Common use of Ongoing Operations Clause in Contracts

Ongoing Operations. Except for permitting the key man life insurance policies on Barry Beroth and Ian Poynton to lapse, the Company shall, and the Fouxxxxx xxx xxe Selxxxx (xxxx respect only to subpart (viii) below) shall cause the Company to, conduct its business as heretofore conducted and use commercially reasonable efforts to preserve the present relationships between the Company and its suppliers, distributors, customers and others having business relations with its, and shall not, except with Buyer's prior written consent (which shall not be unreasonably withheld): (i) declare, make or pay any distributions or dividends on its capital stock or any other equity securities; (ii) make or grant any increases in salary or other compensation or bonuses to employees (other than in connection with arrangements or agreements in effect as of the date hereof and specifically disclosed in writing to Buyer) or grant any employee any severance or termination pay except in accordance with the Company's existing policies as set forth in the personnel manuals delivered to Buyer pursuant to Section 4.20 hereof, or establish, adopt, enter into or amend in any material respect any bonus, profit sharing, thrift, pension, retirement, deferred compensation, policy or arrangement for the benefit of any directors, officers or employees; (iii) make any material general adjustment in the type or hours of work of its employees; (iv) enter into or amend any agreement or transaction with any person or entity who or which is an associate or an affiliate of the Company or any Seller; (v) permit or engage in any of the actions or transactions set forth in Sections 4.6 (to the extent not otherwise covered by this Section 6.1(a)) and 4.23 hereof; (vi) acquire, exchange, lease, license or dispose of any property or assets, including, without limitation, any Intangible Property, other than in the ordinary course of business; (vii) issue or grant any shares of capital stock or other securities, whether or not such are exercisable for, convertible into or exchangeable for shares of capital stock or such other securities; (viii) amend or repeal any of its Constituent Documents; (ix) incur any indebtedness or permit any of its assets or property including, without limitation, any Intangible Property, to become subject to any Lien other than Permitted Liens (as defined in Section 4.17 hereof) and indebtedness incurred in the ordinary course of business; (x) make any capital expenditure in excess of $50,000; (xi) enter into, terminate or amend any Material Agreement; (xii) discount, collect or write-off any accounts or notes receivables other than in the ordinary course of business; (xiii) waive any valuable right of the Company; (xiv) operate the business of the Company outside of the ordinary course of business except as specifically required by this Agreement; or (xv) enter into any agreement to take any of the foregoing actions except as required by this Agreement.

Ongoing Operations. Except for permitting the key man life insurance policies on Barry Beroth and Ian Poynton to lapse, the Company The Companies shall, and the Fouxxxxx xxx xxe Selxxxx (xxxx respect only to subpart (viii) below) Shareholder ------------------ shall cause the Company Companies to, conduct its business their businesses diligently and substantially in the same manner as heretofore conducted and use commercially reasonable best efforts to preserve the present relationships between the Company Companies on the one hand and its their suppliers, distributors, customers and others having business relations with itseither of them on the other, and shall not, except with Buyer's prior written consent (which shall not be unreasonably withheld): consent: (i) declare, make or pay any distributions or dividends on its their capital stock or any other equity securitiessecurities not reflected in the Interim Financial Statements; (ii) make or grant any increases in salary or other compensation or bonuses to employees (other than in connection with arrangements or agreements in effect as of the date hereof and specifically disclosed in writing to Buyer) in excess of a rate of $5,000 per annum for any individual employee or a rate of $25,000 per annum for all employees, or grant any employee any severance or termination pay except in accordance with the Company's Companies' existing policies as set forth in the personnel manuals delivered to Buyer pursuant to Section 4.20 4.21 hereof, or establish, adopt, enter into or amend in any material respect any bonus, profit sharing, thrift, pension, retirement, deferred compensation, policy or arrangement for the benefit of any directors, officers or employees; (iii) make any material general adjustment in the type or hours of work of its their employees; (iv) enter into or amend any agreement or transaction with any person or entity who or which is an associate or an affiliate of the Company Companies or any Sellerthe Shareholder; (v) permit or engage in any of the actions or transactions set forth in Sections 4.6 (to the extent not otherwise covered by this Section 6.1(a)) and 4.23 4.24 hereof; (vi) acquire, exchange, lease, license or dispose of any property or assets, including, without limitation, any Intangible Property, other than in the ordinary course of business; (vii) issue or grant any shares of capital stock or other securities, whether or not such are exercisable for, convertible into or exchangeable for shares of capital stock or such other securities; (viii) amend or repeal any of its their Constituent Documents; (ix) incur any indebtedness or permit any of its their assets or property including, without limitation, any Intangible Property, to become subject to any Lien other than Permitted Liens (as defined in Section 4.17 4.18 hereof) and indebtedness incurred in the ordinary course of business; (x) make any capital expenditure in excess of $50,000; (xi) enter into, terminate or amend any Material Agreement; (xii) discount, collect or write-off any accounts or notes receivables other than in the ordinary course of business; (xiii) waive any valuable right of the CompanyCompanies; (xiv) operate the business of the Company Companies outside of the ordinary course of business except as specifically required by this Agreement; or (xv) enter into any agreement to take any of the foregoing actions except as required by this Agreement.

Ongoing Operations. Except for permitting the key man life insurance policies on Barry Beroth and Ian Poynton to lapse, the The Company shall, and the Fouxxxxx xxx xxe Selxxxx (xxxx respect only to subpart (viii) below) Founder shall cause the Company to, conduct its business as heretofore conducted and use commercially reasonable best efforts to preserve the present relationships between the Company and its suppliers, distributors, customers and others having business relations with itsit, and shall not, except with Buyer's prior written consent (consent, which shall not be unreasonably withheld): , delayed or conditioned: (i) declare, make or pay any distributions or dividends on its capital stock or any other equity securities; (ii) make or grant any increases in salary or other compensation or bonuses to employees (other than in connection with arrangements or agreements in effect as of the date hereof and specifically disclosed in writing to Buyer) or grant any employee any severance or termination pay except in accordance with the Company's existing policies as set forth in the personnel manuals manuals, if any, delivered to Buyer pursuant to Section 4.20 hereof, or establish, adopt, enter into or amend in any material respect any Employee Benefit Plan or any other bonus, profit sharing, thrift, pension, retirement, deferred compensation, policy or arrangement for the benefit of any directors, officers or employees; (iii) make any material general adjustment in the type or hours of work of its employees; (iv) enter into or amend any agreement or transaction with any person or entity who or which is an associate or an affiliate of the Company or any Seller; (v) permit or engage in any of the actions or transactions set forth in Sections 4.6 (to the extent not otherwise covered by this Section 6.1(a)) and 4.23 hereof; (vi) acquire, exchange, lease, license or dispose of any property or assets, including, without limitation, any Intangible Property, other than in the ordinary course of the Company's business; (vii) issue or grant any shares of capital stock or other securities, whether or not such are exercisable for, convertible into or exchangeable for shares of capital stock or such other securities; (viii) amend or repeal any of its Constituent Documents; (ix) incur any indebtedness or permit any of its assets or property including, without limitation, any Intangible Property, to become subject to any Lien other than Permitted Liens (as defined in Section 4.17 hereof) and indebtedness incurred in the ordinary course of the Company's business; (x) make any capital expenditure in excess of $50,00010,000; (xi) enter into, terminate or amend any Material Agreement; (xii) discount, collect or write-off any accounts or notes receivables other than in the ordinary course of business; (xiii) waive any valuable right of the Company; (xiv) operate the business of the Company outside of the ordinary course of business except as specifically required by this Agreement; or (xvxiv) enter into any agreement to take any of the foregoing actions except as required by this Agreement.

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