Common use of Prohibited Actions Clause in Contracts

Prohibited Actions. The Company shall not, and the Seller shall cause the Company not to, do any of the following: (i) effect any change to the Company Charter Documents that is adverse to the Buyer; (ii) acquire, lease, license, pledge or dispose of any material properties or assets, except in the ordinary course of business consistent with past practice; (iii) incur any indebtedness for borrowed money, other than in the ordinary course of business pursuant to the Senior Credit Facility; (iv) subject any of its properties or assets to any Lien, other than Permitted Liens; (v) make any non-cash dividend or distribution or issue, repurchase or redeem any shares or any options, warrants, convertible or exchangeable securities or other rights to acquire equity interests of the Company; (vi) modify or amend in any material respect or cancel or terminate any Material Contract, other than in the ordinary course of business; (vii) make any material change in its Tax or accounting practices, other than any change required by GAAP or any Legal Requirement; (viii) make any material change to any Tax Return, other than any change required by any Legal Requirement; (ix) solely with respect to the Company, make, revoke or change any material Tax election, enter into any material closing agreement, settle or compromise any material liability, audit assessment, refund, claim or other assessment in respect of Taxes, consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes, surrender any right to claim a material Tax refund, offset or other reduction in Tax liability, or file any material Tax refund claim or amended Tax Return; (x) acquire any business, whether by merger, amalgamation or consolidation, purchase of assets or equity interests or any other manner; (xi) make any capital expenditures other than (A) maintenance capital expenditures in the ordinary course of business or (B) as contemplated by the Company’s existing budget; (xii) make any increase in the cash compensation (including incentive or bonus payments), other than (A) normal individual salary or wage increases in the ordinary course of business, (B) payments to which the Company is already committed, and (C) the Sale Bonuses, provided that nothing herein shall permit any increase to the amount of the Sale Bonuses other than pursuant to the terms thereof as of the date of this Agreement; (xiii) enter into, modify, amend, renew or terminate any employment, consulting, severance, change in control, or similar agreement or arrangement with any director, officer or employee of the Company other than at will agreements; (xiv) make any material change to any Benefit Plan, other than amending the Crane pension plan to permit employees to take an early lump sum distribution, provide an additional six months of vesting credit in the pension plan for the sole purpose of vesting, amending cash bonuses and other cash incentive plans to implement changes recently approved by the Seller’s board of directors, and any changes in the ordinary course of business or required by any Legal Requirement; (xv) enter into or assume any contract or agreement with revenues in any fiscal year in excess of $500,000 or $1,000,000 over the life of the contract or agreement outside the ordinary course of business of the Company; (xvi) initiate, settle or agree to settle any legal action or other proceeding, other than for the routine collection of bills and, with respect to any settlement or agreement to settle, where the amount in controversy does not exceed $250,000 and does not involve injunctive or other equitable relief or a claim against a Governmental Authority; (xvii) enter into any contract or other transaction with any officer, manager, director, employee, consultant, or Affiliate of the Company (or any officer, manager, director, employee or consultant of such Affiliate) other than in the ordinary course of business or as required by this Agreement; (xviii) enter a new line of business; or (xix) commit to do any of the foregoing (other than, with respect to any of the foregoing qualified by “except in the ordinary course of business”, in the ordinary course of business). The Company shall deliver to the Buyer an updated Schedule 2.10 (‘Material Contracts’) effective as of a date no more than five (5) business days prior to Closing. All contracts included on such updated Schedule 2.10 shall be deemed Material Contracts, and the representations and warranties set forth in Section 2.10 shall apply thereto. Notwithstanding anything to the contrary contained in this Agreement or otherwise, prior to the Closing the Seller and its Affiliates shall have the right to remove from the Company all cash and cash equivalents in the manner as determined by the Seller (including by means of dividends, the creation or repayment of intercompany debt or otherwise).

Prohibited Actions. The Company Such party shall not, and shall not permit its respective Subsidiaries (with respect to HSI and its Subsidiaries, solely with respect to the Seller shall cause the Company not Contributed Schein Vet Business) to, do any of the following: (i) solely with respect to ▇▇▇▇▇▇ Holding and its Subsidiary, effect any change to the Company Charter Documents that is adverse to the Buyerof ▇▇▇▇▇▇ Holding or any of its Subsidiaries, except as expressly contemplated by this Agreement; (ii) acquire, lease, license, pledge or dispose of any material of its properties or assetsassets (including any Intellectual Property), except in the ordinary course of business consistent with past practicebusiness; (iii) incur any indebtedness Indebtedness for borrowed money, other than in the ordinary course of business pursuant to the Senior Credit Facilitybusiness; (iv) subject any of its properties or assets to any Lien, other than Permitted Liens; (v) solely with respect to ▇▇▇▇▇▇ Holding and its Subsidiaries, make any non-cash dividend or distribution on or issueredemption of its equity interests, repurchase except for dividends or redeem any shares distributions of cash (A) to the ▇▇▇▇▇▇ Holding Members for purposes of paying income Taxes allocable to such members pursuant to the operating agreement for ▇▇▇▇▇▇ Holding as in effect on the date hereof or any options, warrants, convertible or exchangeable securities or other rights to acquire equity interests of the Company(B) expressly contemplated by this Agreement; (vi) modify (A) solely with respect to ▇▇▇▇▇▇ Holding and its Subsidiaries, issue, sell, purchase or amend in redeem any material capital stock or equity interest except as expressly contemplated by this Agreement, and (B) solely with respect to MergerSub, issue, sell, purchase or redeem any Equity Securities except as expressly contemplated by this Agreement; (vii) modify, amend, cancel or terminate any HSI Material Contract or ▇▇▇▇▇▇ Material Contract, as applicable, in any material respect, other than in the ordinary course of business; (viiviii) make any material change in its Tax or accounting practices, methods or policies or systems of internal accounting controls, other than any change required by GAAP Applicable Law, regulatory accounting requirements or any Legal RequirementGAAP; (viiiix) make any material change to any material Tax election or material Tax Return, other than any change required by any Legal Requirement; (ix) solely with respect to the Company, make, revoke or change any material Tax election, enter into any material closing agreement, settle or compromise any material liability, audit assessment, refund, claim or other assessment in respect of Taxes, consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes, surrender any right to claim a material Tax refund, offset or other reduction in Tax liability, or file any material Tax refund claim or amended Tax ReturnApplicable Law; (x) acquire make any material change to its customer pricing, rebates or discounts, other than in the ordinary course of business, whether by merger, amalgamation or consolidation, purchase of assets or equity interests or any other manner; (xi) make any capital expenditures other than (A) maintenance capital expenditures expenditure or commitment therefor in excess of $100,000 individually or $200,000 in the ordinary course of business or (B) as contemplated by the Company’s existing budgetaggregate; (xii) make any increase in the cash compensation (including incentive loans, advances or bonus payments)capital contributions to, or investments in, any other Person other than loans, advances or capital contributions by such party (A) normal individual salary or wage increases to any employee in connection with business expenses in the ordinary course of business, (B) payments to which trade creditors in the Company is already committedordinary course of business, and or (C) the Sale Bonuses, provided that nothing herein shall permit any increase to the amount of the Sale Bonuses other than pursuant to HSI Benefit Plans or ▇▇▇▇▇▇ Benefit Plans, as applicable, in the terms thereof as ordinary course of the date of this Agreementbusiness; (xiii) enter intoexcept as may be required by this Agreement or Applicable Law, modify, amend, renew or terminate (A) amend in any employment, consulting, severance, change in controlmaterial respect, or similar agreement adopt or arrangement with terminate, any directorHSI Benefit Plans or ▇▇▇▇▇▇ Benefit Plans, officer as applicable, for the benefit of its employees, former employees, consultants or employee of the Company other than at will agreements; directors, (xivB) make grant any material change to any Benefit Plan, other than amending the Crane pension plan to permit employees to take an early lump sum distribution, provide an additional six months of vesting credit general increase in the pension plan for the sole purpose compensation or benefits of vestingits employees, amending cash bonuses and other cash incentive plans to implement changes recently approved by the Seller’s board of consultants, officers or directors, and any changes except in the ordinary course of business or required by any Legal Requirement; and consistent with past practice, (xv) enter into or assume any contract or agreement with revenues in any fiscal year in excess of $500,000 or $1,000,000 over the life of the contract or agreement outside the ordinary course of business of the Company; (xvi) initiate, settle or agree to settle any legal action or other proceeding, other than for the routine collection of bills and, with respect to any settlement or agreement to settle, where the amount in controversy does not exceed $250,000 and does not involve injunctive or other equitable relief or a claim against a Governmental Authority; (xviiC) enter into any contract employment or consulting agreement, except as set forth on Schedule 8.2(b)(xiii) or with the written consent of the other transaction with any officer, manager, director, employee, consultantparty, or Affiliate of the Company (or D) enter into any officer, manager, director, employee or consultant of such Affiliate) other than in the ordinary course of business or as required by this Agreement;collective bargaining agreement; and (xviii) enter a new line of business; or (xixxiv) commit to do any of the foregoing (other than, with respect to any of the foregoing qualified by “except in the ordinary course of business”, in the ordinary course of business). The Company shall deliver to the Buyer an updated Schedule 2.10 (‘Material Contracts’) effective as of a date no more than five (5) business days prior to Closing. All contracts included on such updated Schedule 2.10 shall be deemed Material Contracts, and the representations and warranties set forth in Section 2.10 shall apply thereto. Notwithstanding anything to the contrary contained in this Agreement or otherwise, prior to the Closing the Seller and its Affiliates shall have the right to remove from the Company all cash and cash equivalents in the manner as determined by the Seller (including by means of dividends, the creation or repayment of intercompany debt or otherwise)foregoing.

Prohibited Actions. The Except as contemplated by the Reorganization, the Company shall not, and the Seller shall cause the Company not to, permit any of its Subsidiaries to do any of the following: (i) effect any change to the organizational documents of any Company Charter Documents that is adverse to the BuyerEntity; (ii) redeem any equity securities of any Company Entity; (iii) acquire, lease, license, pledge license or dispose of any material properties or assets, except in the ordinary course of business consistent with past practice; (iii) incur any indebtedness for borrowed money, other than in the ordinary course of business pursuant to the Senior Credit Facilitypractice or as contemplated by Section 5.14; (iv) subject any of its properties or assets to any Lien, other than Permitted Liens; (v) make any non-cash dividend or distribution or issue, repurchase authorize, deliver, grant or redeem transfer, pledge, encumber or sell, any shares equity securities of, or any options, warrants, convertible or exchangeable securities or other rights to acquire equity interests of securities of, the CompanyCompany Entities, except as contemplated by Section 5.13 or in connection with the Existing Credit Facilities; (vi) adopt a plan or agreement of liquidation, dissolution, restructuring or other reorganization; (vii) enter into any commitment for capital expenditures of a Company Entity in excess of $1,000,000 in the aggregate; (viii) enter into any labor or collective bargaining or similar agreement; (ix) modify or amend or waive any right in respect of, in any material respect respect, or cancel or terminate terminate, any Material Contract, other than in the ordinary course of business consistent with past practice; (x) enter into any new line of business; (viixi) enter into any merger or consolidation with any person, or acquire any securities or make any investment in any other person, including any corporation, 41 partnership, limited liability company, other business organization or division thereof or any assets; (xii) make any material change in its Tax or accounting practices, other than any change required by GAAP or any Legal RequirementLaw; (viiixiii) make amend any material change to any Tax Return, other than any change required by any Legal Requirement; (ix) solely with respect to the Company, make, revoke or change any material Tax electionelection in respect of Taxes, enter into any material closing agreement, settle agreement or compromise settlement of any material liability, audit assessment, refund, claim or other assessment in respect of Taxes, consent to apply for any extension of time to file any Tax Return (other than an automatic extension of time) or waiver an extension of time to pay any Tax (other than an automatic extension of time), extend or waive the limitation period applicable to any material claim or assessment in respect of Taxes, surrender waive any right entitlement to claim a material Tax refund, offset or other reduction in Tax liability, or file any material Tax refund claim or amended credit, apply for any Tax Returnruling or agreement with any Governmental Authority; (xxiv) acquire any businessbusiness or any division thereof, whether by merger, amalgamation or consolidation, purchase of assets or equity interests or any other manner; (xixv) fail to maintain in full force and effect, insurance policies covering Company Entities and their respective properties, businesses, assets and operations in a form and amount consistent with past practice; (xvi) make or promise any capital expenditures increase in the compensation of any Business Employee or Business Service Provider, other than than, with respect to (A) maintenance capital expenditures employees at or below the level of Vice President, and (B) Business Service Providers with annual compensation less than $75,000 per year, in each case, routine increases in cash compensation in the ordinary course of business and consistent with past practice, or (B) as contemplated required by the Company’s written terms of any existing budgetemployment agreement or Benefit Plan; (xiixvii) make make, promise or enter into any increase in the cash compensation (including incentive agreement to provide any bonus, severance, incentive, retention, change of control or bonus payments)other similar payment to any Business Employee or Business Service Provider, other than (A) normal individual salary with respect to any bonus or wage increases severance payment required to be made in accordance with the ordinary course written terms of businessany existing Benefit Plan; provided that, (B) payments to which the Company is already committedin each case, and (C) the Sale Bonuses, provided that nothing herein shall permit any increase prior to the amount of the Sale Bonuses other than pursuant to the terms thereof Closing but effective as of the date Closing, the Company Entities shall make an offer of this Agreementemployment to each of the Offer Employees; (xiiixviii) enter into, modify, amend, renew create or terminate adopt any employment, consulting, severance, change in controlnew Benefit Plan for the benefit of any Business Employee or Business Service Provider, or similar agreement or arrangement with any director, officer or employee of the Company other than at will agreements; (xiv) make any material change to or terminate any existing Benefit Plan, other than amending the Crane pension plan to permit employees to take an early lump sum distribution, provide an additional six months of vesting credit in the pension plan for the sole purpose of vesting, amending cash bonuses and other cash incentive plans to implement changes recently approved by the Seller’s board of directors, and Plan (or any changes in the ordinary course of business or required by any Legal Requirement; (xv) enter into or assume any contract or agreement with revenues in any fiscal year in excess of $500,000 or $1,000,000 over the life of the contract or agreement outside the ordinary course of business of the Company; (xvi) initiate, settle or agree to settle any legal action or other proceeding, other than for the routine collection of bills and, funding arrangement with respect to any settlement or agreement Benefit Plan), other than as required by Law; provided that, in each case, prior to settlethe Closing but effective as of the Closing, where the amount in controversy does not exceed $250,000 and does not involve injunctive or other equitable relief or a claim against a Governmental AuthorityCompany Entities shall make an offer of employment to each of the Offer Employees; (xviixix) enter into grant, announce or promise any contract equity or other transaction with equity-based compensation to any officerBusiness Employee or Business Service Provider; (xx) hire, managerpromote or change the title of any officer of any Company Entity; (xxi) fund or accelerate the vesting or payment of, directorany compensation or benefits under any existing Benefit Plan, employee, consultant, or Affiliate of except as required by the Company (or any officer, manager, director, employee or consultant written terms of such AffiliateBenefit Plan or applicable Law; (xxii) make any loan or advances to any Person, other than in the ordinary course of business or as required by this Agreementconsistent with past practice; (xviiixxiii) enter a new line combine, redeem, reclassify or otherwise acquire, directly or indirectly, any equity securities of businessany Company Entity, or make any changes in the capital structure of any Company Entity; (xxiv) pay, discharge, settle or compromise any legal proceeding, involving aggregate payments in excess of $500,000; or (xixxxv) commit agree to do any of the foregoing (other than, with respect to any of the foregoing qualified by “except in the ordinary course of business”, in the ordinary course of business). The Company shall deliver to the Buyer an updated Schedule 2.10 (‘Material Contracts’) effective as of a date no more than five (5) business days prior to Closing. All contracts included on such updated Schedule 2.10 shall be deemed Material Contracts, and the representations and warranties set forth in Section 2.10 shall apply theretoforegoing. Notwithstanding anything to the contrary contained herein, nothing contained in this Agreement will give the Buyer, directly or otherwiseindirectly, rights to control of direct the business or operations of the Company Entities prior to the Closing Closing. Prior to the Seller and its Affiliates shall have the right to remove from Closing, the Company all cash Entities will exercise, consistent with the terms and cash equivalents in conditions of this Agreement, control of their respective business and operations, subject to the manner as determined by the Seller (including by means terms of dividends, the creation or repayment of intercompany debt or otherwise)this Section 5.2.

Prohibited Actions. The Company shall notUntil the date that the Final Merger Consideration is finally determined pursuant to Section 3.7, except to the extent otherwise required by applicable Law, none of Parent and its Affiliates (including the Seller shall cause Surviving Corporation) shall, without the Company not to, do any written consent of the following: Equityholders’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed) (i) amend any Tax Returns of the Company, (ii) extend or waive, or cause to be extended or waived, or permit the Company to extend or waive, any statute of limitations or other period for the assessment of any Tax or deficiency related to a Pre‑Closing Tax Period (other than as a result of obtaining and using any extensions of time to file Tax Returns or pay Taxes that are automatically or routinely granted), (iii) make or change any material Tax election or accounting method or change any practice that has retroactive effect to any change Pre‑Closing Tax Period with respect to the Company Charter Documents (other than any elections that is adverse to the Buyer; (ii) acquire, lease, license, pledge or dispose of any material properties or assets, except are made on an annual basis and that are made in the ordinary course of business a manner consistent with past practice; (iii) incur any indebtedness for borrowed money), other than in the ordinary course of business pursuant to the Senior Credit Facility; or (iv) subject initiate any of its properties or assets voluntary disclosure with any Governmental Authority relating to any Lien, other than Permitted Liens; (v) make any non-cash dividend actual or distribution potential Tax payment or issue, repurchase or redeem any shares or any options, warrants, convertible or exchangeable securities or other rights to acquire equity interests Tax Return filing obligation of the Company; Company for any Pre-Closing Tax Period. Except to the extent otherwise required by applicable Law, none of Parent and its Affiliates (viincluding the Surviving Corporation) modify shall, without the written consent of the Equityholders’ Representative (which consent shall not be unreasonably withheld, conditioned or amend in delayed), take any material action on the Closing Date with respect or cancel or terminate any Material Contract, to the Company other than in the ordinary course of business; , except as required or expressly contemplated by this Agreement, that is intended to, or would reasonably be expected to, increase the Unpaid Tax Liability Amount or liability for any Pre-Closing Taxes. Notwithstanding the foregoing, no election shall be made under Section 336(e) or Section 338 of the Code (vii) make any material change in its Tax or accounting practices, other than any change required by GAAP or any Legal Requirement; comparable applicable provision of state, local or non-U.S. Tax Law) by Parent (viii) make any material change to any Tax Return, other than any change required by any Legal Requirement; (ix) solely with respect to the Company, make, revoke or change any material Tax election, enter into any material closing agreement, settle or compromise any material liability, audit assessment, refund, claim or other assessment in respect of Taxes, consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes, surrender any right to claim a material Tax refund, offset or other reduction in Tax liability, or file any material Tax refund claim or amended Tax Return; (x) acquire any business, whether by merger, amalgamation or consolidation, purchase of assets or equity interests or any other manner; (xiof its Affiliates, including the Surviving Corporation) make any capital expenditures other than (A) maintenance capital expenditures in the ordinary course of business or (B) as contemplated by the Companyconnection with Parent’s existing budget; (xii) make any increase in the cash compensation (including incentive or bonus payments), other than (A) normal individual salary or wage increases in the ordinary course of business, (B) payments to which the Company is already committed, and (C) the Sale Bonuses, provided that nothing herein shall permit any increase to the amount of the Sale Bonuses other than pursuant to the terms thereof as of the date of this Agreement; (xiii) enter into, modify, amend, renew or terminate any employment, consulting, severance, change in control, or similar agreement or arrangement with any director, officer or employee of the Company other than at will agreements; (xiv) make any material change to any Benefit Plan, other than amending the Crane pension plan to permit employees to take an early lump sum distribution, provide an additional six months of vesting credit in the pension plan for the sole purpose of vesting, amending cash bonuses and other cash incentive plans to implement changes recently approved by the Seller’s board of directors, and any changes in the ordinary course of business or required by any Legal Requirement; (xv) enter into or assume any contract or agreement with revenues in any fiscal year in excess of $500,000 or $1,000,000 over the life of the contract or agreement outside the ordinary course of business acquisition of the Company; (xvi) initiate, settle or agree to settle any legal action or other proceeding, other than for the routine collection of bills and, with respect to any settlement or agreement to settle, where the amount in controversy does not exceed $250,000 and does not involve injunctive or other equitable relief or a claim against a Governmental Authority; (xvii) enter into any contract or other transaction with any officer, manager, director, employee, consultant, or Affiliate of the Company (or any officer, manager, director, employee or consultant of such Affiliate) other than in the ordinary course of business or as required by this Agreement; (xviii) enter a new line of business; or (xix) commit to do any of the foregoing (other than, with respect to any of the foregoing qualified by “except in the ordinary course of business”, in the ordinary course of business). The Company shall deliver to the Buyer an updated Schedule 2.10 (‘Material Contracts’) effective as of a date no more than five (5) business days prior to Closing. All contracts included on such updated Schedule 2.10 shall be deemed Material Contracts, and the representations and warranties set forth in Section 2.10 shall apply thereto. Notwithstanding anything to the contrary contained in this Agreement or otherwise, prior to the Closing the Seller and its Affiliates shall have the right to remove from the Company all cash and cash equivalents in the manner as determined by the Seller (including by means of dividends, the creation or repayment of intercompany debt or otherwise).

Prohibited Actions. The Company Without the consent of the Securityholders’ Representative (which shall not be unreasonably withheld, conditioned or delayed), but only to the extent (a) the Escrow Agreement has not terminated and then, only to the extent there is any unapplied Indemnity Escrow Amount or (b) Securityholders could be directly liable for Tax by any of the following actions, Parent shall not, and the Seller shall cause the Company not toand its Subsidiaries, do any and each of the following: its and their Affiliates to not: (i) effect file any change Tax Return (except as set forth in Section 5.11(a)) or amend any Tax Return for or with respect to the Company Charter Documents that is adverse or any of its Subsidiaries with respect to the Buyer; any Pre-Closing Tax Period; (ii) acquiremake or cause to be made any extraordinary transaction or event on the Closing Date after the Closing for or with respect to the Company or its Subsidiaries; (iii) voluntarily disclose any item or advocate any position in any Tax-related audit, leaseadministrative proceeding or judicial proceeding with respect to a Pre-Closing Tax Period, license, pledge in each case for or dispose with respect to the Company or its Subsidiaries; (iv) except through the extension of time to file any material properties or assets, except original Tax Return in the ordinary course course, waive or otherwise extend any statute of business consistent limitations with past practice; (iii) incur respect to any indebtedness Pre-Closing Tax Period or any Tax associated with any Pre-Closing Tax Period, in each case for borrowed money, other than in the ordinary course of business pursuant or with respect to the Senior Credit Facility; (iv) subject any of Company or its properties or assets to any Lien, other than Permitted Liens; Subsidiaries; (v) make any non-cash dividend or distribution or issue, repurchase or redeem any shares or any options, warrants, convertible or exchangeable securities or other rights to acquire equity interests of the Company; (vi) modify or amend in any material respect or cancel or terminate any Material Contract, other than in the ordinary course of business; (vii) make any material change in its Tax or accounting practices, other than any change required by GAAP or any Legal Requirement; (viii) make any material change to any Tax Return, other than any change required by any Legal Requirement; (ix) solely election with respect to the CompanyCompany or its Subsidiaries with an effect on or before the Closing Date, make(vi) cause or permit the change or adoption of any accounting method or convention or Tax position that shifts taxable income from a taxable period (or portion thereof) beginning after the Closing Date to a taxable period (or portion thereof) ending on or before the Closing Date or that shifts deductions or losses from a taxable period (or portion thereof) ending on or before the Closing Date to a taxable period (or portion thereof) beginning after the Closing Date, revoke or change any material Tax election, enter into any material closing agreement, settle or compromise any material liability, audit assessment, refund, claim or other assessment in respect of Taxes, consent (vii) surrender to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes, surrender Tax authority any right to claim a material Tax refund, offset or other reduction in Tax liability, or file any material Tax refund claim or amended Tax Return; (x) acquire any business, whether by merger, amalgamation or consolidation, purchase of assets or equity interests or any other manner; (xi) make any capital expenditures other than (A) maintenance capital expenditures in the ordinary course of business or (B) as contemplated by the Company’s existing budget; (xii) make any increase in the cash compensation (including incentive or bonus payments), other than (A) normal individual salary or wage increases in the ordinary course of business, (B) payments to which the Company is already committed, and (C) the Sale Bonuses, provided that nothing herein shall permit any increase to the amount of the Sale Bonuses other than pursuant to the terms thereof as of the date of this Agreement; (xiii) enter into, modify, amend, renew or terminate any employment, consulting, severance, change in control, or similar agreement or arrangement with any director, officer or employee for Taxes of the Company other than at will agreements; or its Subsidiaries, or (xivviii) make take any material change to any Benefit Plan, other than amending action after the Crane pension plan to permit employees to take an early lump sum distribution, provide an additional six months Closing but on the Closing Date that is outside the Ordinary Course of vesting credit in ‎Business of the pension plan for Company or its Subsidiaries that affects a Pre-Closing Tax Period of the sole purpose of vesting, amending cash bonuses and other cash incentive plans to implement changes recently approved by the Seller’s board of directorsCompany or its Subsidiaries‎. Parent shall not make, and shall cause the Company and its Subsidiaries and each of its and their Affiliates to not make, any changes in the ordinary course of business election under Code Sections 336(e) or required by any Legal Requirement; (xv) enter into or assume any contract or agreement with revenues in any fiscal year in excess of $500,000 or $1,000,000 over the life of the contract or agreement outside the ordinary course of business of the Company; (xvi) initiate, settle or agree to settle any legal action or other proceeding, other than for the routine collection of bills and, 338 with respect to any settlement the Pre-Closing Tax Period, in each case for or agreement to settle, where the amount in controversy does not exceed $250,000 and does not involve injunctive or other equitable relief or a claim against a Governmental Authority; (xvii) enter into any contract or other transaction with any officer, manager, director, employee, consultant, or Affiliate of the Company (or any officer, manager, director, employee or consultant of such Affiliate) other than in the ordinary course of business or as required by this Agreement; (xviii) enter a new line of business; or (xix) commit to do any of the foregoing (other than, with respect to any of the foregoing qualified by “except in the ordinary course of business”, in the ordinary course of business). The Company shall deliver to the Buyer an updated Schedule 2.10 (‘Material Contracts’) effective as of a date no more than five (5) business days prior to Closing. All contracts included on such updated Schedule 2.10 shall be deemed Material Contracts, and the representations and warranties set forth in Section 2.10 shall apply thereto. Notwithstanding anything to the contrary contained in this Agreement or otherwise, prior to the Closing the Seller and its Affiliates shall have the right to remove from the Company all cash and cash equivalents in the manner as determined by the Seller (including by means of dividends, the creation or repayment of intercompany debt or otherwise)its Subsidiaries.

Prohibited Actions. The Company shall not, and the Seller shall cause the Company not to, do any of the followingwithout Acquirer's prior written consent: (i) effect any change to the Company Charter Documents that is adverse to the Buyer; (ii) acquire, lease, license, pledge or dispose of any material properties or assets, except in the ordinary course of business consistent with past practice; (iiia) incur any indebtedness for borrowed money or guarantee any such indebtedness of another person; (b) lend any money, other than reasonable and normal advances to employees for bona fide expenses that are incurred in the ordinary course of the Company's business pursuant to the Senior Credit Facilityconsistent with its past practices, or prepay any indebtedness; (ivc) subject enter into any of its properties or assets to any Lien, other than Permitted Liens; (v) make any non-cash dividend or distribution or issue, repurchase or redeem any shares material transaction or any optionscontract, warrantsagreement, convertible arrangement, commitment or exchangeable securities undertaking or take any other rights to acquire equity interests of the Company; (vi) modify or amend in any material respect or cancel or terminate any Material Contract, other than action not in the ordinary course of businessthe Company's business consistent with its past practices; (viid) make grant any material change in Encumbrance on any of its Tax or accounting practices, other than any change required by GAAP or any Legal Requirementassets; (viiie) make sell, transfer or dispose of any material change to any Tax Return, other than any change required by any Legal Requirement; (ix) solely with respect to of its assets except for the Company, make, revoke or change any material Tax election, enter into any material closing agreement, settle or compromise any material liability, audit assessment, refund, claim or other assessment in respect sale of Taxes, consent to any extension or waiver its hardware products and nonexclusive object code license of the limitation period applicable to any material claim or assessment in respect of Taxes, surrender any right to claim a material Tax refund, offset or other reduction in Tax liability, or file any material Tax refund claim or amended Tax Return; (x) acquire any business, whether by merger, amalgamation or consolidation, purchase of assets or equity interests or any other manner; (xi) make any capital expenditures other than (A) maintenance capital expenditures its software products in the ordinary course of business or (B) as contemplated by the Company’s existing budget's business consistent with its past practices; (xiif) make acquire any increase in the cash compensation (including incentive or bonus payments), other than (A) normal individual salary or wage increases in the ordinary course of business, (B) payments to which the Company is already committed, and (C) the Sale Bonuses, provided that nothing herein shall permit any increase to the amount of the Sale Bonuses other than pursuant to the terms thereof as of the date of this Agreementmaterial assets; (xiii) enter into, modify, amend, renew or terminate any employment, consulting, severance, change in control, or similar agreement or arrangement with any director, officer or employee of the Company other than at will agreements; (xiv) make any material change to any Benefit Plan, other than amending the Crane pension plan to permit employees to take an early lump sum distribution, provide an additional six months of vesting credit in the pension plan for the sole purpose of vesting, amending cash bonuses and other cash incentive plans to implement changes recently approved by the Seller’s board of directors, and any changes in the ordinary course of business or required by any Legal Requirement; (xv) enter into or assume any contract or agreement with revenues in any fiscal year in excess of $500,000 or $1,000,000 over the life of the contract or agreement outside the ordinary course of business of the Company; (xvi) initiate, settle or agree to settle any legal action or other proceeding, other than for the routine collection of bills and, with respect to any settlement or agreement to settle, where the amount in controversy does not exceed $250,000 and does not involve injunctive or other equitable relief or a claim against a Governmental Authority; (xviig) enter into any contract material lease or other transaction with contract, agreement, arrangement, commitment or undertaking for the purchase or sale of any property, whether real or personal, tangible or intangible; provided, however, that this Section 5.3(g) shall not prohibit the Company from entering into any amendment of any of its existing real property leases so long as any such amendment (i) reduces the Company's outstanding liabilities to the lessor under such lease, (ii) includes a release of all claims by the lessor under such lease, and (iii) does not increase any obligation of the Company, Acquirer or the Surviving Corporation to the lessor under such lease or otherwise adversely affect the Company, Acquirer or the Surviving Corporation; (h) except as required by Applicable Laws, pay any bonus, increased salary, severance or special remuneration to any officer, manager, director, employee, consultant, or Affiliate of the Company (or any officer, manager, director, employee or consultant (except pursuant to arrangements disclosed in writing to Acquirer prior to the Agreement Date or disclosed in writing subsequent to the Agreement Date and approved in writing by Acquirer) or amend or enter into any employment or consulting contract, agreement, arrangement, commitment or undertaking with any such person; (i) hire any employees or consultants; (j) change any of its accounting methods except as required by changes in GAAP or by Applicable Laws; (k) declare, set aside or pay any cash or stock dividend or other distribution in respect of its capital stock, or redeem, repurchase or otherwise acquire any of its capital stock or other securities (except for the repurchase of stock from its employees, directors, consultants or contractors in connection with the termination of their services at the original purchase price of such Affiliatestock), or pay or distribute any cash or property to any of its stockholders or security holders or make any other cash payment to any of its stockholders or security holders; (l) amend or terminate any contract, agreement, arrangement, commitment or undertaking, including any license, to which it is a party; (m) waive or release any material right or claim; (n) issue, sell, create or authorize any shares of its capital stock of any class or series or any other of its securities (other than pursuant to the exercise of any outstanding Company Options, Company Warrants or Preferred Rights); (o) issue, grant or create any warrants, obligations, subscriptions, options, convertible securities, or other commitments to issue shares of its capital stock or any securities that are potentially exchangeable for, or convertible into, shares of its capital stock; (p) subdivide, split, combine or reverse split the outstanding shares of its capital stock of any class or series or enter into any recapitalization affecting the number of outstanding shares of its capital stock of any class or series or affecting any other of its securities; (q) merge, consolidate or reorganize with, acquire, or enter into any other business combination with any corporation, partnership, limited liability company or any other entity (other than Acquirer or Merger Sub) or enter into any negotiations, discussions or agreement for such purpose; (r) amend its Certificate of Incorporation or Bylaws, except as contemplated by the Restated Certificate; (s) license any of its technology or Intellectual Property except nonexclusive object code licenses of its software products in the ordinary course of the Company's business consistent with the its past practices, or as required by this Agreementacquire any Intellectual Property (or any license thereto) from any third party; (xviiit) enter materially change any insurance coverage; (u) agree to any audit assessment by any taxing authority or file any federal or state income or franchise tax return unless copies of such returns have first been delivered to Acquirer for its review at a new line reasonable time prior to filing; (v) modify or change the exercise or conversion rights or exercise or purchase prices of businessany of its capital stock, any of its stock options, warrants or other securities, or accelerate or otherwise modify (except as contemplated by the Waivers) (i) the right to exercise any option, warrant or other right to purchase any of its capital stock or other securities or (ii) the vesting or release of any shares of its capital stock or other securities from any repurchase options or rights of refusal held by it or any other party or any other restrictions; (w) initiate or settle any litigation, action, suit, proceeding, claim or arbitration; provided, however, that this Section 5.3(w) shall not prohibit the Company from settling any litigation, action, suit, proceeding, claim or arbitration with respect to any of its existing real property leases so long as any such settlement (i) reduces the Company's outstanding liabilities to the lessor under such lease, (ii) includes a release of all claims by the lessor under such lease, and (iii) does not increase any obligation of the Company, Acquirer or the Surviving Corporation to the lessor under such lease or otherwise adversely affect the Company, Acquirer or the Surviving Corporation; or (xixx) commit agree to do any of the foregoing (other than, with respect to any of the foregoing qualified by “except things described in the ordinary course of business”, in the ordinary course of business). The Company shall deliver to the Buyer an updated Schedule 2.10 (‘Material Contracts’preceding clauses 5.3(a) effective as of a date no more than five (5) business days prior to Closing. All contracts included on such updated Schedule 2.10 shall be deemed Material Contracts, and the representations and warranties set forth in Section 2.10 shall apply thereto. Notwithstanding anything to the contrary contained in this Agreement or otherwise, prior to the Closing the Seller and its Affiliates shall have the right to remove from the Company all cash and cash equivalents in the manner as determined by the Seller (including by means of dividends, the creation or repayment of intercompany debt or otherwisethrough 5.3(w).

Prohibited Actions. The Company (and, with respect to clauses (xii) and (xiv) below, the Seller) shall not, and the Seller shall cause the Company not to, do any of the following: (i) effect any change to the Company Charter Documents that is adverse to the Buyer; (ii) acquire, lease, license, pledge transfer or dispose of of, or permit to become invalid, unenforceable, lapsed or abandoned any material properties or assetsassets (including material Company Intellectual Property) including any rights or licenses therein, except in the ordinary course of business consistent with past practicebusiness; (iii) incur any indebtedness for borrowed money, other than in the ordinary course of business pursuant to the Senior Credit Facilitybusiness; (iv) subject any of its properties or assets to any Lien, other than Permitted Liens; (v) make (A) in the case of Opco only, declare, set aside or pay any non-cash dividend or distribution or, except as required by the terms of existing shares of capital stock, or (B) issue, repurchase repurchase, redeem or redeem otherwise acquire any shares or any options, warrants, convertible or exchangeable securities or other rights to acquire equity interests capital stock of the Company; (vi) modify or amend in any material respect or cancel or terminate any Material Contract, or waive, release or assign any material rights or material claims thereunder, other than in the ordinary course of business; (vii) make any material change in its Tax or accounting practices, other than any change required by GAAP or any Legal Requirement; (viii) the Company will not change, make or rescind any material election with respect to Taxes; change its Tax year or other Tax reporting principles or policies; change any method of accounting for Tax purposes; settle, resolve, or otherwise dispose of any claim or proceeding relating to Taxes; or incur any Taxes pursuant to any Tax Return, other than any change required by any Legal Requirementtransaction that is outside the ordinary course of business; (ix) solely with respect to the Company, make, revoke or change any material Tax election, enter into any material closing agreement, settle or compromise any material liability, audit assessment, refund, claim or other assessment in respect of Taxes, consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes, surrender any right to claim a material Tax refund, offset or other reduction in Tax liability, or file any material Tax refund claim or amended Tax Return; (x) acquire any business, whether by merger, amalgamation or consolidation, purchase of assets or equity interests or any other manner; (xix) make any capital expenditures other than (A) maintenance capital expenditures in the ordinary course of business or (B) as contemplated by the CompanyOpco’s existing budget; (xiixi) make any increase in the cash compensation (including incentive or bonus payments)of any employee, other than (A) normal individual salary or wage increases raises and other changes in compensation in the ordinary course of business, business and (B) payments to which the Company is already committed, and (C) the Sale Bonuses, provided that nothing herein shall permit any increase to the amount of the Sale Bonuses other than pursuant to the terms thereof as of the date of this Agreement; (xiii) enter into, modify, amend, renew or terminate any employment, consulting, severance, change in control, or similar agreement or arrangement with any director, officer or employee of the Company other than at will agreements; (xivxii) make any material change to any of the Benefit PlanPlans sponsored or contributed to by the Company or the Seller, other than amending the Crane pension plan to permit employees to take an early lump sum distribution, provide an additional six months of vesting credit in the pension plan for the sole purpose of vesting, amending cash bonuses and other cash incentive plans to implement changes recently approved by the Seller’s board of directors, and any changes in the ordinary course of business or required by any Legal Requirement; (xiii) terminate the employment of any key employee identified as such in Schedule 2.20 or, except in the ordinary course of business, any other employee; (xiv) except as otherwise specifically contemplated by this Agreement, pursuant to the terms of the Benefit Plans or otherwise in the ordinary course of business, (A) pay any pension, retirement allowance or other employee benefit to any officer, director, employee of the Company or (B) pay, offer to pay or agree to pay or make any arrangement for payment to any officers, directors or employees of the Company of any amount relating to unused vacation days; (xv) enter into or assume any contract or agreement with revenues fail to act in any fiscal year in excess of $500,000 or $1,000,000 over the life of the contract or agreement outside the ordinary course of business of to (A) preserve substantially intact the Company’s present business organization, and (B) preserve its present relationships with employees, agents, independent contractors, creditors, business partners, customers, suppliers and others having business dealings with it, in each case in all material respects; (xvi) initiatefail to use commercially reasonable efforts to maintain the material tangible assets and properties of the Company in their current physical condition, settle or agree to settle any legal action or other proceeding, other than except for the routine collection of bills and, with respect to any settlement or agreement to settle, where the amount in controversy does not exceed $250,000 ordinary wear and does not involve injunctive or other equitable relief or a claim against a Governmental Authoritytear and maintenance; (xvii) enter into any contract or other transaction with any officer, manager, director, employee, consultant, or Affiliate fail to maintain insurance in such amounts and of such kinds comparable to that available under the insurance policies listed on Schedule 2.23; (xviii) fail to maintain the books and records of the Company in the ordinary course of business; (or any officer, manager, director, employee or consultant of such Affiliatexix) other than in the ordinary course of business business, (A) introduce any material change in the types, nature, composition or quality of its products or services, (B) make any material change in product specifications or prices or terms of distributions of such products, or (C) permit the Company to enter into, modify or renew any contract which by reason of its size, nature or otherwise would be a Material Contract if in effect as required by this Agreementof the date hereof; (xviiixx) enter effectuate a new line of business“plant closing” or mass layoff (as defined in the WARN Act); or (xixxxi) authorize any of, or commit or agree to do take any of of, the foregoing (other than, with respect to any of the foregoing qualified by “except in the ordinary course of business”, in the ordinary course of business). The Company shall deliver to the Buyer an updated Schedule 2.10 (‘Material Contracts’) effective as of a date no more than five (5) business days prior to Closing. All contracts included on such updated Schedule 2.10 shall be deemed Material Contracts, and the representations and warranties set forth in Section 2.10 shall apply thereto. Notwithstanding anything to the contrary contained in this Agreement or otherwise, prior to the Closing the Seller and its Affiliates shall have the right to remove from the Company all cash and cash equivalents in the manner as determined by the Seller (including by means of dividends, the creation or repayment of intercompany debt or otherwise)actions.

Prohibited Actions. The Except as set forth on SCHEDULE 4.2 and except as specifically required by this Agreement, the Company shall not, and the Seller shall cause the Company not permit any Subsidiary to, do any of the following: (i) authorize or effect any change to the Company Charter Documents that is adverse to or the Buyerrespective organizational documents of the Subsidiaries; (ii) acquireassign, lease, license, pledge transfer or dispose of any material properties or assets, except including Intellectual Property, having a recorded cost or for consideration in excess of $100,000 or acquire any material asset for consideration in excess of $100,000 (other than the Specified Facilities and other than as set forth in the ordinary course of business consistent with past practice2005 capital budget schedule attached hereto at Exhibit 4.2(b)); (iii) incur any indebtedness for borrowed moneymoney or guarantee any amount or incur or become subject to any material liabilities, other than in the ordinary course of business pursuant consistent with past practices and except with respect to the Senior First Lien Credit FacilityAgreement and the Second Lien Credit Agreement; (iv) subject any of its properties or assets to any Lien, other than Permitted Liens; (v) make any non-cash dividend or distribution on or issue, repurchase or redeem any shares or any options, warrants, convertible or exchangeable securities or other rights to acquire redemption of its equity interests of the Companyinterests; (vi) modify or amend in any material respect or modify, amend, cancel or terminate any Material Contract, other than except in the ordinary course of business; (vii) make any material change in its Tax or accounting practices, other than any change required by GAAP applicable law or any Legal RequirementGAAP; (viii) make any material change to any material Tax Returnelection or Tax return, other than any change required by any Legal Requirementlaw; (ix) solely with respect to the Companyadopt any plan or agreement for or effect any restructuring, makemerger, revoke arrangement, consolidation, recapitalization, reclassification, stock dividend, stock split or like change any material Tax election, enter into any material closing agreement, settle or compromise any material liability, audit assessment, refund, claim or other assessment in respect of Taxes, consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes, surrender any right to claim a material Tax refund, offset or other reduction in Tax liability, or file any material Tax refund claim or amended Tax Returnits capitalization; (x) issue, sell, or transfer, pledge, dispose of or encumber any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire any businessits capital stock or other equity securities, whether by merger, amalgamation or consolidation, purchase of assets or equity interests or any other mannerbonds or debt securities, except upon the exercise of options or warrants outstanding on the date hereof; (xi) make any capital expenditures material investment in, or any material loan to, any other Person (other than a Subsidiary of the Company); (Axii) maintenance declare, set aside or pay any dividend or make any distribution with respect to its capital expenditures stock (whether in cash or in kind) or redeem, purchase or otherwise acquire any of its capital stock, except for dividends or distributions made by the Subsidiaries to their respective parents in the ordinary course of business or (B) as contemplated by the Company’s existing budget; (xii) make any increase in the cash compensation (including incentive or bonus payments), other than (A) normal individual salary or wage increases in the ordinary course of business, (B) payments to which the Company is already committed, and (C) the Sale Bonuses, provided that nothing herein shall permit any increase to the amount of the Sale Bonuses other than pursuant to the terms thereof as of the date of this Agreementconsistent with past practice; (xiii) enter into, modify, amend, renew or terminate any employment, consulting, severance, change in control, or similar agreement or arrangement with any director, officer or employee of the Company other than at will agreements; (xiv) make any material change to any Benefit Plancapital expenditures or commitments therefor, other than amending the Crane pension plan to permit employees to take an early lump sum distribution, provide an additional six months of vesting credit in the pension plan for the sole purpose of vesting, amending cash bonuses and other cash incentive plans to implement changes recently approved by the Seller’s board of directors, and any changes in the ordinary course of business or required by any Legal Requirement; (xv) enter into or assume any contract or agreement with revenues in any fiscal year in excess of $500,000 or $1,000,000 over the life of the contract or agreement outside the ordinary course of business of the Company; (xvi) initiate, settle or agree to settle any legal action or other proceeding, other than for the routine collection of bills and, with respect to any settlement or agreement to settle, where the amount in controversy does not exceed $250,000 and does not involve injunctive or other equitable relief or a claim against a Governmental Authority; (xvii) enter into any contract or other transaction with any officer, manager, director, employee, consultant, or Affiliate of the Company (or any officer, manager, director, employee or consultant of such Affiliate) other than except in the ordinary course of business or as set forth in the 2005 capital budget schedule attached hereto at EXHIBIT 4.2(B); (xiv) make any loan to, or enter into any other material transaction with, any of its directors, officers, and or employees other than for reasonable and customary advances of travel and other miscellaneous expenses incurred in the ordinary course of business of the Company or the Subsidiaries; (xv) enter into any contract, agreement, arrangement or commitment that would have been required by this Agreementto have been disclosed as a Material Contract pursuant to Section 2.13 had it been entered into prior to the date hereof; (xvi) except with respect to non-retiree health and welfare plans in the ordinary course of business, adopt any new Benefit Plan, increase the benefits payable under any Benefit Plan or enter into any agreement to so adopt or increase benefits payable under any Benefit Plan; (xvii) make any material change (or any change that is intended to affect the timing of cash flow) to the methods, procedures or timing for billing, collecting, or recording accounts receivable, or make any material change (or any change that is intended to affect the timing of cash flow) to the methods, procedures or timing for paying or recording accounts payable or request any payor to make any change in the timing or manner its payments to the Company or its Subsidiaries; (xviii) enter make any amendment to the First Lien Credit Agreement or the Second Lien Credit Agreement, or take any other action that would have the effect of making the transactions contemplated by this Agreement not qualify as a new line of business; orQualifying Disposition; (xix) reduce the amount of Restricted Cash as shown on the Balance Sheet other than by making payments on account of the liabilities for which it is reserved; (xx) authorize, agree or commit to do any of the foregoing (other than, with respect to any of the foregoing qualified by “except in the ordinary course of business”, in the ordinary course of business). The Company shall deliver to the Buyer an updated Schedule 2.10 (‘Material Contracts’) effective as of a date no more than five (5) business days prior to Closing. All contracts included on such updated Schedule 2.10 shall be deemed Material Contracts, and the representations and warranties set forth in Section 2.10 shall apply thereto. Notwithstanding anything to the contrary foregoing; Nothing contained in this Agreement or otherwiseSection 4.2 shall preclude the Company from forgiving, prior as compensation for services rendered by him, the indebtedness owed to the Closing the Seller and its Affiliates shall have the right to remove from the Company all cash and cash equivalents in the manner as determined by the Seller (including by means of dividends, the creation or repayment of intercompany debt or otherwise)▇▇▇▇▇▇▇ ▇▇▇▇▇.

Prohibited Actions. The Company shall not, and the Seller Company shall cause the Company Subsidiaries not to, do any of the following: : (i) effect any change to the Company Charter Documents that is adverse to the Buyer; their respective organizational documents; (ii) acquire, lease, license, pledge abandon or dispose of any material properties or assetsassets or disclose to any third party other than the Buyer any material trade secret, except in the ordinary course of business consistent with past practice; business; (iii) compromise, settle or agree to settle, or consent to judgment in one or more actions, arbitrations, litigations or proceedings concerning any material properties or assets; (iv) incur any indebtedness for borrowed money, other than in the ordinary course of business pursuant to the Senior Credit Facility; business; (ivv) subject any of its properties or assets to any Lien, other than Permitted Liens; ; (vvi) in the case of the Company only, make any non-cash dividend or distribution or or, except as required by the terms of existing agreements, issue, repurchase or redeem any shares Membership Interests or any options, warrants, convertible or exchangeable securities or other rights to acquire equity interests Membership Interests of the Company; ; (vivii) (A) modify or amend in any material respect any Material Contract, in each case other than in the ordinary course of business or as required by any Legal Requirement, or (B) cancel or terminate any Material Contract, or enter into any contract that would have been a Material Contract had it been entered into prior to the date hereof, in each case other than in the ordinary course of business; as required by any Legal Requirement; (viiviii) make any material Tax election or change in its Tax or accounting practices, other than any change required by GAAP or any Legal Requirement; ; (viiiix) make any material change to any Tax Return, other than any change required by any Legal Requirement; (ix) solely with respect to the Company, make, revoke or change any material Tax election, enter into any material closing agreement, settle or compromise any material liability, audit assessment, refund, claim or other assessment in respect of Taxes, consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes, surrender any right to claim a material Tax refund, offset or other reduction in Tax liability, or file any material Tax refund claim or amended Tax Return; ; (x) acquire any business, whether by merger, amalgamation or consolidation, purchase of assets or equity interests or any other manner; ; (xi) make any capital expenditures other than (A) maintenance capital expenditures in the ordinary course of business or (B) as contemplated by the Company’s existing budget; ; (xii) make any material increase in the cash compensation (including incentive or bonus payments)of any employee, other than (A) normal individual salary or wage increases raises and other changes in compensation in the ordinary course of business, business for non-executive employees and (B) payments to which the Company is already committed, and (C) sale bonuses included in the Sale Bonuses, provided that nothing herein shall permit any increase to the amount of the Sale Bonuses other than pursuant to the terms thereof as of the date of this Agreement; Bonus Amount; (xiii) enter into, modify, amend, renew or terminate any employment, consulting, severance, change in control, or similar agreement or arrangement with any director, officer or employee of the Company other than at will agreements; (xiv) make any material change to any of the Benefit PlanPlans, other than amending the Crane pension plan to permit employees to take an early lump sum distribution, provide an additional six months of vesting credit in the pension plan for the sole purpose of vesting, amending cash bonuses and other cash incentive plans to implement changes recently approved by the Seller’s board of directors, and any changes in the ordinary course of business or required by any Legal Requirement; (xv) enter into Requirement or assume any contract or agreement with revenues changes that could not reasonably be expected to increase in any fiscal year in excess of $500,000 or $1,000,000 over the life of the contract or agreement outside the ordinary course of business of material respect the Company; (xvi) initiate, settle or agree to settle any legal action or other proceeding, other than for the routine collection of bills and, with respect to any settlement or agreement to settle, where the amount in controversy does not exceed $250,000 and does not involve injunctive or other equitable relief or a claim against a Governmental Authority; (xvii) enter into any contract or other transaction with any officer, manager, director, employee, consultant, or Affiliate of the Company (’s or any officer, manager, director, employee Subsidiary’s costs or consultant of liability for such Affiliate) other than in the ordinary course of business Benefit Plans; or as required by this Agreement; (xviii) enter a new line of business; or (xixxiv) commit to do any of the foregoing (other than, with respect to any of the foregoing qualified by “except in the ordinary course of business”, in the ordinary course of business). The Company shall deliver to the Buyer an updated Schedule 2.10 (‘Material Contracts’) effective as of a date no more than five (5) business days prior to Closing. All contracts included on such updated Schedule 2.10 shall be deemed Material Contracts, and the representations and warranties set forth in Section 2.10 shall apply thereto. Notwithstanding anything to the contrary contained in this Agreement or otherwise, prior to the Closing the Seller and its Affiliates shall have the right to remove from the Company all cash and cash equivalents in the manner as determined by the Seller (including by means of dividends, the creation or repayment of intercompany debt or otherwise)foregoing.

Prohibited Actions. The (a) Buyer shall not take, and shall cause its Affiliates (including the Company) not to take, any action that would reasonably be expected to increase any Tax liability of any Seller or any of its Affiliates (other than the Company) or of the Company that would be required to be reflected as a liability in Net Working Capital for purposes of calculating the Final Purchase Price. Without limiting the generality of the foregoing, Buyer shall not, and the Seller shall cause the Company its Affiliates not to, do any of the following: (i) effect file any change ruling or request with any Tax Authority relating in whole or in part to any Taxes or Tax Returns of the Company for a Pre-Closing Tax Period or Straddle Period, (ii) except as required by Law, enter into or initiate any voluntary disclosure agreement with any Taxing Authority relating in whole or in part to any Taxes or Tax Returns of the Company for any Pre-Closing Tax Period or Straddle Period, (iii) make any election with respect to the Company Charter Documents that is adverse (including any entity classification election pursuant to Treasury Regulations Section 301.7701-3) or change any method of Tax accounting or any Tax accounting period of the Company, which election or change would be effective on or prior to the Buyer; (ii) acquireClosing Date, lease, license, pledge or dispose of any material properties or assets, except in the ordinary course of business consistent with past practice; (iii) incur any indebtedness for borrowed money, other than in the ordinary course of business pursuant to the Senior Credit Facility; (iv) subject make any election with respect to the Company (including any entity classification election pursuant to Treasury Regulations Section 301.7701-3 or an election under Section 338 of its properties or assets to any Lien, other than Permitted Liens; the Code) (v) make any non-cash dividend cause or distribution or issue, repurchase or redeem any shares permit the Company or any options, warrants, convertible or exchangeable securities or other rights to acquire equity interests Subsidiary of the Company; (vi) modify or amend in Company to take any material respect or cancel or terminate any Material Contract, other than in action on the Closing Date after the Closing outside the ordinary course of business; ; or (viivi) make any material change in its Tax cause or accounting practices, other than any change required by GAAP permit the Company or any Legal Requirement; (viii) make any material change to any Tax Return, other than any change required by any Legal Requirement; (ix) solely with respect to the Company, make, revoke or change any material Tax election, enter into any material closing agreement, settle or compromise any material liability, audit assessment, refund, claim or other assessment in respect of Taxes, consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes, surrender any right to claim a material Tax refund, offset or other reduction in Tax liability, or file any material Tax refund claim or amended Tax Return; (x) acquire any business, whether by merger, amalgamation or consolidation, purchase of assets or equity interests or any other manner; (xi) make any capital expenditures other than (A) maintenance capital expenditures in the ordinary course of business or (B) as contemplated by the Company’s existing budget; (xii) make any increase in the cash compensation (including incentive or bonus payments), other than (A) normal individual salary or wage increases in the ordinary course of business, (B) payments to which the Company is already committed, and (C) the Sale Bonuses, provided that nothing herein shall permit any increase to the amount of the Sale Bonuses other than pursuant to the terms thereof as of the date of this Agreement; (xiii) enter into, modify, amend, renew or terminate any employment, consulting, severance, change in control, or similar agreement or arrangement with any director, officer or employee Subsidiary of the Company other than at will agreements; (xiv) make any material change to any Benefit Plan, other than amending the Crane pension plan to permit employees to take an early lump sum distribution, provide an additional six months of vesting credit in any action on or after the pension plan for the sole purpose of vesting, amending cash bonuses and other cash incentive plans to implement changes recently approved by the Seller’s board of directors, and Closing Date during any changes in the ordinary course of business or required by any Legal Requirement; (xv) enter into or assume any contract or agreement with revenues in any fiscal year in excess of $500,000 or $1,000,000 over the life of the contract or agreement Straddle Period outside the ordinary course of business that increases the amount of taxable income recognized or Tax payable by Sellers or any of their Affiliates (including as a result of income recognized by Sellers or any of their Affiliates pursuant to Section 951(a) or Section 951A(a) of the Company;Code); in each case, without the prior written consent of Sellers. (xvib) initiate, settle Sellers and Buyer shall not make or agree permit to settle be made any legal action elections under Section 336(e) or other proceeding, other than for Section 338 of the routine collection of bills and, Code with respect to any settlement or agreement to settlethe Transactions, where including the amount in controversy does not exceed $250,000 and does not involve injunctive or other equitable relief or a claim against a Governmental Authority; (xvii) enter into any contract or other transaction with any officer, manager, director, employee, consultant, or Affiliate purchase of the Company (or any officer, manager, director, employee or consultant of such Affiliate) other than in the ordinary course of business or as required by this Agreement; (xviii) enter a new line of business; or (xix) commit to do any of the foregoing (other than, with respect to any of the foregoing qualified by “except in the ordinary course of business”, in the ordinary course of business). The Company shall deliver to the Buyer an updated Schedule 2.10 (‘Material Contracts’) effective as of a date no more than five (5) business days prior to Closing. All contracts included on such updated Schedule 2.10 shall be deemed Material Contracts, and the representations and warranties set forth in Section 2.10 shall apply thereto. Notwithstanding anything to the contrary contained in this Agreement or otherwise, prior to the Closing the Seller and its Affiliates shall have the right to remove from the Company all cash and cash equivalents in the manner as determined by the Seller (including by means of dividends, the creation or repayment of intercompany debt or otherwise)Shares.

Prohibited Actions. The Company shall not, and the Seller shall cause the Company not permit any Subsidiary to, do any of the following: (i) effect any change to the Company Charter Documents that is adverse to or the Buyerrespective organizational documents of the Subsidiaries (except as otherwise contemplated by this Agreement); (ii) acquire, lease, license, pledge license or dispose of any material properties or assets, except in the ordinary course of business consistent with past practice; (iii) incur any indebtedness for borrowed money, other than in the ordinary course of business pursuant to the Senior Credit Facilitybusiness; (iv) subject any of its properties or assets to any Lien, other than Permitted Liens; (v) in the case of the Company only, make any non-cash dividend or distribution or or, except as required by the terms of existing Units, issue, repurchase or redeem any shares or any options, warrants, convertible or exchangeable securities or other rights to acquire equity limited liability company interests of the Company; (vi) modify or amend in any material respect or cancel or terminate any Material Contract, other than in the ordinary course of businessbusiness consistent with past practice; (vii) make any material change in its Tax or accounting practices, other than any change required by GAAP or any Legal Requirement; (viii) make any material change to any Tax Return, other than any change required by any Legal Requirement; (ix) solely with respect to the Company, make, revoke or change any material Tax election, enter into any material closing agreement, settle or compromise any material liability, audit assessment, refund, claim or other assessment in respect of Taxes, consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes, surrender any right to claim a material Tax refund, offset or other reduction in Tax liability, or file any material Tax refund claim or amended Tax Return; (x) acquire any business, whether by merger, amalgamation or consolidation, purchase of assets or equity interests or any other manner; (xix) make any capital expenditures other than (A) maintenance capital expenditures in the ordinary course of business consistent with past practice or (B) as contemplated by the Company’s existing budget; (xiixi) make any increase in the cash compensation (including incentive or bonus payments)of any employee, other than (A) normal individual salary any change required by any Legal Requirement or wage increases in the ordinary course of businessany contract, agreement or arrangement listed on a Schedule hereto and (B) payments to which the Company is already committed, and (C) the Sale Bonuses, provided that nothing herein shall permit any increase to the amount of the Sale Bonuses other than pursuant to the terms thereof as of the date of this Agreement; (xiii) enter into, modify, amend, renew or terminate any employment, consulting, severance, change in control, or similar agreement or arrangement with any director, officer or employee of the Company other than at will agreements; (xivxii) make any material change to any of the Benefit PlanPlans, other than amending the Crane pension plan to permit employees to take an early lump sum distribution, provide an additional six months of vesting credit in the pension plan for the sole purpose of vesting, amending cash bonuses and other cash incentive plans to implement changes recently approved by the Seller’s board of directors, and any changes in the ordinary course of business or required by any Legal Requirement; (xv) enter into or assume any contract or agreement with revenues in any fiscal year in excess of $500,000 or $1,000,000 over the life of the contract or agreement outside the ordinary course of business of the Company; (xvi) initiate, settle or agree to settle any legal action or other proceeding, other than for the routine collection of bills and, with respect to any settlement or agreement to settle, where the amount in controversy does not exceed $250,000 and does not involve injunctive or other equitable relief or a claim against a Governmental Authority; (xvii) enter into any contract or other transaction with any officer, manager, director, employee, consultant, or Affiliate of the Company (or any officer, manager, director, employee or consultant of such Affiliate) other than in the ordinary course of business or as required by this Agreement; (xviii) enter a new line of business; or (xixxiii) commit to do any of the foregoing (other than, with respect to any of the foregoing qualified by “except in the ordinary course of business”, in the ordinary course of business). The Company shall deliver to the Buyer an updated Schedule 2.10 (‘Material Contracts’) effective as of a date no more than five (5) business days prior to Closing. All contracts included on such updated Schedule 2.10 shall be deemed Material Contracts, and the representations and warranties set forth in Section 2.10 shall apply thereto. Notwithstanding anything to the contrary contained in this Agreement or otherwise, prior to the Closing the Seller and its Affiliates shall have the right to remove from the Company all cash and cash equivalents in the manner as determined by the Seller (including by means of dividends, the creation or repayment of intercompany debt or otherwise)foregoing.

Prohibited Actions. The Company shall not, and the Seller Company, Heritage and the ENM Shareholders shall cause not permit any of the Company not Company’s Subsidiaries, HPM and ENM, respectively to, do any of the following, except with the prior written consent of the Parent: (i) effect any change to the charter, bylaws, operating agreement, or other organizational document of HPM, ENM, the Company Charter Documents that is adverse or any of the Company’s Subsidiaries, except as set forth on Schedule 5.2(b)(i) with respect to the BuyerENM; (ii) acquire, lease, licensesublease, pledge license or dispose of any material properties or assets, except for acquisitions in the ordinary course of business consistent with past practiceand except for the transactions described in Section 1.1; (iii) incur any indebtedness for borrowed money, other than in under the ordinary course of business pursuant Company’s existing revolving credit facilities, except as set forth on Schedule 5.2(b)(iii) with respect to the Senior Credit FacilityENM; (iv) subject any of its properties the Real Property or any of the Company’s other assets to any Lien, other than Permitted Liens; (v) make issue any non-cash dividend equity interests, other than pursuant to securities that are currently outstanding or distribution or issue, repurchase or redeem any shares or any options, warrants, convertible or exchangeable securities or other rights to acquire equity interests of the Companythat become securities that are acquired hereunder; (vi) modify (a) amend, enter into, modify, cancel or amend terminate in any material respect or cancel or terminate any Material ContractContract (other than as described in (b) below), other than in the ordinary course of businessbusiness consistent with past practice or (b) amend, enter into, modify, cancel or terminate in any material respect any Material Contract with any Affiliate or any Material Contract containing covenants limiting the ability of the Company or any Subsidiary to compete with any Person in any line of business or in any area or territory; (vii) make any material change in its Tax accounting methods or accounting practices, other than any change required by GAAP applicable Law or any Legal RequirementGAAP; (viii) make or change any material election, change to an annual accounting period, adopt or change any accounting method, file any amended Tax Return, other than enter into any change required by closing agreement, settle any Legal Requirement; (ix) solely with respect Tax claim or assessment relating to the Company, makethe Subsidiaries, revoke HPM or change ENM, surrender any material Tax election, enter into any material closing agreement, settle or compromise any material liability, audit assessment, refund, right to claim or other assessment in respect a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment in respect of Taxesrelating to the Company, surrender any right to claim a material Tax refundthe Subsidiaries, offset HPM or other reduction in Tax liabilityENM, or file take any material other similar action relating to the filing of any Tax refund claim Return or amended Tax Returnthe payment of any Tax; (ix) take any action that will cause a termination of ENM’s election to be treated an “S corporation” under Section 1362 of the Code prior to the day before the Closing Date; (x) acquire make any material change to its customer pricing, rebates or discounts, other than in the ordinary course of business, whether by merger, amalgamation or consolidation, purchase of assets or equity interests or any other manner; (xi) make enter into or amend any capital expenditures other than employment, retention, severance or similar Contract with any officers, directors, managers, employees or agents, or amend any Benefit Plan to provide any increase in benefits thereunder or adopt any new employee benefit plan, except (Aa) maintenance capital expenditures arrangements in the ordinary course of business or that are consistent with the ▇▇▇▇▇▇▇ project outline provided to the Parent which would not result in payments or other liabilities in excess of $50,000 individually or $250,000 in the aggregate or (Bb) as contemplated by the Company’s existing budgetset forth on Schedule 5.2(b)(xi); (xii) make increase or materially change the compensation payable or to become payable to any increase of its officers, directors, managers, employees or agents, or in the cash compensation any bonus, pension, severance, retention, insurance or other benefit payment or arrangement (including incentive awards, option grants or bonus payments)appreciation rights) made to or with any of such officers, directors, managers, employees or agents, other than customary salary increases in the ordinary course of business consistent with past practice or to the extent that the Company or any Subsidiary is contractually obligated to do so or required to do so by applicable Law; or (xiii) (A) normal individual salary declare, set aside or wage increases pay any non-cash dividend or distribution or other non-cash capital return in respect of any Membership Interests of the Company or capital stock of ENM or HPM, or (B) redeem, purchase or acquire, other than for cash, any Membership Interests or other securities of the Company or any Subsidiary, ENM or HPM, in each case, except for the transactions described in Section 1.1; (xiv) sell, assign, transfer, lease or otherwise dispose of, or agree to sell, assign, transfer, lease or otherwise dispose of, any Real Property or material personal property of the Company or any Subsidiary, except in the ordinary course of business and transactions among the Company and its Subsidiaries or as described in Section 1.1; (xv) acquire (by merger, consolidation or combination, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof, except as described in Section 1.1; (xvi) except in the ordinary course of business, create any Lien on any assets or properties (whether tangible or intangible) of the Company or any Subsidiary, other than (A) Permitted Liens; and (B) payments to which the Company is already committed, and (C) the Sale Bonuses, provided Liens that nothing herein shall permit any increase will be released at or prior to the amount of the Sale Bonuses other than pursuant to the terms thereof as of the date of this AgreementClosing; (xiiixvii) take any action which would materially interfere with the consummation of the transactions contemplated by this Agreement or materially delay the consummation of such transactions; (xviii) enter into, modify, amend, renew into or terminate amend any employment, consulting, severance, change in control, or similar agreement or arrangement Contract with any director, officer or employee Affiliate of the Company other than at will agreementsor any Subsidiary, except as set forth on Schedule 5.2(b)(xviii); (xivxix) make any material change to the Company’s or any Benefit PlanSubsidiary’s operations or policies with respect to cash management, other than amending including without limitation with respect to the Crane pension plan to permit employees to take an early lump sum distributiontiming of collections or payments, provide an additional six months of vesting credit in the pension plan except for the sole purpose of vesting, amending cash bonuses and other cash incentive plans to implement changes recently approved by the Seller’s board of directors, and any changes in the ordinary course of business or required by any Legal Requirement;consistent with past practice; or (xv) enter into or assume any contract or agreement with revenues in any fiscal year in excess of $500,000 or $1,000,000 over the life of the contract or agreement outside the ordinary course of business of the Company; (xvi) initiate, settle or agree to settle any legal action or other proceeding, other than for the routine collection of bills and, with respect to any settlement or agreement to settle, where the amount in controversy does not exceed $250,000 and does not involve injunctive or other equitable relief or a claim against a Governmental Authority; (xviixx) enter into any contract or other transaction with any officer, manager, director, employee, consultantContract to take, or Affiliate of the Company (or any officercause to be taken, manager, director, employee or consultant of such Affiliate) other than in the ordinary course of business or as required by this Agreement; (xviii) enter a new line of business; or (xix) commit to do any of the foregoing (other than, with respect to any of the foregoing qualified by “except in the ordinary course of business”, in the ordinary course of business). The Company shall deliver to the Buyer an updated Schedule 2.10 (‘Material Contracts’) effective as of a date no more than five (5) business days prior to Closing. All contracts included on such updated Schedule 2.10 shall be deemed Material Contracts, and the representations and warranties actions set forth in this Section 2.10 shall apply thereto. Notwithstanding anything to the contrary contained in this Agreement or otherwise, prior to the Closing the Seller and its Affiliates shall have the right to remove from the Company all cash and cash equivalents in the manner as determined by the Seller (including by means of dividends, the creation or repayment of intercompany debt or otherwise5.2(b).

Prohibited Actions. The (a) Unless otherwise required by any applicable Legal Requirement, Acquiror will not permit any Transferred Company shall not, and the Seller shall cause the Company not to, do any of the following: (i) effect any change Entity to the Company Charter Documents that is adverse to the Buyer; (ii) acquire, lease, license, pledge or dispose of take any material properties or assetsaction on the Closing Date after the Closing, except other than in the ordinary course of business consistent with past practice; (iii) incur any indebtedness for borrowed money, practice or other than the Transactions contemplated by this Agreement, without the prior written consent of Transferor (which shall not be unreasonably withheld, conditioned or delayed), if such action could reasonably be expected to result in the ordinary course any increased Tax liabilities of business pursuant to the Senior Credit Facility; (iv) subject Transferor or any of its properties or assets to any Lien, other than Permitted Liens;Affiliates. (vb) make any non-cash dividend Unless otherwise required by applicable Legal Requirement, without the prior written consent of Transferor (which shall not be unreasonably withheld, conditioned or distribution or issuedelayed), repurchase or redeem any shares none of Acquiror or any optionsof its Affiliates, warrantsor any Transferred Company Entity will amend, convertible or exchangeable securities or other rights to acquire equity interests of the Company; (vi) re-file, revoke, withdraw, modify or amend in any material respect or cancel or terminate any Material Contract, other than in the ordinary course of business; (vii) make any material change in its Tax or accounting practices, other than any change required by GAAP or any Legal Requirement; (viii) make any material change to any Tax Return, other than any change required by any Legal Requirement; (ix) solely with respect to the Company, make, revoke or otherwise change any material Tax election, enter into any material closing agreement, settle Document filed by Transferor or compromise any material liability, audit assessment, refund, claim or other assessment an Affiliate of Transferor in respect of Taxesa Transferred Company Entity for Tax periods ended on or before the Closing, consent to in each case, for any extension or waiver of the limitation taxable period applicable to any material claim or assessment in respect of Taxesending prior to, surrender any right to claim a material Tax refund, offset or other reduction in Tax liabilityon, or file including the Closing Date if such actions could reasonably be expected to result in any increased Tax liabilities of, or otherwise prejudice the Tax affairs of, Transferor or any of its Affiliates. (c) Unless otherwise required by applicable Legal Requirement, without the prior written consent of Acquiror (which shall not be unreasonably withheld, conditioned or delayed), none of Transferor or any of its Affiliates will amend, re-file, revoke, withdraw, modify or otherwise change any material Tax refund claim Document filed by Transferor or amended an Affiliate of Transferor for Tax Return; (x) acquire periods ended on or before the Closing, in each case, for any businesstaxable period ending prior to, whether by mergeron, amalgamation or consolidationincluding the Closing Date if such actions could reasonably be expected to result in any increased Tax liabilities of, purchase of assets or equity interests otherwise prejudice the Tax affairs of, Acquiror or any other manner; (xi) make any capital expenditures other than (A) maintenance capital expenditures in the ordinary course of business or (B) as contemplated by the Company’s existing budget; (xii) make any increase in the cash compensation (including incentive or bonus payments), other than (A) normal individual salary or wage increases in the ordinary course of business, (B) payments to which the Company is already committed, and (C) the Sale Bonuses, provided that nothing herein shall permit any increase to the amount of the Sale Bonuses other than pursuant to the terms thereof as of the date of this Agreement; (xiii) enter into, modify, amend, renew or terminate any employment, consulting, severance, change in control, or similar agreement or arrangement with any director, officer or employee of the Company other than at will agreements; (xiv) make any material change to any Benefit Plan, other than amending the Crane pension plan to permit employees to take an early lump sum distribution, provide an additional six months of vesting credit in the pension plan for the sole purpose of vesting, amending cash bonuses and other cash incentive plans to implement changes recently approved by the Seller’s board of directors, and any changes in the ordinary course of business or required by any Legal Requirement; (xv) enter into or assume any contract or agreement with revenues in any fiscal year in excess of $500,000 or $1,000,000 over the life of the contract or agreement outside the ordinary course of business of the Company; (xvi) initiate, settle or agree to settle any legal action or other proceeding, other than for the routine collection of bills and, with respect to any settlement or agreement to settle, where the amount in controversy does not exceed $250,000 and does not involve injunctive or other equitable relief or a claim against a Governmental Authority; (xvii) enter into any contract or other transaction with any officer, manager, director, employee, consultant, or Affiliate of the Company (its Affiliates or any officer, manager, director, employee or consultant of such Affiliate) other than in the ordinary course of business or as required by this Agreement; (xviii) enter a new line of business; or (xix) commit to do any of the foregoing (other than, with respect to any of the foregoing qualified by “except in the ordinary course of business”, in the ordinary course of business). The Transferred Company shall deliver to the Buyer an updated Schedule 2.10 (‘Material Contracts’) effective as of a date no more than five (5) business days prior to Closing. All contracts included on such updated Schedule 2.10 shall be deemed Material Contracts, and the representations and warranties set forth in Section 2.10 shall apply thereto. Notwithstanding anything to the contrary contained in this Agreement or otherwise, prior to the Closing the Seller and its Affiliates shall have the right to remove from the Company all cash and cash equivalents in the manner as determined by the Seller (including by means of dividends, the creation or repayment of intercompany debt or otherwise)Entity.

Prohibited Actions. The Company shall not, and the Seller shall cause not permit the Company not to, or any Subsidiary to do any of the following:following without the consent of the Buyer (such consent not to be unreasonably withheld or delayed): (iI) effect any change to the Company Charter Documents that is adverse to or the Buyerarticles of incorporation or by-laws, or other similar organizational documents of the Subsidiaries; (iiII) acquire, lease, license, pledge acquire or dispose of any material properties or assets, except in the ordinary course of business and consistent with past practice; (iiia) incur (i) declare, set aside or pay any indebtedness for borrowed moneydividend or other distribution payable in cash, other than in the ordinary course of business pursuant stock or property with respect to the Senior Credit Facility; Company's capital stock or that of its Subsidiaries, except that a Subsidiary of the Company may declare, set aside and pay a dividend or other distribution or make advances to its parent or the Company or (ivii) subject redeem, purchase or otherwise acquire directly or indirectly any of the Company's capital stock or that of its properties or assets to any Lien, other than Permitted Liens; Subsidiaries; (vb) make any non-cash dividend or distribution or issue, repurchase sell, pledge, dispose of or redeem encumber any additional shares of, or any securities convertible into or exchangeable for, or options, warrants, convertible calls, commitments or exchangeable rights of any kind to acquire, any shares of capital stock of any class or alter any term of any of the outstanding securities or make any change in the outstanding shares of capital stock or other rights to acquire equity ownership interests or in the capitalization of the Company or its Subsidiaries; or (c) split, combine or reclassify the outstanding capital stock of the Company or of any of the Subsidiaries of the Company; (viIV) modify issue any capital stock or amend in any material respect or cancel or terminate any Material Contractequity interests, other than in the ordinary course of businesspursuant to securities that are currently outstanding or securities that become Purchased Securities and are purchased hereunder; (viiV) make any material change in its Tax or accounting practices, other than any change except to the extent required by GAAP law or any Legal Requirement; (viii) as set forth in SCHEDULE 3.8, make any material change to any Tax Return, other than any change required by any Legal Requirement; (ix) solely with respect to the Company, make, revoke or change any material election, file any amended Tax electionReturn, enter into any material closing agreement, settle or compromise any material liability, audit assessment, refund, Tax claim or other assessment in respect relating to the Company or any of its Subsidiaries, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment in respect relating to the Company or any of Taxes, surrender any right to claim a material Tax refund, offset or other reduction in Tax liabilityits Subsidiaries, or file take any material other similar action relating to the filing of any Tax refund claim Return or amended Tax Returnthe payment of any Tax; (xVI) acquire make any businesschange in its material accounting practices or procedures, whether other than any change required by merger, amalgamation applicable Law or consolidation, purchase of assets or equity interests or any other mannerGAAP; (xiVII) make (i) adopt any capital expenditures new employee benefit plan or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable Law or (ii) increase any compensation or enter into or amend any employment, severance, termination or similar agreement with any of its present officers, directors or employees, except, in the case of employees (other than officers) for normal increases in the ordinary and usual course of business and the payment of cash bonuses to employees (Aincluding officers) maintenance capital expenditures pursuant to and consistent with existing plans or programs; provided, however, that the Company and its Subsidiaries may pay sale bonuses (the "SALE BONUSES") to employees in connection with the Closing of the transactions contemplated hereby, so long as the aggregate amount of such Sale Bonuses does not exceed $1,500,000 and such amount is paid at Closing in accordance with, and reduces the net proceeds required to be paid by Buyer to Seller pursuant to, Section 1.2 hereof. (VIII) (i) incur or assume any long-term or short-term debt for borrowed money or issue any debt securities, guarantees, loans, notes, bonds, advances or other corporate securities, or issue any option or other rights to acquire from the Company or any Subsidiary any option, warrant or right to purchase any securities convertible or exchangeable for debt securities of the Company or any Subsidiary, except for borrowings under existing lines of credit in the ordinary course of business consistent with past practice; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except in the ordinary course of business consistent with past practice in an amount not material to the Company and its Subsidiaries, taken as a whole; (iii) make any loans, advances or capital contributions to, or investments in, any other Person other than in the ordinary course of business consistent with past practice in an amount not material to the Company and its Subsidiaries, taken as a whole; (iv) pledge or otherwise encumber the Purchased Securities, except for Permitted Liens; or (Bv) as contemplated by the Company’s existing budgetmortgage or pledge any of its material assets, tangible or intangible, or create any Lien on any such asset, except for Permitted Liens; (xiiIX) make acquire (by merger, consolidation or acquisition of stock or assets) any increase in the cash compensation corporation, partnership or other business organization or division thereof or any equity interest therein; (including incentive X) commence or bonus payments)settle any action, suit, investigation or other than proceeding, except for: (Ai) normal individual salary protest actions on contract awards, (ii) collection or wage increases enforcement actions under current or former contracts, (iii) any action, suit, investigation or other proceeding settled in the ordinary course of business, (Biv) payments any other action, suit, investigation or other proceeding, the settlement of which would either be covered by insurance, or the uninsured and unreserved portion of which would not exceed $100,000 (after taking into account insurance proceeds, available reserves and any other recovery resulting from such matter) for any such individual claim and (v) such specific matters, if any as agreed to which between the Company is already committed, and (C) the Sale Bonuses, provided that nothing herein shall permit any increase to the amount of the Sale Bonuses other than pursuant to the terms thereof as of the date of this AgreementBuyer; (xiiiXI) enter intopay, modify, amend, renew discharge or terminate any employment, consulting, severance, change in control, or similar agreement or arrangement with any director, officer or employee of the Company other than at will agreements; (xiv) make satisfy any material change to any Benefit Planclaims, other than amending liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), except the Crane pension plan to permit employees to take an early lump sum distributionpayment, provide an additional six months discharge or satisfaction of vesting credit in the pension plan for the sole purpose of vesting, amending cash bonuses and other cash incentive plans to implement changes recently approved by the Seller’s board of directors, and any changes (i) liabilities or obligations in the ordinary course of business consistent with past practice or required in accordance with the terms thereof as in effect on the date hereof or (ii) claims settled or compromised to the extent permitted by any Legal RequirementSection 5.2(b)(x); (xvXII) enter into change or assume any contract or agreement with revenues modify in any fiscal year in excess of $500,000 or $1,000,000 over the life of the contract or agreement outside the ordinary course of business of the Companymaterial respect existing credit and collection policies, procedures and practices with respect to accounts receivable; (xviXIII) initiatepay any management, settle or agree to settle any legal action consulting or other proceedingsimilar fee to any Affiliate of the Seller, the Company or any Subsidiary including, without limitation, any Parthenon Management Fee; (XIV) pay or pre-pay any Borrowed Indebtedness, other than for the routine collection of bills and, with respect to any settlement or agreement to settle, where the amount in controversy does not exceed $250,000 and does not involve injunctive or other equitable relief or a claim against a Governmental Authority; (xvii) enter into any contract or other transaction with any officer, manager, director, employee, consultant, or Affiliate of the Company (or any officer, manager, director, employee or consultant of such Affiliate) other than in the ordinary course of business or as required by this Agreement; (xviii) enter a new line of businesspayments set forth on SCHEDULE 5.2(B)(XIV); or (xixXV) commit enter into an agreement to do any of the foregoing (other than, with respect to any of the foregoing qualified by “except in the ordinary course of business”, in the ordinary course of business). The Company shall deliver to the Buyer an updated Schedule 2.10 (‘Material Contracts’) effective as of a date no more than five (5) business days prior to Closing. All contracts included on such updated Schedule 2.10 shall be deemed Material Contracts, and the representations and warranties set forth in Section 2.10 shall apply thereto. Notwithstanding anything to the contrary contained in this Agreement or otherwise, prior to the Closing the Seller and its Affiliates shall have the right to remove from the Company all cash and cash equivalents in the manner as determined by the Seller (including by means of dividends, the creation or repayment of intercompany debt or otherwise)foregoing.

Prohibited Actions. The Company shall notExcept in connection with completing the Permitted Gold Fields Transactions in accordance with the Gold Fields Disclosure Letter or as required to complete the Transaction (including any Structure Changes), and prior to the Seller shall cause the Company not to, do any completion of the followingTransaction, without the prior written consent of IAMGOLD, Gold Fields shall not permit any Acquired Company to: (i) undertake any merger, amalgamation, business combination, reorganization, recapitalization, liquidation, transfer of material assets, issuance of treasury securities or any other transaction, except in each case with or to another Acquired Company, which would have the effect of changing the direct or indirect legal or beneficial ownership of, or create any change to Encumbrance on, the Company Charter Documents that is adverse to shares or material assets of any of the BuyerAcquired Companies or enter into any agreement or commitment in respect of any of the foregoing; (iia) acquireissue any securities other than to the Vendors or the Acquired Companies (in either such event, leasethe issued securities shall be deemed to form part of the Acquired Interests) or any other persons listed in Schedules A, licenseB or C as being holders of shares of or other interests in any Acquired Company, pledge or dispose (b) amend the terms of any material properties securities of the Acquired Companies which are currently outstanding as of the date hereof, or assets(c) enter into or grant any agreement, except right or privilege capable of becoming such for the purchase, subscription, allotment or issue of any unissued securities other than by or to the Vendors or the Acquired Companies (in any such event, the ordinary course agreement, right or privilege shall be deemed to form part of business consistent with past practicethe Acquired Interests) or any other persons listed in Schedules A, B or C as being holders of shares of or other interests in any Acquired Company; (iii) incur reduce its capital in respect of any indebtedness for borrowed money, other than in the ordinary course class of business pursuant to the Senior Credit Facilitysecurities; (iv) subject declare, set aside or pay any dividend payable in cash, securities, property or otherwise with respect to the shares of such Acquired Company, or make any other distribution whatsoever to the holders of its properties or assets to any Liensecurities, in each case other than Permitted Liensto another Acquired Company; (v) make any nonamend or propose to amend its articles or by-cash dividend laws (or distribution or issue, repurchase or redeem any shares or any options, warrants, convertible or exchangeable securities or other rights to acquire equity interests of the Companytheir equivalent); (vi) modify split, combine or amend in reclassify any material respect or cancel or terminate any Material Contract, other than in of the ordinary course shares of businesssuch Acquired Company; (vii) make redeem, purchase or offer to purchase, any material change in of its Tax or accounting practices, shares other than any change required those held by GAAP or any Legal Requirementanother Acquired Company; (viii) make any material change to any Tax Return, other than any change required by any Legal Requirement; (ix) solely with respect to the Company, make, revoke or change any material Tax election, enter into any material closing agreement, settle or compromise any material liability, audit assessment, refund, claim or other assessment in respect of Taxes, consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes, surrender any right to claim a material Tax refund, offset or other reduction in Tax liability, or file any material Tax refund claim or amended Tax Return; (x) acquire any business, whether by merger, amalgamation or consolidation, purchase of assets or equity interests or any other manner; (xi) make any capital expenditures other than (A) maintenance capital expenditures in the ordinary course of business or (B) as contemplated by the Company’s existing budget; (xii) make any increase in the cash compensation (including incentive or bonus payments), other than (A) normal individual salary or wage increases in the ordinary course of business, (B) payments to which the Company is already committed, and (C) the Sale Bonuses, provided that nothing herein shall permit any increase to the amount of the Sale Bonuses other than pursuant to the terms thereof as of the date of this Agreement; (xiii) enter into, modify, amend, renew or terminate any employment, consulting, severance, change in control, or similar agreement or arrangement with any director, officer or employee of the Company other than at will agreements; (xiv) make any material change to any Benefit Plan, other than amending the Crane pension plan to permit employees to take an early lump sum distribution, provide an additional six months of vesting credit in the pension plan for the sole purpose of vesting, amending cash bonuses and other cash incentive plans to implement changes recently approved by the Seller’s board of directors, and any changes in the ordinary course of business or required by any Legal Requirement; (xv) enter into or assume any contract or agreement with revenues in any fiscal year in excess of $500,000 or $1,000,000 over the life of the contract or agreement outside the ordinary course of business of the Company; (xvi) initiate, settle or agree to settle acquire any legal action other person (or material interest therein) or division of any other proceeding, person other than for the routine collection of bills and, another Acquired Company or in connection with respect to any settlement or agreement to settle, where the amount in controversy does not exceed $250,000 and does not involve injunctive or other equitable relief or a claim against a Governmental Authority; (xvii) enter into any contract or other transaction with any officer, manager, director, employee, consultant, or Affiliate of the Company (or any officer, manager, director, employee or consultant of such Affiliate) other than in the ordinary course of business or as required otherwise permitted by this Agreement; (xviiiix) (a) satisfy or settle any claims or disputes, except such as have been included in the Directly Acquired Companies’ Financial Statements, which are, individually or in the aggregate, in an amount in excess of $3,000,000 or which constitute a claim or liability between Acquired Companies (b) relinquish any contractual rights which are, individually or in the aggregate, in an amount in excess of $3,000,000; or (c) enter a new line into any interest rate, currency or commodity swaps, h▇▇▇▇▇, caps, collars, forward sales or other similar financial instruments other than in the ordinary and regular course of businessbusiness and not for speculative purposes; (x) except as otherwise permitted by this Agreement or as disclosed in the Gold Fields Disclosure Letter (a) incur or authorize, agree or otherwise become committed to incur any indebtedness for borrowed money or (b) provide or authorize, agree or otherwise become committed to provide any guarantee for borrowed money; or (xixxi) commit except as required by International Financial Reporting Standards, any other generally accepted accounting principle to do which such Acquired Company may be subject or any of the foregoing (other thanapplicable Laws, make any changes to its existing accounting practices or make any material tax election inconsistent with respect to any of the foregoing qualified by “except in the ordinary course of business”, in the ordinary course of business). The Company shall deliver to the Buyer an updated Schedule 2.10 (‘Material Contracts’) effective as of a date no more than five (5) business days prior to Closing. All contracts included on such updated Schedule 2.10 shall be deemed Material Contracts, and the representations and warranties set forth in Section 2.10 shall apply thereto. Notwithstanding anything to the contrary contained in this Agreement or otherwise, prior to the Closing the Seller and its Affiliates shall have the right to remove from the Company all cash and cash equivalents in the manner as determined by the Seller (including by means of dividends, the creation or repayment of intercompany debt or otherwise)past practice.

Prohibited Actions. The Company shall notExcept in connection with completing the Permitted Gold Fields Transactions in accordance with the Gold Fields Disclosure Letter or as required to complete the Transaction (including any Structure Changes), and prior to the Seller shall cause the Company not to, do any completion of the followingTransaction, without the prior written consent of IAMGOLD, Gold Fields shall not permit any Acquired Company to: (i) undertake any merger, amalgamation, business combination, reorganization, recapitalization, liquidation, transfer of material assets, issuance of treasury securities or any other transaction, except in each case with or to another Acquired Company, which would have the effect of changing the direct or indirect legal or beneficial ownership of, or create any change to Encumbrance on, the Company Charter Documents that is adverse to shares or material assets of any of the BuyerAcquired Companies or enter into any agreement or commitment in respect of any of the foregoing; (iia) acquireissue any securities other than to the Vendors or the Acquired Companies (in either such event, leasethe issued securities shall be deemed to form part of the Acquired Interests) or any other persons listed in Schedules A, licenseB or C as being holders of shares of or other interests in any Acquired Company, pledge or dispose (b) amend the terms of any material properties securities of the Acquired Companies which are currently outstanding as of the date hereof, or assets(c) enter into or grant any agreement, except right or privilege capable of becoming such for the purchase, subscription, allotment or issue of any unissued securities other than by or to the Vendors or the Acquired Companies (in any such event, the ordinary course agreement, right or privilege shall be deemed to form part of business consistent with past practicethe Acquired Interests) or any other persons listed in Schedules A, B or C as being holders of shares of or other interests in any Acquired Company; (iii) incur reduce its capital in respect of any indebtedness for borrowed money, other than in the ordinary course class of business pursuant to the Senior Credit Facilitysecurities; (iv) subject declare, set aside or pay any dividend payable in cash, securities, property or otherwise with respect to the shares of such Acquired Company, or make any other distribution whatsoever to the holders of its properties or assets to any Liensecurities, in each case other than Permitted Liensto another Acquired Company; (v) make any nonamend or propose to amend its articles or by-cash dividend laws (or distribution or issue, repurchase or redeem any shares or any options, warrants, convertible or exchangeable securities or other rights to acquire equity interests of the Companytheir equivalent); (vi) modify split, combine or amend in reclassify any material respect or cancel or terminate any Material Contract, other than in of the ordinary course shares of businesssuch Acquired Company; (vii) make redeem, purchase or offer to purchase, any material change in of its Tax or accounting practices, shares other than any change required those held by GAAP or any Legal Requirementanother Acquired Company; (viii) make any material change to any Tax Return, other than any change required by any Legal Requirement; (ix) solely with respect to the Company, make, revoke or change any material Tax election, enter into any material closing agreement, settle or compromise any material liability, audit assessment, refund, claim or other assessment in respect of Taxes, consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes, surrender any right to claim a material Tax refund, offset or other reduction in Tax liability, or file any material Tax refund claim or amended Tax Return; (x) acquire any business, whether by merger, amalgamation or consolidation, purchase of assets or equity interests or any other manner; (xi) make any capital expenditures other than (A) maintenance capital expenditures in the ordinary course of business or (B) as contemplated by the Company’s existing budget; (xii) make any increase in the cash compensation (including incentive or bonus payments), other than (A) normal individual salary or wage increases in the ordinary course of business, (B) payments to which the Company is already committed, and (C) the Sale Bonuses, provided that nothing herein shall permit any increase to the amount of the Sale Bonuses other than pursuant to the terms thereof as of the date of this Agreement; (xiii) enter into, modify, amend, renew or terminate any employment, consulting, severance, change in control, or similar agreement or arrangement with any director, officer or employee of the Company other than at will agreements; (xiv) make any material change to any Benefit Plan, other than amending the Crane pension plan to permit employees to take an early lump sum distribution, provide an additional six months of vesting credit in the pension plan for the sole purpose of vesting, amending cash bonuses and other cash incentive plans to implement changes recently approved by the Seller’s board of directors, and any changes in the ordinary course of business or required by any Legal Requirement; (xv) enter into or assume any contract or agreement with revenues in any fiscal year in excess of $500,000 or $1,000,000 over the life of the contract or agreement outside the ordinary course of business of the Company; (xvi) initiate, settle or agree to settle acquire any legal action other person (or material interest therein) or division of any other proceeding, person other than for the routine collection of bills and, another Acquired Company or in connection with respect to any settlement or agreement to settle, where the amount in controversy does not exceed $250,000 and does not involve injunctive or other equitable relief or a claim against a Governmental Authority; (xvii) enter into any contract or other transaction with any officer, manager, director, employee, consultant, or Affiliate of the Company (or any officer, manager, director, employee or consultant of such Affiliate) other than in the ordinary course of business or as required otherwise permitted by this Agreement; (xviiiix) (a) satisfy or settle any claims or disputes, except such as have been included in the Directly Acquired Companies’ Financial Statements, which are, individually or in the aggregate, in an amount in excess of $3,000,000 or which constitute a claim or liability between Acquired Companies (b) relinquish any contractual rights which are, individually or in the aggregate, in an amount in excess of $3,000,000; or (c) enter a new line into any interest rate, currency or commodity swaps, ▇▇▇▇▇▇, caps, collars, forward sales or other similar financial instruments other than in the ordinary and regular course of businessbusiness and not for speculative purposes; (x) except as otherwise permitted by this Agreement or as disclosed in the Gold Fields Disclosure Letter (a) incur or authorize, agree or otherwise become committed to incur any indebtedness for borrowed money or (b) provide or authorize, agree or otherwise become committed to provide any guarantee for borrowed money; or (xixxi) commit except as required by International Financial Reporting Standards, any other generally accepted accounting principle to do which such Acquired Company may be subject or any of the foregoing (other thanapplicable Laws, make any changes to its existing accounting practices or make any material tax election inconsistent with respect to any of the foregoing qualified by “except in the ordinary course of business”, in the ordinary course of business). The Company shall deliver to the Buyer an updated Schedule 2.10 (‘Material Contracts’) effective as of a date no more than five (5) business days prior to Closing. All contracts included on such updated Schedule 2.10 shall be deemed Material Contracts, and the representations and warranties set forth in Section 2.10 shall apply thereto. Notwithstanding anything to the contrary contained in this Agreement or otherwise, prior to the Closing the Seller and its Affiliates shall have the right to remove from the Company all cash and cash equivalents in the manner as determined by the Seller (including by means of dividends, the creation or repayment of intercompany debt or otherwise)past practice.

Prohibited Actions. The Company shall not, and the Seller shall cause the Company not permit any Subsidiary to, do any of the following: (i) except as set forth in Schedule 5.2(b)(i), effect any change to the Company Charter Organizational Documents or the respective organizational documents of the Subsidiaries that is adverse to the Buyer; (ii) acquire, lease, license, pledge license or dispose of any material properties or assets, except in the ordinary course of business consistent with past practicebusiness; (iii) incur any indebtedness for borrowed money, other than pursuant to its current bank line of credit and in the ordinary course of business pursuant to the Senior Credit Facilitybusiness; (iv) subject any of its properties or assets to any Lien, other than Permitted Liens; (v) in the case of the Company only, make any non-cash dividend or distribution or on any of its Shares or, except as required by the terms of existing Shares, issue, repurchase or redeem any shares or any options, warrants, convertible or exchangeable securities Shares or other rights to acquire equity interests securities of the Company; (vi) (A) enter into any contract which would constitute, (B) modify or amend in any material respect or (C) cancel or terminate any a Material Contract, other than in the ordinary course of business; (vii) make any material change in its Tax or accounting practices, other than any change required by GAAP or any Legal Requirement; (viii) make , make, change or revoke any material change to Tax election, amend any Tax Return, other than any change required by any Legal Requirement; (ix) solely with respect to the Company, make, revoke or change any material Tax election, enter into any material closing agreement, settle or compromise any material liability, audit assessment, refund, Tax claim or other assessment liability or enter into a settlement or compromise, except to the extent such election, amendment, settlement, compromise, or change (A) is in respect of Taxes, consent to connection with a combined Tax Return or (B) does not materially increase any extension or waiver obligations of the limitation Company or any Subsidiary thereof with respect to Taxes for a post-Closing period applicable to or affect any material claim Tax attribute of the Company or assessment in respect of Taxes, surrender any right to claim Subsidiary thereof for a material Tax refund, offset or other reduction in Tax liability, or file any material Tax refund claim or amended Tax Returnpost-Closing period and only with Buyer’s prior written consent; (xviii) acquire any business, whether by merger, amalgamation or consolidation, purchase of assets or equity interests or any other manner; (xiix) make any capital expenditures other than (A) maintenance capital expenditures in the ordinary course of business or (B) as contemplated by the Company’s existing budget; (xii) make any material increase in the cash compensation (including incentive or bonus payments)of any employee, other than (A) normal individual the Sale Bonuses, salary or wage increases raises, bonuses and other changes in compensation in the ordinary course of business, (B) payments to which the Company is already committed, and (C) the Sale Bonuses, provided that nothing herein shall permit any increase to the amount of the Sale Bonuses other than pursuant to the terms thereof as of the date of this Agreement; (xiii) enter into, modify, amend, renew or terminate any employment, consulting, severance, change in control, or similar agreement or arrangement with any director, officer or employee of the Company other than at will agreements; (xivx) make any material change to any of the Benefit PlanPlans, other than amending the Crane pension plan to permit employees to take an early lump sum distribution, provide an additional six months of vesting credit in the pension plan for the sole purpose of vesting, amending cash bonuses and other cash incentive plans to implement changes recently approved by the Seller’s board of directors, and any changes in the ordinary course of business or required by any Legal Requirement; (xv) enter into or assume any contract or agreement with revenues in any fiscal year in excess of $500,000 or $1,000,000 over the life of the contract or agreement outside the ordinary course of business of the Company; (xvi) initiate, settle or agree to settle any legal action or other proceeding, other than for the routine collection of bills and, with respect to any settlement or agreement to settle, where the amount in controversy does not exceed $250,000 and does not involve injunctive or other equitable relief or a claim against a Governmental Authority; (xvii) enter into any contract or other transaction with any officer, manager, director, employee, consultant, or Affiliate of the Company (or any officer, manager, director, employee or consultant of such Affiliate) other than in the ordinary course of business or as required by this Agreement; (xviii) enter a new line of business; or (xixxi) commit to do any of the foregoing (other than, with respect to any of the foregoing qualified by “except in the ordinary course of business”, in the ordinary course of business). The Company shall deliver to the Buyer an updated Schedule 2.10 (‘Material Contracts’) effective as of a date no more than five (5) business days prior to Closing. All contracts included on such updated Schedule 2.10 shall be deemed Material Contracts, and the representations and warranties set forth in Section 2.10 shall apply thereto. Notwithstanding anything to the contrary contained in this Agreement or otherwise, prior to the Closing the Seller and its Affiliates shall have the right to remove from the Company all cash and cash equivalents in the manner as determined by the Seller (including by means of dividends, the creation or repayment of intercompany debt or otherwise)foregoing.