past practice;upgrades; and (kt) terminate, or in any manner material thereto modify, amend or waive compliance with, any provision of any of the material agreement; (l) incur any operating expenses, research and development expenses, capital expenditures, or other commitment in connection with any technology development activity with Delphax Technologies Inc.; or (m) take, or not agree in writing or otherwise commit to take, take any of the actions described above in this Section 5.1set forth above.

Conduct Pending Closing. Except as otherwise expressly provided in this Agreement, during During the period from the date hereof of this ----------------------- Agreement to the ClosingClosing Date, Color, DCP, and except with the DCP Shareholders will cause Logical to express prior written consent of Buyer: (a) AEMI shall, and Sellers shall cause AEMI to, (i) conduct its operations according to its ordinary course of business the Business in a manner consistent with past practices, including maintenance of books shall not make any change in its business practices that is or would be Material to AEMI, and records consistent with past practices(ii) in good faith, (b) use its reasonable best efforts to preserve intact its respective business organizationsthe Business organization intact, (c) generally keep available retaining the services of its officers and employees and generally maintain existing relationships with agentscurrent employees, licensors, licensees, supplierssalesmen, contractors, distributorsagents and representatives and maintaining the good will of its suppliers, customers and others other Persons having business relationships relations with it, and (d) to the extent permitted by applicable law, confer with each other on significant operational matters and material decisions affecting the business of Logical. Without limiting the generality of the foregoing, and except as otherwise expressly provided by this Agreement, Color, DCP, and the DCP Shareholders will cause Logical not to, without the prior written consent of Color: (a) amend its charter documents or by-laws;AEMI. (b) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities or equity equivalents (including, without limitation, stock appreciation rights); (c) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock, or property or any combination thereof) in respect of its capital stock, or redeem, repurchase or otherwise acquire any of its securities; (d) (i) incur any indebtedness for borrowed money or issue any debt securities or, assume, guarantee or endorse the obligations of any other Person; (ii) make any loans, advances or capital contributions to, or investments in, any other Person; (iii) pledge or otherwise encumber shares of its capital stock; or (iv) mortgage or pledge any of its assets, tangible or intangible, or create or suffer to exist any Lien thereupon; (e) enter into, adopt or (except as may be required by law or the terms of any such arrangement, or this Agreement) terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee, amend any such arrangement as it relates to such directors, officers or employees or (except for increases in base compensation Except in the ordinary course of its business consistent with its past practice)practices, increase AEMI shall not, and Sellers shall cause AEMI not to, (i) create or assume any Encumbrance upon AEMI's Assets, (ii) incur any Obligation involving an amount exceeding $5,000 in any manner single case or $10,000 in the aggregate, (iii) make any loan or advance to any Person, (iv) assume, guarantee or otherwise become liable for any Obligation of any Person, (v) commit for any capital expenditure, (vi) purchase, lease, or otherwise acquire any business, Assets or capital stock of any other Person, (vii) sell, abandon or otherwise dispose of any of AEMI's Business or Assets, (viii) settle any dispute, waive any right or cancel any Obligation of AEMI, (ix) assume or enter into or amend any Contract involving an amount exceeding $5,000 in any single case or $10,000 in the aggregate, or cancel or terminate any Contract other than in accordance with its terms, (x) increase, or authorize an increase in, the compensation or benefits of any director, officer paid or employee or, with respect provided to any director of AEMI's directors, officers, employees, agents or officerrepresentatives, pay (xi) initiate any benefit not required lawsuit or other Proceeding, or (xii) undertake any transactions or reclassifications that would affect non- current assets or non-current liabilities by any plan more than $10,000, or arrangement as in effect as of the date hereof or, with respect to any employee who is not an officer or director, pay any benefit other than in the ordinary course of business consistent with past practice in accordance with plans or arrangements in effect as of the date hereof (including, without limitation, with respect to any such director, officer or employee, the granting of stock options, restricted stock, stock appreciation rights or performance units); (fxiii) acquire, sell, lease or dispose of any assets do anything outside the ordinary course of business or, whether or not in the ordinary course of business, whether or not specifically described in any assets of the foregoing clauses. (c) AEMI shall not, and Sellers shall cause AEMI not to, (i) do or omit to do any act, or permit any act or omission to occur, which will cause a breach or violation of, or a default under, any of its Contracts, Insurance Policies or Permits, except where the breach or violation would not be Material to the AEMI, (ii) completely or partially liquidate or dissolve, or (iii) terminate any part of the Business. (d) AEMI shall, and Sellers shall cause AEMI to, (i) maintain AEMI's Office Locations in good condition and repair, (ii) maintain AEMI's Insurance Policies and Permits in full force and effect, (iii) comply with all applicable Contracts, Permits and Laws, except where the failure to so comply would not be Material to AEMI, (iv) duly and timely withhold from payments to employees, contractors, salesmen, agents, representatives, vendors and other Persons involved in the aggregate exceed $2,500 or are material Business all amounts required by Law to Logicalbe withheld and timely file all Tax Returns required to be filed by it with respect to such withholdings. (e) AEMI shall, or and Sellers shall cause AEMI to, maintain its existence and good standing in the State of California and its good standing as a foreign corporation in each jurisdiction where it is currently qualified as a foreign corporation. (f) AEMI shall not, and Sellers shall cause AEMI not to, enter into any contract, agreement, commitment Contract which requires or transaction commits it to take any action or omit to take any action which would be inconsistent with respect thereto;the foregoing provisions of this Section 6.2. (g) change any of the accounting principlesAEMI shall, practicesand Sellers shall cause AEMI to, methods or policies (including, without limitation, any reserving methods, practices or policies) used by it, except as may be required as a result of a change in law or GAAP; (i) acquire (by merger, consolidation, or acquisition of stock or assets, but excluding foreclosure) any corporation, partnership or other business organization or division thereof, (ii) authorize any new capital expenditure or expenditures which, individually, is in excess of $2,500 orhave its independent certified public accountants to prepare and forward to Buyer,, in a timely manner, an annual financial statement for the aggregatefiscal year ending March 31, are in excess of $10,000; (iii) settle any litigation; or (iv) enter into or amend any contract, agreement, commitment or arrangement with respect to any of the foregoing; (i) make any Tax election or settle or compromise any Tax liability, other than in the ordinary course of business or enter into any tax sharing agreements or arrangements with any party; (j) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in the financial statements (or the notes thereto) of Logical or incurred in the ordinary course of business consistent with past practice; (k) terminate, or in any manner material thereto modify, amend or waive compliance with, any provision of any of the material agreement; (l) incur any operating expenses, research and development expenses, capital expenditures, or other commitment in connection with any technology development activity with Delphax Technologies Inc.; or (m) take, or agree in writing or otherwise to take, any of the actions described above in this Section 5.1.1997

Conduct Pending Closing. Except as otherwise expressly provided in this Agreement, during the period from From and after the date hereof until the Closing or the earlier termination of this Agreement pursuant to Article VIII, except as otherwise consented to in writing by Parent and Acquisition Sub, the Closing, Color, DCPCompany shall, and the DCP Shareholders will Indemnifying Sellers shall cause Logical to the Company to: (a) conduct its operations according to its business substantially as presently conducted and only in the ordinary course of business consistent with past practices, including maintenance of books and records consistent with past practices, (b) use its reasonable best efforts to preserve intact its respective business organizations, (c) generally keep available the services of its officers and employees and generally maintain existing relationships with agents, licensors, licensees, suppliers, contractors, distributors, customers and others having business relationships with it, and (d) to the extent permitted by applicable law, confer with each other on significant operational matters and material decisions affecting the business of Logical. Without limiting the generality of the foregoing, and except as otherwise expressly provided by this Agreement, Color, DCP, and the DCP Shareholders will cause Logical not to, without the prior written consent of Color: (a) amend its charter documents or by-lawspractice; (b) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) not form any stock of any class or any other securities or equity equivalents (including, without limitation, stock appreciation rights)Subsidiary; (c) splitnot sell, combine lease, license or reclassify otherwise dispose of any material assets, except sales of inventories or other assets in the ordinary course of business; (d) use commercially reasonable efforts to (i) maintain its business, assets, relations with present employees, customers, suppliers, partners, licensees and operations as an ongoing business and preserve its goodwill, in accordance with past custom and practice; and (ii) to satisfy each of the closing conditions set forth in Article VII; (e) not issue or sell any capital stock or issue or sell any securities convertible into, exercisable or exchangeable for or options or warrants to purchase or rights to subscribe for, any capital stock; (f) not declare or pay a distribution on any capital stock, not change the number of authorized shares of its capital stockstock or reclassify, declarecombine, set aside split, subdivide or pay redeem or otherwise repurchase any dividend or other distribution (whether in cash, stock, or property or any combination thereof) in respect of its capital stock, or redeemissue, repurchase deliver, pledge or otherwise acquire encumber any additional capital stock or other securities equivalent to or exchangeable for capital stock or enter into any contract or arrangement to do any of its securitiesthe foregoing; (dg) not incur any Funded Indebtedness or issue any securities evidencing any Funded Indebtedness; (h) not enter into, or amend, alter, modify, supplement, restate or waive any material terms or conditions of, any material contract, agreement or arrangement; (i) incur not enter into any indebtedness for borrowed money employment or issue termination agreement or effect any debt securities orincrease in the rate or terms of compensation payable or to become payable to directors, assumeofficers, guarantee employees, partners and Persons having business relations with the Company, or endorse increase the obligations rate or terms of any bonus, pension or other Employee Plan covering any Person; ; (iij) make any loans, advances or capital contributions to, or investments in, any other Person; (iii) pledge or otherwise encumber shares of its capital stock; or (iv) mortgage or pledge any of its assets, tangible or intangible, or not knowingly create or suffer to exist any Lien thereuponEncumbrance on any of its assets or properties; (ek) enter intonot change its accounting principles or policies; (l) not make any Tax election or compromise or settle any Tax Liability; (m) not delay or postpone the payment of accounts payable and other obligations and liabilities or accelerate the collection of accounts receivable, adopt or (except as may be required by law or the terms of any such arrangement, or this Agreement) terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee, amend any such arrangement as it relates to such directors, officers or employees or (except for increases in base compensation in the ordinary course of business consistent with past practice), increase in any manner the compensation or benefits of any director, officer or employee or, with respect to any director or officer, pay any benefit not required by any plan or arrangement as in effect as of the date hereof or, with respect to any employee who is not an officer or director, pay any benefit other than in the ordinary course of business consistent with past practice in accordance with plans or arrangements in effect as of the date hereof (including, without limitation, with respect to any such director, officer or employee, the granting of stock options, restricted stock, stock appreciation rights or performance units)historical and customary practice; (fn) acquire, sell, lease or dispose not amend any of its Fundamental Documents; (o) not enter into any assets outside the ordinary course of business or, whether or not transaction other than in the ordinary course of business, or any assets transaction which in the aggregate exceed $2,500 or are material to Logical, or enter into any contract, agreement, commitment or transaction is not at arms-length with respect theretounaffiliated third Persons; (gp) change not take or omit to take any of action which would result in the accounting principlesrepresentations and warranties contained in this Agreement and the Related Documents being untrue on the Closing Date, practices, methods or policies (including, without limitation, any reserving methods, practices or policies) used other than such action as shall have been previously agreed to in writing by it, except as may be required as a result of a change in law or GAAPthe parties hereto; (iq) acquire (maintain in good standing all Permits held by merger, consolidation, or acquisition of stock or assets, but excluding foreclosure) any corporation, partnership or other business organization or division thereof, (ii) authorize any new capital expenditure or expenditures which, individually, is in excess of $2,500 or, in the aggregate, are in excess of $10,000; (iii) settle any litigation; or (iv) enter into or amend any contract, agreement, commitment or arrangement with respect to any of the foregoingit on a timely basis; (ir) make any Tax election or settle or compromise any Tax liability, other than in continue the ordinary course historic and customary maintenance capital expenditure levels of business or enter into any tax sharing agreements or arrangements with any partythe Company; (js) pay, discharge not make any capital expenditures for improvements or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in the financial statements (or the notes thereto) of Logical or incurred in the ordinary course of business consistent with past practice;upgrades; and (kt) terminate, or in any manner material thereto modify, amend or waive compliance with, any provision of any of the material agreement; (l) incur any operating expenses, research and development expenses, capital expenditures, or other commitment in connection with any technology development activity with Delphax Technologies Inc.; or (m) take, or not agree in writing or otherwise commit to take, take any of the actions described above in this Section 5.1set forth above.

Conduct Pending Closing. Except as otherwise expressly provided in this Agreement, during During the period from the date hereof of this ----------------------- Agreement to the ClosingClosing Date, Color, DCP, and except with the DCP Shareholders will cause Logical to express prior written consent of Global: (a) The Owners shall cause the Gen-X Companies to conduct its operations according to its ordinary course of business their respective businesses in a diligent manner consistent with past practices, including maintenance of books and records consistent with past practicesshall, (b) in good faith, use its all reasonable best efforts to preserve intact its their respective business organizationsorganizations intact, (c) generally keep available retaining the services of its officers and employees and generally maintain existing relationships with agentstheir respective current officers, licensorsemployees, licensees, supplierssalesmen, contractors, distributorsagents and representatives, and maintaining the good will of their respective suppliers, customers and others other Persons having business relationships relations with it, and (d) to the extent permitted by applicable law, confer with each other on significant operational matters and material decisions affecting the business of Logical. Without limiting the generality any of the foregoing, and except as otherwise expressly provided by this Agreement, Color, DCP, and the DCP Shareholders will cause Logical not to, without the prior written consent of Color: (a) amend its charter documents or byGen-laws;X Companies. (b) authorize Except in the ordinary course of its business consistent with its past practices, the Owners shall cause the Gen-X Companies not to, (i) create or assume any Encumbrance upon any of their businesses or Assets, (ii) incur any Obligation, (iii) make any loan or advance to any Person, (iv) assume, guarantee or otherwise become liable for issuanceany Obligation of any Person, issue(v) commit for any capital expenditure, (vi) sell, deliver abandon or agree otherwise dispose of any business or commit to issueAssets, sell (vii) purchase, lease or deliver (whether through the issuance otherwise acquire any business, Assets or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any capital stock of any class other Person, (viii) settle any dispute, waive any right or claim or cancel any Obligation, (ix) assume, enter into or amend any Contract, or cancel or terminate any Contract other securities than in accordance with its terms, (x) increase, or equity equivalents authorize an increase in, the compensation or benefits paid or provided to any of its directors, officers, employees, salesmen, agents or representatives, (includingxi) initiate any Proceeding, without limitationor (xii) do anything else outside the ordinary course of business, stock appreciation rights);whether or not specifically described in any of the foregoing clauses. (c) splitEven in the ordinary course of its business consistent with its past practices, combine the Owners shall cause the Gen-X Companies not to, (i) declare, pay or reclassify set aside for payment any dividend or other distribution, or make any direct or indirect redemption, retirement or acquisition of any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock, or property or any combination thereof) in respect of its capital stock, or redeem, repurchase or otherwise acquire any of its securities; (d) (i) incur any indebtedness for borrowed money or issue any debt securities or, assume, guarantee or endorse the obligations of any other Person; (ii) make any loanschange in their accounting policies or practices, advances or capital contributions to, or investments in, any other Person; (iii) pledge except as required by law, change any of their business policies or otherwise encumber shares of its capital stock; or practices, (iv) mortgage make any loan or pledge any of its assets, tangible or intangible, or create or suffer to exist any Lien thereupon; (e) enter into, adopt or (except as may be required by law or the terms of any such arrangement, or this Agreement) terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee, amend any such arrangement as it relates to such directors, officers or employees or (except for increases in base compensation in the ordinary course of business consistent with past practice), increase in any manner the compensation or benefits of any director, officer or employee or, with respect to any director or officer, pay any benefit not required by any plan or arrangement as in effect as of the date hereof or, with respect to any employee who is not an officer or director, pay any benefit other than in the ordinary course of business consistent with past practice in accordance with plans or arrangements in effect as of the date hereof (including, without limitation, with respect to any such director, officer or employee, the granting of stock options, restricted stock, stock appreciation rights or performance units); (f) acquire, sell, lease or dispose of any assets outside the ordinary course of business or, whether or not in the ordinary course of business, any assets which in the aggregate exceed $2,500 or are material to Logical, or enter into any contract, agreement, commitment or transaction with respect thereto; (g) change any of the accounting principles, practices, methods or policies (including, without limitation, any reserving methods, practices or policies) used by it, except as may be required as a result of a change in law or GAAP; (i) acquire (by merger, consolidation, or acquisition of stock or assets, but excluding foreclosure) any corporation, partnership or other business organization or division thereof, (ii) authorize any new capital expenditure or expenditures which, individually, is in excess of $2,500 or, in the aggregate, are in excess of $10,000; (iii) settle any litigation; or (iv) enter into or amend any contract, agreement, commitment or arrangement with respect advance to any of the foregoing; their shareholders, officers, directors, consultants, affiliates or associates, (iv) make pay directly or indirectly any Tax election or settle or compromise any Tax liability, other than in the ordinary course of business or enter into any tax sharing agreements or arrangements with any party; (j) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice or their Obligations before they become due in accordance with their terms, (vi) issue, or authorize the issuance, of liabilities reflected any shares or reserved against in the financial statements other securities or grant any rights with respect to its shares or other securities, (vii) amend their certificate of incorporation or bylaws (or the notes thereto) of Logical or incurred in the ordinary course of business consistent with past practice; (k) terminateother organizational documents), or merge with or into, consolidate with, completely or partially liquidate or dissolve, or be involved in any manner material thereto modifyother business combination with any other Person, (viii) change, or authorize a change in, the rights of their outstanding capital stock or the character of its business, (ix) adopt or amend any Employee Benefit Plan, or waive compliance with, any provision of (x) do any of the material agreement;other things described in Section 7.2(b) involving an amount exceeding $25,000 in any single case or an aggregate amount exceeding $50,000 for any series of related transactions. (ld) incur The Owners shall cause the Gen-X Companies not to (i) do or omit to do any operating expenses, research and development expenses, capital expendituresact, or other commitment permit any act or omission to occur, which will cause a breach or violation of, or a default with or without notice and/or lapse of time under, any of their Contracts, Employee Benefit Plans, Insurance Policies or Permits, except where the breach or violation would not be Material to either Gen-X Holdings or Gen-X Equipment, (ii) begin to engage in connection with any technology development activity with Delphax Technologies Inc.; ornew type of business, or (iii) terminate any part of their businesses that is Material to either Gen-X Holdings or Gen-X Equipment. (me) takeThe Owners shall cause the Gen-X Companies to (i) maintain all Real Property and Tangible Property owned or used by the Gen-X Companies in good condition and repair, and, consistent with their past practices, replace any Tangible Property which is damaged beyond repair, destroyed, lost or stolen, (ii) maintain the Gen-X Companies' Contracts, Permits and Insurance Policies in full force and effect, (iii) comply with all applicable Contracts, Permits, Laws and Judgments, except where the failure to so comply would not be Material to either Gen-X Holdings or Gen-X Equipment, (iv) duly and timely file all Tax Returns required to be filed by them, (v) fully pay when due all Taxes payable by them or assessed against them or any of their respective Assets, and (vi) continue to maintain all of their Employee Benefit Plans in accordance with their respective terms, and (vii) maintain their existence and good standing in their respective jurisdictions of organization. (f) The Owners shall not, and shall cause the Gen-X Companies not to, (i) sell, transfer, give or otherwise dispose of, or agree in writing or otherwise to takecreate any Encumbrance upon, any of the actions described above in Gen-X Holdings Stock or the Gen-X Equipment Stock, or (ii) enter into any Contract which requires or commits any of them to take any action or omit to take any action which would be inconsistent with the foregoing provisions of this Section 5.17.2. (g) Notwithstanding the provisions of this Section 7, but subject to the provisions of Section 3.4 (relating to Purchase Price Adjustments), the Owners may cause the Gen-X Companies to pay to ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ in full payment of their bonuses for the fiscal year ended September 30, 1997, the total, aggregate, sum of One Million Dollars ($1,000,000) (the "1997 Bonus"); provided that the Owners shall have caused the Gen-X Companies to deliver to Global prior to such payment the written consent from the Hongkong Bank approving such payment; and provided further that such payment may only be made to the extent by which it is funded by the line of credit provided to Gen-X Equipment by the Hongkong Bank pursuant to the Loan Agreement.

Conduct Pending Closing. Except as otherwise expressly provided in this Agreement, during the period from the date hereof to the Closing, Color, DCP, and the DCP Shareholders will cause Logical to (a) conduct its operations according to its ordinary course of business consistent with past practices, including maintenance of books and records consistent with past practices, (b) use its reasonable best efforts to preserve intact its respective business organizations, (c) generally keep available the services of its officers and employees and generally maintain existing relationships with agents, licensors, licensees, suppliers, contractors, distributors, customers and others having business relationships with it, and (d) to the extent permitted by applicable law, confer with each other on significant operational matters and material decisions affecting the business of Logical. Without limiting the generality of the foregoing, and except as otherwise expressly provided contemplated by this Agreement, Color, DCP, and the DCP Shareholders will cause Logical not to, without Agreement or with the prior written consent of Colorthe Purchaser, from the date hereof until the Closing or termination of this Agreement as provided in Article 8, Seller shall not: (a) amend its charter documents vote any of the Subject Interests in favor of: (i) any amendment to the LLC Agreement or by-lawsthe Transaction Documents (as such terms are defined in the LLC Agreement); (ii) to take any of the actions contemplated under Section 7.4(b) of the LLC Agreement); (iii) any election to dissolve the Company; or (iv) issuing any equity interests, options, warrants, convertible securities or other rights of any kind to acquire any equity or ownership interest of the Company; (b) authorize for issuanceamend or otherwise change the certificate of formation, issue, limited partnership agreement or other organizational documents of Seller in any manner that would adversely affect or impede the ability of Seller to consummate the transactions contemplated by this Agreement; or (c) vote or consent to or permit its Managers (as defined in the LLC Agreement) to vote or consent to (i) sell, deliver assign, transfer, lease, license or agree otherwise dispose of any assets owned by the Company; (ii) have the Company make or commit to issuemake any capital expenditure not approved under the existing Capital Expenditure Budget (as defined in the LLC Agreement); or (iii) create, sell incur, assume, guarantee, endorse or deliver otherwise become liable or responsible with respect to (whether through the issuance or granting of optionsdirectly, warrants, commitments, subscriptions, rights to purchase contingently or otherwise) any stock indebtedness of any class or any other securities or equity equivalents (including, without limitation, stock appreciation rights); (c) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock, or property or any combination thereof) in respect of its capital stock, or redeem, repurchase the Company or otherwise acquire amend, modify, alter, waive or otherwise change any of its securities;rights or obligations with respect thereto, including any claims thereunder; or (d) (i) incur agree to take any indebtedness for borrowed money or issue any debt securities or, assume, guarantee or endorse the obligations of any other Person; (ii) make any loans, advances or capital contributions to, or investments in, any other Person; (iii) pledge or otherwise encumber shares of its capital stock; or (iv) mortgage or pledge any of its assets, tangible or intangible, or create or suffer to exist any Lien thereupon; (e) enter into, adopt or (except as may be required action prohibited by law or the terms of any such arrangement, or this Agreement) terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee, amend any such arrangement as it relates to such directors, officers or employees or (except for increases in base compensation in the ordinary course of business consistent with past practice), increase in any manner the compensation or benefits of any director, officer or employee or, with respect to any director or officer, pay any benefit not required by any plan or arrangement as in effect as of the date hereof or, with respect to any employee who is not an officer or director, pay any benefit other than in the ordinary course of business consistent with past practice in accordance with plans or arrangements in effect as of the date hereof (including, without limitation, with respect to any such director, officer or employee, the granting of stock options, restricted stock, stock appreciation rights or performance units); (f) acquire, sell, lease or dispose of any assets outside the ordinary course of business or, whether or not in the ordinary course of business, any assets which in the aggregate exceed $2,500 or are material to Logical, or enter into any contract, agreement, commitment or transaction with respect thereto; (g) change any of the accounting principles, practices, methods or policies (including, without limitation, any reserving methods, practices or policies) used by it, except as may be required as a result of a change in law or GAAP; (i) acquire (by merger, consolidation, or acquisition of stock or assets, but excluding foreclosure) any corporation, partnership or other business organization or division thereof, (ii) authorize any new capital expenditure or expenditures which, individually, is in excess of $2,500 or, in the aggregate, are in excess of $10,000; (iii) settle any litigation; or (iv) enter into or amend any contract, agreement, commitment or arrangement with respect to any of the foregoing; (i) make any Tax election or settle or compromise any Tax liability, other than in the ordinary course of business or enter into any tax sharing agreements or arrangements with any party; (j) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in the financial statements (or the notes thereto) of Logical or incurred in the ordinary course of business consistent with past practice; (k) terminate, or in any manner material thereto modify, amend or waive compliance with, any provision of any of the material agreement; (l) incur any operating expenses, research and development expenses, capital expenditures, or other commitment in connection with any technology development activity with Delphax Technologies Inc.; or (m) take, or agree in writing or otherwise to take, any of the actions described above in this Section 5.16.10.

Conduct Pending Closing. Except as otherwise expressly provided in this Agreement, during the period from the date hereof to the Closing, Color, DCP, and the DCP Shareholders will cause Logical to (a) conduct its operations according to its ordinary course of business consistent with past practices, including maintenance of books and records consistent with past practices, (b) use its reasonable best efforts to preserve intact its respective business organizations, (c) generally keep available the services of its officers and employees and generally maintain existing relationships with agents, licensors, licensees, suppliers, contractors, distributors, customers and others having business relationships with it, and (d) to the extent permitted by applicable law, confer with each other on significant operational matters and material decisions affecting the business of Logical. Without limiting the generality of the foregoing, and except as otherwise expressly provided contemplated by this Agreement, Color, DCP, and the DCP Shareholders will cause Logical not to, without Agreement or with the prior written consent of Colorthe Purchaser, from the date hereof until the Closing or termination of this Agreement as provided in Article 8, Seller shall not: (a) amend its charter documents vote any of the Subject Interests in favor of: (i) any amendment to the LLC Agreement or by-lawsthe Transaction Documents (as such terms are defined in the LLC Agreement); (ii) to take any of the actions contemplated under Section 7.4(b) of the LLC Agreement; (iii) any election to dissolve the Company; or (iv) issuing any equity interests, options, warrants, convertible securities or other rights of any kind to acquire any equity or ownership interest of the Company; (b) authorize for issuanceamend or otherwise change the certificate of formation, issue, sell, deliver limited partnership agreement or agree other organizational documents of Seller in any manner that would adversely affect or commit impede the ability of Seller to issue, sell or deliver (whether through consummate the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities or equity equivalents (including, without limitation, stock appreciation rights)transactions contemplated by this Agreement; (c) splitvote or consent to or permit its Managers (as defined in the LLC Agreement) to vote or consent to (i) sell, combine assign, transfer, lease, license or reclassify otherwise dispose of any shares of its assets owned by the Company; (ii) have the Company make or commit to make any capital stockexpenditure not approved under the existing Capital Expenditure Budget (as defined in the LLC Agreement); or (iii) create, declareincur, set aside assume, guarantee, endorse or pay any dividend otherwise become liable or other distribution responsible with respect to (whether in cashdirectly, stock, contingently or property or otherwise) any combination thereof) in respect indebtedness of its capital stock, or redeem, repurchase the Company or otherwise acquire amend, modify, alter, waive or otherwise change any of its securities;rights or obligations with respect thereto, including any claims thereunder; or (d) (i) incur agree to take any indebtedness for borrowed money or issue any debt securities or, assume, guarantee or endorse the obligations of any other Person; (ii) make any loans, advances or capital contributions to, or investments in, any other Person; (iii) pledge or otherwise encumber shares of its capital stock; or (iv) mortgage or pledge any of its assets, tangible or intangible, or create or suffer to exist any Lien thereupon; (e) enter into, adopt or (except as may be required action prohibited by law or the terms of any such arrangement, or this Agreement) terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee, amend any such arrangement as it relates to such directors, officers or employees or (except for increases in base compensation in the ordinary course of business consistent with past practice), increase in any manner the compensation or benefits of any director, officer or employee or, with respect to any director or officer, pay any benefit not required by any plan or arrangement as in effect as of the date hereof or, with respect to any employee who is not an officer or director, pay any benefit other than in the ordinary course of business consistent with past practice in accordance with plans or arrangements in effect as of the date hereof (including, without limitation, with respect to any such director, officer or employee, the granting of stock options, restricted stock, stock appreciation rights or performance units); (f) acquire, sell, lease or dispose of any assets outside the ordinary course of business or, whether or not in the ordinary course of business, any assets which in the aggregate exceed $2,500 or are material to Logical, or enter into any contract, agreement, commitment or transaction with respect thereto; (g) change any of the accounting principles, practices, methods or policies (including, without limitation, any reserving methods, practices or policies) used by it, except as may be required as a result of a change in law or GAAP; (i) acquire (by merger, consolidation, or acquisition of stock or assets, but excluding foreclosure) any corporation, partnership or other business organization or division thereof, (ii) authorize any new capital expenditure or expenditures which, individually, is in excess of $2,500 or, in the aggregate, are in excess of $10,000; (iii) settle any litigation; or (iv) enter into or amend any contract, agreement, commitment or arrangement with respect to any of the foregoing; (i) make any Tax election or settle or compromise any Tax liability, other than in the ordinary course of business or enter into any tax sharing agreements or arrangements with any party; (j) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in the financial statements (or the notes thereto) of Logical or incurred in the ordinary course of business consistent with past practice; (k) terminate, or in any manner material thereto modify, amend or waive compliance with, any provision of any of the material agreement; (l) incur any operating expenses, research and development expenses, capital expenditures, or other commitment in connection with any technology development activity with Delphax Technologies Inc.; or (m) take, or agree in writing or otherwise to take, any of the actions described above in this Section 5.16.14.