Common use of Specific Matters Clause in Contracts

Specific Matters. From the date hereof until the Closing Date, except as may be approved by the Buyer in writing or as otherwise expressly provided in this Agreement, the Shareholders shall cause the Company and each Subsidiary to: (a) Operate the Business only in the ordinary course and in a manner consistent with past practices of the Company or such Subsidiary; (b) Not issue, repurchase or redeem or commit to issue, repurchase or redeem, any shares of its capital stock, any options, or other rights to acquire such stock, or any securities convertible into or exchangeable for such stock; (c) Not declare or pay any dividend on, or make any other distribution with respect to, the capital stock; (d) Not (i) incur any amount of long or short term debt for money borrowed (other than borrowings in the ordinary course of business under the Company's revolving credit line with Comerica Bank as in existence on the date hereof); (ii) guarantee or agree to guarantee the obligations of others; (iii) indemnify or agree to indemnify others; (iv) incur any Liabilities other than those incurred in the ordinary course of the Business consistent with past practice; (v) borrow any funds under any debt agreements that would require the payment of a penalty or premium in order to repay the debt at Closing; or (vi) convert the obligations with respect to the Variable Rate Demand Limited Obligation Revenue Bonds, Series 1995 from a variable rate to a fixed rate; (e) Keep in full force and effect insurance covering the Company, any Subsidiary, the Assets and the Business comparable in amount and scope of coverage to that now maintained; (f) Use reasonable efforts to retain the Company's and each Subsidiary's employees and maintain the Business so that such employees will remain available to the Company and each Subsidiary on and after the Closing Date (other than those associated with the Wiper Business, all of whom are being employed as of the Closing by the buyer under the Asset Purchase Agreement) and to maintain relationships with suppliers, customers and others having dealings with the Company or any Subsidiary and otherwise to preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Date; (g) Not amend its Articles of Incorporation or Bylaws; (h) Not merge with or into any other corporation or sell, assign, transfer, pledge or encumber any part of the Assets (except for sales from inventory in the ordinary course of business), or agree to do any of the foregoing; (i) Not enter into or amend or modify any Material Contract;