Common use of Ongoing Operations Clause in Contracts

Ongoing Operations. Except as otherwise required under this Section 7 and Section 8, each of the Company and the Company Subs shall conduct, and each of the Sellers shall use all commercially reasonable efforts to cause the Company and each of the Company Subs to conduct, their respective businesses diligently and substantially in the Ordinary Course and preserve for Buyer the present relationships between the Company and the Company Subs on the one hand and its suppliers, distributors, customers, trading partners and others having business relations with it on the other, and shall not, except with Buyer's prior written consent: (i) declare, make or pay any distributions or dividends, whether in cash or Property, on its capital stock or any other equity securities; (ii) make or grant any increases in salary or other compensation or bonuses to employees or terminate any employee (other than for good cause or, in the case of any employee other than a Seller or key or material employee, otherwise in the Ordinary Course); (iii) make any material adjustment in wages or hours of work; (iv) enter into or amend any agreement or transaction with any Person or entity who or which is an Associate or an Affiliate of the Company or any of the Company Subs; (v) permit or engage in any of the actions set forth in Section 4.25 (Related Party Transactions, Intercompany Transactions) hereof, except to the extent necessary to honor its existing obligations in place; (vi) acquire, exchange, transfer, sell or dispose of any Property or assets other than in the Ordinary Course; (vii) take any action, or suffer any action to be taken, which could cause any of the representations or warranties contained in Section 4 and Section 5 not to be true and correct on and as of the Closing Date; (viii) issue or grant any shares of capital stock or other securities (including any convertible security, option or warrant, whether under an existing option plan or otherwise); (ix) amend or repeal any of its Constituent Documents; (x) incur any Indebtedness or permit any of its assets or Property to become subject to any Lien other than Indebtedness incurred or Liens granted in the Ordinary Course or pursuant to the Protek Bridge Agreement; (xi) make any material capital expenditure; (xii) enter into, terminate or amend any Material Agreement; (xiii) discount, collect or write-off any accounts or notes receivables other than in the Ordinary Course; (xiv) offer present or prospective customers any promotional sales incentives other than in the Ordinary Course; (xv) fail to pay any account payable or other obligation of the Company when it becomes due and payable in the Ordinary Course, or extend or modify the terms for payment of the same; or (xvi) enter into any agreement to take any of the foregoing actions. Each Seller hereby severally agrees not to take any action, or suffer any action to be taken, which could cause any of such Seller's representations or warranties contained in Section 4 (if applicable) and Section 5 not to be true and correct on and as of the Closing Date.

Ongoing Operations. Except as otherwise required under this Section 7 and Section 8The Company shall, each of the Company and the Company Subs Founder shall conduct, and each of the Sellers shall use all commercially reasonable efforts to cause the Company to, conduct its business as heretofore conducted and each of the Company Subs use reasonable best efforts to conduct, their respective businesses diligently and substantially in the Ordinary Course and preserve for Buyer the present relationships between the Company and the Company Subs on the one hand and its suppliers, distributors, customers, trading partners customers and others having business relations with it on the otherit, and shall not, except with Buyer's prior written consent, which shall not be unreasonably withheld, delayed or conditioned: (i) declare, make or pay any distributions or dividends, whether in cash or Property, dividends on its capital stock or any other equity securities; (ii) make or grant any increases in salary or other compensation or bonuses to employees or terminate any employee (other than for good cause or, in connection with arrangements or agreements in effect as of the date hereof and specifically disclosed in writing to Buyer) or grant any employee any severance or termination pay except in accordance with the Company's existing policies as set forth in the case personnel manuals, if any, delivered to Buyer pursuant to Section 4.20 hereof, or establish, adopt, enter into or amend in any material respect any Employee Benefit Plan or any other bonus, profit sharing, thrift, pension, retirement, deferred compensation, policy or arrangement for the benefit of any employee other than a Seller directors, officers or key or material employee, otherwise in the Ordinary Course)employees; (iii) make any material general adjustment in wages the type or hours of workwork of its employees; (iv) enter into or amend any agreement or transaction with any Person person or entity who or which is an Associate associate or an Affiliate affiliate of the Company or any of the Company SubsSeller; (v) permit or engage in any of the actions or transactions set forth in Section 4.25 Sections 4.6 (Related Party Transactions, Intercompany Transactions) hereof, except to the extent necessary to honor its existing obligations in placenot otherwise covered by this Section 6.1(a)) and 4.23 hereof; (vi) acquire, exchange, transferlease, sell license or dispose of any Property property or assets assets, including, without limitation, any Intangible Property, other than in the Ordinary Courseordinary course of the Company's business; (vii) take any action, or suffer any action to be taken, which could cause any of the representations or warranties contained in Section 4 and Section 5 not to be true and correct on and as of the Closing Date; (viii) issue or grant any shares of capital stock or other securities (including any convertible security, option or warrantsecurities, whether under an existing option plan or otherwise)not such are exercisable for, convertible into or exchangeable for shares of capital stock or such other securities; (ixviii) amend or repeal any of its Constituent Documents; (xix) incur any Indebtedness indebtedness or permit any of its assets or Property property including, without limitation, any Intangible Property, to become subject to any Lien other than Indebtedness Permitted Liens and indebtedness incurred or Liens granted in the Ordinary Course or pursuant to ordinary course of the Protek Bridge AgreementCompany's business; (x) make any capital expenditure in excess of $10,000; (xi) make any material capital expenditure; (xii) enter into, terminate or amend any Material Agreement; (xiiixii) discount, collect or write-off any accounts or notes receivables other than in the Ordinary Courseordinary course of business; (xivxiii) offer present or prospective customers any promotional sales incentives other than in operate the Ordinary Course; (xv) fail to pay any account payable or other obligation business of the Company when it becomes due and payable in the Ordinary Course, or extend or modify the terms for payment outside of the sameordinary course of business except as specifically required by this Agreement; or (xvixiv) enter into any agreement to take any of the foregoing actions. Each Seller hereby severally agrees not to take any action, or suffer any action to be taken, which could cause any of such Seller's representations or warranties contained in Section 4 (if applicable) and Section 5 not to be true and correct on and actions except as of the Closing Daterequired by this Agreement.

Ongoing Operations. Except as otherwise required under this Section 7 for permitting the key man life insurance policies on Barry Beroth and Section 8Ian Poynton to lapse, each of the Company shall, and the Fou▇▇▇▇▇ ▇▇▇ ▇▇e Sel▇▇▇▇ (▇▇▇▇ respect only to subpart (viii) below) shall cause the Company Subs shall conductto, conduct its business as heretofore conducted and each of the Sellers shall use all commercially reasonable efforts to cause the Company and each of the Company Subs to conduct, their respective businesses diligently and substantially in the Ordinary Course and preserve for Buyer the present relationships between the Company and the Company Subs on the one hand and its suppliers, distributors, customers, trading partners customers and others having business relations with it on the otherits, and shall not, except with Buyer's prior written consent: consent (which shall not be unreasonably withheld): (i) declare, make or pay any distributions or dividends, whether in cash or Property, dividends on its capital stock or any other equity securities; (ii) make or grant any increases in salary or other compensation or bonuses to employees or terminate any employee (other than for good cause or, in connection with arrangements or agreements in effect as of the date hereof and specifically disclosed in writing to Buyer) or grant any employee any severance or termination pay except in accordance with the Company's existing policies as set forth in the case personnel manuals delivered to Buyer pursuant to Section 4.20 hereof, or establish, adopt, enter into or amend in any material respect any bonus, profit sharing, thrift, pension, retirement, deferred compensation, policy or arrangement for the benefit of any employee other than a Seller directors, officers or key or material employee, otherwise in the Ordinary Course)employees; (iii) make any material general adjustment in wages the type or hours of workwork of its employees; (iv) enter into or amend any agreement or transaction with any Person person or entity who or which is an Associate associate or an Affiliate affiliate of the Company or any of the Company SubsSeller; (v) permit or engage in any of the actions or transactions set forth in Section 4.25 Sections 4.6 (Related Party Transactions, Intercompany Transactions) hereof, except to the extent necessary to honor its existing obligations in placenot otherwise covered by this Section 6.1(a)) and 4.23 hereof; (vi) acquire, exchange, transferlease, sell license or dispose of any Property property or assets assets, including, without limitation, any Intangible Property, other than in the Ordinary Courseordinary course of business; (vii) take any action, or suffer any action to be taken, which could cause any of the representations or warranties contained in Section 4 and Section 5 not to be true and correct on and as of the Closing Date; (viii) issue or grant any shares of capital stock or other securities (including any convertible security, option or warrantsecurities, whether under an existing option plan or otherwise)not such are exercisable for, convertible into or exchangeable for shares of capital stock or such other securities; (ixviii) amend or repeal any of its Constituent Documents; (xix) incur any Indebtedness indebtedness or permit any of its assets or Property property including, without limitation, any Intangible Property, to become subject to any Lien other than Indebtedness Permitted Liens (as defined in Section 4.17 hereof) and indebtedness incurred or Liens granted in the Ordinary Course or pursuant to the Protek Bridge Agreementordinary course of business; (x) make any capital expenditure in excess of $50,000; (xi) make any material capital expenditure; (xii) enter into, terminate or amend any Material Agreement; (xiiixii) discount, collect or write-off any accounts or notes receivables other than in the Ordinary Courseordinary course of business; (xiii) waive any valuable right of the Company; (xiv) offer present or prospective customers any promotional sales incentives other than in operate the Ordinary Course; (xv) fail to pay any account payable or other obligation business of the Company when it becomes due and payable in the Ordinary Course, or extend or modify the terms for payment outside of the sameordinary course of business except as specifically required by this Agreement; or (xvixv) enter into any agreement to take any of the foregoing actions. Each Seller hereby severally agrees not to take any action, or suffer any action to be taken, which could cause any of such Seller's representations or warranties contained in Section 4 (if applicable) and Section 5 not to be true and correct on and actions except as of the Closing Daterequired by this Agreement.

Ongoing Operations. Except as otherwise required under this Section 7 and Section 8The Companies shall, each of the Company and the Company Subs Shareholder ------------------ shall conduct, and each of the Sellers shall use all commercially reasonable efforts to cause the Company and each of the Company Subs to conductCompanies to, conduct their respective businesses diligently and substantially in the Ordinary Course same manner as heretofore conducted and use reasonable best efforts to preserve for Buyer the present relationships between the Company and the Company Subs Companies on the one hand and its their suppliers, distributors, customers, trading partners customers and others having business relations with it either of them on the other, and shall not, except with Buyer's prior written consent: (i) declare, make or pay any distributions or dividends, whether in cash or Property, dividends on its their capital stock or any other equity securitiessecurities not reflected in the Interim Financial Statements; (ii) make or grant any increases in salary or other compensation or bonuses to employees or terminate any employee (other than in connection with arrangements or agreements in effect as of the date hereof and specifically disclosed in writing to Buyer) in excess of a rate of $5,000 per annum for good cause orany individual employee or a rate of $25,000 per annum for all employees, or grant any employee any severance or termination pay except in accordance with the Companies' existing policies as set forth in the case personnel manuals delivered to Buyer pursuant to Section 4.21 hereof, or establish, adopt, enter into or amend in any material respect any bonus, profit sharing, thrift, pension, retirement, deferred compensation, policy or arrangement for the benefit of any employee other than a Seller directors, officers or key or material employee, otherwise in the Ordinary Course)employees; (iii) make any material general adjustment in wages the type or hours of workwork of their employees; (iv) enter into or amend any agreement or transaction with any Person person or entity who or which is an Associate associate or an Affiliate affiliate of the Company Companies or any of the Company SubsShareholder; (v) permit or engage in any of the actions or transactions set forth in Section 4.25 Sections 4.6 (Related Party Transactions, Intercompany Transactions) hereof, except to the extent necessary to honor its existing obligations in placenot otherwise covered by this Section 6.1(a)) and 4.24 hereof; (vi) acquire, exchange, transferlease, sell license or dispose of any Property property or assets assets, other than in the Ordinary Courseordinary course of business; (vii) take any action, or suffer any action to be taken, which could cause any of the representations or warranties contained in Section 4 and Section 5 not to be true and correct on and as of the Closing Date; (viii) issue or grant any shares of capital stock or other securities (including any convertible security, option or warrantsecurities, whether under an existing option plan or otherwise)not such are exercisable for, convertible into or exchangeable for shares of capital stock or such other securities; (ixviii) amend or repeal any of its their Constituent Documents; (xix) incur any Indebtedness indebtedness or permit any of its their assets or Property property to become subject to any Lien other than Indebtedness Permitted Liens (as defined in Section 4.18 hereof) and indebtedness incurred or Liens granted in the Ordinary Course or pursuant to the Protek Bridge Agreementordinary course of business; (x) make any capital expenditure in excess of $50,000; (xi) make any material capital expenditure; (xii) enter into, terminate or amend any Material Agreement; (xiiixii) discount, collect or write-off any accounts or notes receivables other than in the Ordinary Courseordinary course of business; (xivxiii) offer present or prospective customers waive any promotional sales incentives other than in the Ordinary Course; (xv) fail to pay any account payable or other obligation valuable right of the Company when it becomes due and payable in the Ordinary Course, or extend or modify the terms for payment of the same; or (xvi) enter into any agreement to take any of the foregoing actions. Each Seller hereby severally agrees not to take any action, or suffer any action to be taken, which could cause any of such Seller's representations or warranties contained in Section 4 (if applicable) and Section 5 not to be true and correct on and as of the Closing Date.Companies;