Common use of Operation of the Business Clause in Contracts

Operation of the Business. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, Seller Parent, each Other Seller and Seller covenants that, in respect of the Business (it being understood that nothing in this Section 6.1 shall in any way limit Seller Parent, any Other Seller or Seller or any of their Subsidiaries’ operation of the Retained Business), from the date that Seller and its Subsidiaries acquire the Business until the Closing they will, and will cause their Affiliates to, use commercially reasonable efforts to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with their suppliers, customers and others having business relationships with them with a view toward preserving for Purchaser after the Closing Date the Business, the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries and the goodwill associated therewith. Except as otherwise provided in this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, from the date that Seller and its Subsidiaries acquire the Business, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), Seller Parent, each Other Seller and Seller shall, and shall cause their Subsidiaries in respect of the Business to, continue to operate and conduct the Business in the ordinary course of business consistent with past practice. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, each Seller Parent, each Other Seller and Seller, following the acquisition of the Business, shall not and shall cause their Affiliates not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), and prior to the acquisition of the Business, shall use its commercially reasonably efforts to cause Angel and its Affiliates not to take any of the following actions with respect to the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries or the Business:

Operation of the Business. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, Seller Parent, each Other Seller and Seller covenants that, in respect of the Business (it being understood that nothing in this Section 6.1 shall in any way limit Seller Parent, any Other Seller or Seller or any of their Subsidiaries’ operation of the Retained Business), from the date that Seller and its Subsidiaries acquire the Business of this Agreement until the Closing they will, and will cause their Affiliates to, use commercially reasonable efforts to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with their suppliers, customers and others having business relationships with them with a view toward preserving for Purchaser after the Closing Date the Business, the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries and the goodwill associated therewith. Except as otherwise provided in this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, from the date that Seller and its Subsidiaries acquire of this Agreement until the BusinessClosing, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), Seller Parent, each Other Seller and Seller shall, and shall cause their Subsidiaries in respect of the Business to, continue to operate and conduct the Business in the ordinary course of business consistent with past practice. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, each Seller Parent, each Other Seller and Seller, following from the acquisition date of this Agreement until the BusinessClosing, shall not and shall cause their Affiliates not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), and prior to the acquisition of the Business, shall use its commercially reasonably efforts to cause Angel and its Affiliates not to take any of the following actions with respect to the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries or the Business:

Operation of the Business. (a) Except as otherwise contemplated (A) required by this Agreement applicable Law, Order or as disclosed in a Governmental Entity, (B) set forth on Section 6.1 4.01 of the Seller Parent Disclosure Letter, Seller Parent(C) consented to by Buyer Parent in writing (which consent shall not be unreasonably withheld, each Other Seller and Seller covenants thatdelayed or conditioned), (D) required in respect connection with the implementation of the Business Internal Reorganization in accordance with Section 5.03 or (it being understood that nothing in E) required by this Section 6.1 Agreement, between the Signing Date and the Closing, Seller Parent shall in any way limit Seller Parent(solely with respect to the Business, any Other Seller or Seller or any of their Subsidiaries’ operation of the Retained BusinessTransferred Assets, Assumed Liabilities and Business Employees), from and shall cause each Acquired Company to and, solely with respect to the date that Seller Business, Transferred Assets, Assumed Liabilities and Business Employees, each of its other Subsidiaries acquire the Business until the Closing they will, and will cause their Affiliates to, use commercially reasonable efforts best endeavors to maintain and preserve intact (x) operate the Business in the Ordinary Course of Business in all material respects and to maintain in all material respects (y) (1) preserve intact its business organizations, (2) preserve the ordinary and customary current relationships of the Business with their suppliers, customers and others having business relationships with them with a view toward preserving for Purchaser after the Closing Date the Business, the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries and the goodwill associated therewith. Except as otherwise provided Acquired Companies with customers, suppliers and other Persons with which any Acquired Company or the Business has significant business relations, including with the Business Key Customers and the Business Key Suppliers, (3) maintain the Transferred Assets and the other assets and properties used or held for use in this Agreement or as disclosed the Business in Section 6.1 of the Disclosure Letter, from the date that Seller good repair and its Subsidiaries acquire the Business, without the prior written approval of Purchaser normal operating condition (which approval shall not be unreasonably withheldordinary wear and tear excepted), Seller Parent, each Other Seller and Seller shall, and shall cause their Subsidiaries in respect (4) keep available the services of the Business toEmployees, continue (5) pay all Indebtedness and Taxes of the Acquired Companies or related to operate and conduct the Business and other obligations when due, (6) maintain and manage Inventory (including samples) in the ordinary course Ordinary Course of business consistent with past practice. Except Business, including as otherwise contemplated by this Agreement to the level and shelf life thereof, and whether at the wholesale, chain, institutional or as disclosed in Section 6.1 other level, and (7) maintain all Permits of the Disclosure LetterBusiness valid and in full force and effect; provided, without limiting the generality further, that no action expressly permitted by Section 4.01(b) shall be deemed to be a breach of the foregoing, each Seller Parent, each Other Seller and Seller, following the acquisition this Section 4.01(a) unless such action would constitute a breach of the Business, shall not and shall cause their Affiliates not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheldSection 4.01(b), and prior to the acquisition of the Business, shall use its commercially reasonably efforts to cause Angel and its Affiliates not to take any of the following actions with respect to the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries or the Business:.

Operation of the Business. Except as otherwise contemplated by From and after the date of this Agreement or until the Closing Date, except otherwise consented to in writing by the Buyer, the Seller shall operate its Business in the same manner as disclosed presently conducted and only in Section 6.1 of the Disclosure Letter, Seller Parent, each Other ordinary and usual course and consistent with past practice and in compliance with (i) all laws known to Seller and Seller covenants that(ii) all material leases, in respect of contracts, commitments and other agreements, and all licenses, permits, and other instruments, relating to the Business (it being understood that nothing in this Section 6.1 shall in any way limit Seller Parent, any Other Seller or Seller or any of their Subsidiaries’ operation of the Retained Business), from the date that Seller and its Subsidiaries acquire the Business until the Closing they will, and will cause their Affiliates to, use all commercially reasonable efforts to maintain and preserve intact its present business organization and to keep available the services of all employees, representatives and agents. The Seller shall use commercially reasonable efforts, consistent with past practices, to promote the Business in all material respects and to maintain in all the goodwill and reputation associated with the Business, and shall not take or omit to take any action which causes, or which is likely to cause, any material respects the ordinary and customary relationships deterioration of the Business with their suppliers, customers and others having business or the Seller's relationships with them with a view toward preserving for Purchaser after the Closing Date the Business, the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries and the goodwill associated therewithsuppliers or customers. Except as otherwise provided in this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, from the date that Seller and its Subsidiaries acquire the Business, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), Seller Parent, each Other Seller and Seller shall, and shall cause their Subsidiaries in respect of the Business to, continue to operate and conduct the Business in the ordinary course of business consistent with past practice. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without Without limiting the generality of the foregoing, each (a) the Seller Parent, each Other Seller and Seller, following the acquisition will maintain all of the BusinessAssets, tangible or intangible, in substantially the same condition and repair as such Assets are maintained as of the date hereof, ordinary wear and tear excepted; (b) the Seller shall not and shall cause their Affiliates not tosell, without the prior written approval transfer, pledge, lease or otherwise dispose of Purchaser (which approval shall not be unreasonably withheld), and prior to the acquisition of the Business, shall use its commercially reasonably efforts to cause Angel and its Affiliates not to take any of the following actions with respect to the Purchased Assets, Transferred Business Intellectual Propertyother than in the ordinary course of business; (c) the Seller shall not amend, Transferred Business Intellectual Property Rights, terminate or waive any material right in respect of the Purchased Seller Subsidiaries Assets or the Business:Business (including, without limitation, any Assumed Liabilities), or do any act, or omit to do any act, which will cause a material breach of any contract, agreement, commitment or obligation by it (including, without limitation, any Assumed Liabilities); (d) the Seller shall maintain its books, accounts and records in accordance with good business practice and generally accepted accounting principles consistently applied; (e) the Seller shall not engage in any activities or transactions outside the ordinary course of business; and (f) the Seller shall not increase any existing employee benefits, establish any new employee plan or amend or modify any existing Employee Plans, or otherwise incur any obligation or liability under any employee plan materially different in nature or amount from obligations or liabilities incurred in connection with the Employee Plans.

Operation of the Business. Except as otherwise contemplated by Of The Company Prior To Closing Between the date of this Agreement or as disclosed in Section 6.1 of and the Disclosure LetterClosing, Seller Parent, each Other Seller and Seller covenants that, in respect of the Business (it being understood that nothing in this Section 6.1 shall in any way limit Seller Parent, any Other Seller or Seller or any of their Subsidiaries’ operation of the Retained Business), from the date that Seller and its Subsidiaries acquire the Business until the Closing they Company will, and will cause their Affiliates to, use commercially reasonable efforts the Company to maintain conduct the business of the Company in a manner that preserves any and preserve intact the Business in all material respects rights and to maintain in all material respects the ordinary and customary relationships interests under each of the Business Material Contracts and Vendor Agreements. The Seller shall so far as practical consult the Buyer on any material operational matter relating to any of the Material Contracts or Vendor Agreements and no action or step shall be taken or be omitted to be taken without the Buyer’s prior written agreement (not to be unreasonably withheld) which would adversely affect any rights and interests under any of the Material Contracts or Vendor Agreements or cause the Company to assume any greater obligations or liabilities than exist as at the date hereof. The Buyer undertakes to respond to any request for its agreement within seven (7) business days, failing which it shall be deemed to have consented. Without prejudice to the foregoing, the Seller shall ensure that the Company shall not approve or issue any variation or instruction which might constitute a variation to the specifications for the Rigs or otherwise entitle the Builder to an adjustment in the contract prices and/or schedule for delivery of the Rigs under any of the Construction Contracts without the Buyer’s prior written consent (not to be unreasonably withheld). The Seller agrees that it shall fund and/or cause the Company to pay in a timely fashion in accordance with their suppliersthe terms of each of the Construction Contracts any further instalments that fall due to the Builder thereunder in the period between the date of this Agreement and the Closing Date or Cancellation Date (as the case may be); provided, customers and others having business relationships with them with a view toward preserving however, that the Cash Payment referred to in Section 2.2(a) hereof shall be adjusted pursuant to Section 2.2(d) hereof. For the avoidance of doubt, any instalments paid to the Builder prior to the date of this Agreement (which the Parties acknowledge amount in aggregate to USD [TBA]) shall not be reimbursed. Subject to satisfaction of the relevant conditions for Purchaser after Closing, the Buyer shall reimburse direct or cause the Company to reimburse to the Seller upon the Closing Date the Businessreasonable costs of the supervision of construction of the Rigs incurred by the Company or Seller in the period between the date of this Agreement and Closing Date. Furthermore, the Purchased AssetsSeller shall ensure that neither the Company nor any Affiliate shall negotiate or enter into any agreement or understanding with any third party for the sale or disposal of the Shares or the Rigs or its rights and interests under the Construction Contracts or Vendor Agreements, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, or enter into any agreement or understanding which is contrary to the Purchased Seller Subsidiaries and Buyer’s interests in relation to the goodwill associated therewith. Except as otherwise provided in transactions contemplated under this Agreement or as disclosed the Buyer’s interest in Section 6.1 of the Disclosure LetterDrillship Option, in the period from the date that Seller and its Subsidiaries acquire hereof until the Business, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), Seller Parent, each Other Seller and Seller shall, and shall cause their Subsidiaries in respect of the Business to, continue to operate and conduct the Business in the ordinary course of business consistent with past practice. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, each Seller Parent, each Other Seller and Seller, following the acquisition of the Business, shall not and shall cause their Affiliates not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), and prior to the acquisition of the Business, shall use its commercially reasonably efforts to cause Angel and its Affiliates not to take any of the following actions with respect to the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries or the Business:Cancellation Date.

Operation of the Business. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, Seller Parent, each Other Seller and Seller covenants that, in respect of the Business (it being understood that nothing in this Section 6.1 shall in any way limit Seller Parent, any Other Seller or Seller Seller’s or any of their its Subsidiaries’ operation of the Retained Business), from the date that Seller and its Subsidiaries acquire the Business until the Closing they it will, and it will cause their Affiliates its Subsidiaries to, use commercially reasonable efforts to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with their its suppliers, customers and others having business relationships with them it with a view toward preserving for Purchaser after the Closing Date the Business, the Purchased Assets, the Transferred Business Intellectual Property, the Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries Rights and the goodwill associated therewith, provided that Purchaser agrees and acknowledges that Seller shall have the right to terminate all of the agreements and arrangements set forth in Section 4.18 of the Disclosure Letter as of the Closing Date except to the extent otherwise provided in this Agreement or the other Transaction Documents. Except as otherwise provided in this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, from the date that Seller and its Subsidiaries acquire hereof until the BusinessClosing, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), Seller Parent, each Other Seller and ) Seller shall, and it shall cause their its Subsidiaries in respect of the Business to, continue to operate and conduct the Business in the ordinary course of business consistent with past practice. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, each Seller Parent, each Other Seller and Seller, following the acquisition of the Business, shall not and shall cause their Affiliates its Subsidiaries not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), and prior to the acquisition of the Business, shall use its commercially reasonably efforts to cause Angel and its Affiliates not to take any of the following actions with respect to the Purchased Assets, the Transferred Business Intellectual Property, the Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries Rights or the Business:

Operation of the Business. Except as otherwise From and after the date of this Agreement until the Closing Date, except to the extent contemplated by this Agreement or otherwise consented to in writing by the Buyer, the Seller shall operate its Business in substantially the same manner as disclosed presently conducted and only in Section 6.1 the ordinary and usual course and substantially consistent with past practice and in substantial compliance with (i) all laws and (ii) all leases, contracts, commitments and other agreements, and all licenses, permits, and other instruments, relating to the operation of the Disclosure LetterBusiness, and will use reasonable efforts to preserve intact its present business organization and to keep available the services of all employees, representatives and agents. The Seller Parentshall use its reasonable efforts, each Other Seller consistent with past practices, to promote the Business and Seller covenants thatto maintain the goodwill and reputation associated with the Business, in respect and shall not take or omit to take any action which causes, or which is likely to cause, any material deterioration of the Business (it being understood that nothing in this Section 6.1 shall in any way limit Seller Parent, any Other Seller or Seller or any of their Subsidiaries’ operation of the Retained Business), from the date that Seller and its Subsidiaries acquire the Business until the Closing they will, and will cause their Affiliates to, use commercially reasonable efforts to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with their suppliers, customers and others having business Seller's relationships with them with a view toward preserving for Purchaser after the Closing Date the Business, the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries and the goodwill associated therewithmaterial suppliers or customers. Except as otherwise provided in this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, from the date that Seller and its Subsidiaries acquire the Business, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), Seller Parent, each Other Seller and Seller shall, and shall cause their Subsidiaries in respect of the Business to, continue to operate and conduct the Business in the ordinary course of business consistent with past practice. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without Without limiting the generality of the foregoing, each (a) the Seller Parentwill maintain all of the equipment in substantially the same condition and repair as such equipment is maintained as of the date hereof, each Other ordinary wear and tear excepted; (b) the Seller and Sellershall not sell, following transfer, pledge, lease or otherwise dispose of any of the acquisition Assets, other than in the ordinary course of business; (c) the Seller shall not amend, terminate or waive any material right in respect of the Assets or the Business, or do any act, or omit to do any act, which will cause a breach of any material contract, agreement, commitment or obligation by it; (d) the Seller shall maintain its books, accounts and records in accordance with good business practice and generally accepted accounting principles consistently applied; (e) the Seller shall not and shall cause their Affiliates not to, without engage in any activities or transactions outside the prior written approval ordinary course of Purchaser business; (which approval f) the Seller shall not be unreasonably withheld), and prior declare or pay any dividend or make any other distribution or payment of any kind in cash or property to the acquisition of Shareholder or other affiliates; and (g) the BusinessSeller shall not increase any existing employee benefits, shall use its commercially reasonably efforts to cause Angel and its Affiliates not to take establish any of new employee plan or amend or modify any existing Employee Plans, or otherwise incur any obligation or liability under any employee plan materially different in nature or amount from obligations or liabilities incurred in connection with the following actions with respect to the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries or the Business:Employee Plans.

Operation of the Business. Except Purchaser hereby acknowledges that Seller does not have the right, directly or indirectly, to control or direct the operations of the Company or its Subsidiaries prior to the Merger Effective Time, subject to the Company’s obligation to obtain Seller’s written consent (not to be unreasonably withheld, conditioned or delayed) prior to taking certain actions as otherwise contemplated by expressly set forth in Section 6.01(a) through Section 6.01(s) of the Merger Agreement (such actions, the “Restricted Actions”). From the date of this Agreement or as disclosed in Section 6.1 until the earlier of the Disclosure LetterMerger Effective Time or the termination of this Agreement in accordance with Section 7.1 hereof, Seller Parent, each Other Seller and Seller covenants that, in respect of the Business (it being understood that nothing in this Section 6.1 shall in any way limit Seller Parent, any Other Seller or Seller or any of their Subsidiaries’ operation of the Retained Business), from the date that Seller and its Subsidiaries acquire the Business until the Closing they will, and will cause their Affiliates to, use commercially reasonable efforts to enforce its rights with respect to the Restricted Actions and, in the event that the Company requests Seller’s consent to the taking of any Restricted Action that is primarily related to the Business, Seller shall provide prompt notice of such request to Purchaser and Seller shall not provide the Company with Seller’s consent to the taking of such Restricted Action (to the extent primarily relating to the Business) unless Seller has received Purchaser’s written consent (not to be unreasonably withheld, conditioned or delayed) to the taking of such Restricted Action or Seller’s failure to provide the Company with such consent would be deemed to be an unreasonable withholding, conditioning or delaying of such consent pursuant to the Merger Agreement. From the Merger Effective Time until the earlier of the Closing Date or the termination of this Agreement in accordance with Section 7.1 hereof, except as expressly contemplated by this Agreement, Seller shall, in each case, to the extent relating to the Business, cause the Company and its Subsidiaries, to conduct the Business in the ordinary course of business and use commercially reasonable efforts, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with their its suppliers, lessors, licensees, customers and others having business relationships with them with a view toward preserving for Purchaser after the Closing Date the Business, Business and the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries and the goodwill associated therewith. Except as otherwise provided Assets (it being understood that nothing in this Agreement Section 5.1 shall in any way limit Seller’s or as disclosed in Section 6.1 its Subsidiaries’ operation of the Disclosure Letter, from the date that Seller and its Subsidiaries acquire the Retained Business, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), Seller Parent, each Other Seller and Seller shall, and shall cause their Subsidiaries in respect of the Business to, continue to operate and conduct the Business in the ordinary course of business consistent with past practice. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without Without limiting the generality of the foregoing, each Seller Parentsubject to (a) applicable Law, each Other Seller and Sellerexcept as expressly contemplated by this Agreement, following the acquisition (b) as set forth on Section 5.1 of the BusinessDisclosure Schedule, shall not and shall cause their Affiliates not to, without or (c) pursuant to the prior written approval consent of Purchaser (which approval consent shall not be unreasonably withheld, conditioned or delayed), from and prior to after the acquisition Merger Effective Time until the earlier of the BusinessClosing or the termination of this Agreement in accordance with Section 7.1 hereof, Seller shall use its commercially reasonably efforts to cause Angel the Company and its Affiliates Subsidiaries, not to take any of the following actions with respect to the Business or the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries or the Business:

Operation of the Business. Except as otherwise contemplated by (a) Between the date of this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, Seller Parent, each Other Seller and Seller covenants that, in respect of the Business (it being understood that nothing in this Section 6.1 shall in any way limit Seller Parent, any Other Seller or Seller or any of their Subsidiaries’ operation of the Retained Business), from the date that Seller and its Subsidiaries acquire the Business until the Closing they willDate, and will cause their Affiliates to, the Seller Group Companies shall use commercially reasonable efforts (i) to conduct the Business only in the ordinary course of business (which shall include expending normal sales efforts, purchasing sufficient inventory to maintain appropriate levels thereof, collecting trade accounts receivable and paying liabilities in a timely manner consistent with past practice), (ii) to preserve intact the Business present business organization of the Seller Group Companies, (iii) to preserve the good will and current relationships of the Seller Group Companies with customers, providers, independent contractors, employees and other Persons material to the operation of the business of the Seller Group Companies; (iv) to maintain the assets in a state of repair and condition that complies, in all material respects respects, with Legal Requirements and is materially consistent with the requirements and normal conduct of the Business of the Seller Group Companies; (v) to maintain keep in full force and effect, without material amendment, all material rights relating to the Business of the Seller Group Companies; (vi) to comply, in all material respects respects, with all Legal Requirements applicable to the ordinary and customary relationships operations of the Business of the Seller Group Companies; (vii) to continue in full force and effect the Insurance Policies or substantially equivalent policies; (viii) not to permit any event which would reasonably be expected to have a Material Adverse Effect; (ix) not to permit any action or omission which would cause any of the representations or warranties of the Seller Group Companies or the Members contained herein to become inaccurate or any of the covenants of the Seller Group Companies or the Members to be breached in any material respect; (x) except as required to comply with their suppliersERISA or to maintain qualification under Section 401(a) of the Code, customers not to amend, modify or terminate any Employee Benefit Plan without the express written consent of Buyer, and others having business relationships except as required under the provisions of any Employee Benefit Plan, not make any contributions to or with them with respect to any Employee Benefit Plan without the express written consent of Buyer, provided that the Seller Group Companies shall contribute that amount of cash to each Employee Benefit Plan necessary to fully fund all of the benefit liabilities of such Employee Benefit Plan on a view toward preserving for Purchaser after plan-termination basis as of the Closing Date the Business, the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries Date; (xi) to maintain all Books and the goodwill associated therewith. Except as otherwise provided in this Agreement or as disclosed in Section 6.1 Records of the Disclosure Letter, from the date that Seller and its Subsidiaries acquire the Business, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), Seller Parent, each Other Seller and Seller shall, and shall cause their Subsidiaries in respect of the Business to, continue Group Companies relating to operate and conduct the Business in the ordinary course of business consistent with past practice. Except as otherwise contemplated by this Agreement or as disclosed business; and (xii) to notify Buyer in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, each Seller Parent, each Other Seller and Seller, following the acquisition of the Business, shall not and shall cause their Affiliates not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), and prior to the acquisition of the Business, shall use its commercially reasonably efforts to cause Angel and its Affiliates not to take event any of the following actions with respect to the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries them receives notice of any action or the Business:proceeding by any Governmental Authority or third party regarding an Environmental Law or other Proceeding.

Operation of the Business. (a) Commencing with the date hereof, Seller hereby irrevocably appoints Buyer as its exclusive agent to operate the Business on behalf of Seller, including, without limitation, the exclusive right to develop, market, license and support the Programs and to service, on a subcontract basis, the IBM Agreement and all of the Assumed Contracts (as hereinafter defined). Between the date hereof and the Closing (and thereafter if the Closing shall occur), Seller shall not incur any obligations, grant any licenses, contract on behalf of or otherwise take part in any of the operations of the Business without the prior written consent of Buyer. In connection therewith, Buyer agrees to perform, in accordance with the terms thereof, the unperformed and unfulfilled obligations of Seller to perform maintenance and support services from and after the date hereof under the IBM Agreement and the Assumed Contracts, and to assume those contractual liabilities of Seller specifically listed on Schedule 3.2 hereto (the "Assumed Liabilities"). Except as otherwise contemplated by this for the Assumed Liabilities (and from and after the Closing Date, those liabilities specifically listed on the Liabilities Undertaking), Buyer shall not assume or be responsible for any debts, commitments, obligations or liabilities of Seller of any nature whatsoever. Buyer also agrees that (i) it will not amend the IBM Agreement or as disclosed in Section 6.1 any of the Disclosure LetterAssumed Contracts until such time as such contract shall have been assigned to Buyer, or incur any contractual obligation on behalf of Seller Parentwithout Seller's prior written consent if Seller would be required to assume, each Other perform or satisfy such obligation in the event that the Closing does not occur, and (ii) it shall commence a reasonable sales effort with respect to the licensing of the COPERNICUS Programs and shall otherwise conduct the Business in a commercially reasonable manner. Without in any way limiting Buyer's rights under the License Agreement, the foregoing authorization shall terminate in the event that the Closing shall not occur within one hundred eighty (180) days from the date hereof. (a) Subject to the royalty payable under the License Agreement, from and after the date hereof, as its fee for performing Seller's obligations under the IBM Agreement and the Assumed Contracts and assuming the Assumed Liabilities, Buyer shall be entitled to receive and retain any and all amounts paid and payable from and after the date hereof to Seller and Seller covenants that, in respect of the Business (it being understood that nothing in this Section 6.1 shall in any way limit Seller Parent, any Other Seller or Seller or any of their Subsidiaries’ operation of the Retained Business), from the date that Seller and its Subsidiaries acquire the Business until the Closing they will, and will cause their Affiliates to, use commercially reasonable efforts to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with their suppliers, customers and others having business relationships with them with a view toward preserving for Purchaser after the Closing Date the Business, the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries IBM Agreement and the goodwill associated therewith. Except as otherwise provided in this Agreement or as disclosed in Section 6.1 of the Disclosure LetterAssumed Contracts, from the date that Seller and its Subsidiaries acquire the Businessincluding, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld)limitation, Seller Parent, each Other Seller and Seller shall, and shall cause their Subsidiaries those payments in respect of the Business to, continue to operate accounts receivable and conduct the Business work-in-process in the ordinary course of business consistent with past practice. Except as otherwise contemplated by this Agreement existence on or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, each Seller Parent, each Other Seller and Seller, following the acquisition of the Business, shall not and shall cause their Affiliates not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), and prior to the acquisition of date hereof. In the Businessevent that any such amounts are received by Seller and not promptly paid over to Buyer, Buyer shall use its commercially reasonably efforts be entitled to cause Angel and its Affiliates not to take any of deduct all such unpaid amounts from the following actions with respect to the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries or the Business:Closing Payment.

Operation of the Business. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 The Purchaser and Seller agree that after the closing of the Disclosure Lettertransaction referenced in this Agreement, Seller Parent, each Other Seller Xxxxx Xxxxxxxxx and Seller covenants that, in respect Xxxxxx Xxxxxxxxx shall maintain all daily operations of the Business which shall include, but not be limited to, the following: (it being understood that nothing in this Section 6.1 shall in any way limit Seller Parent1) hiring and firing decisions regarding the Business, any Other Seller or Seller or any (2) payment of their Subsidiaries’ operation all bills regarding the Business, (3) determining acquisition candidates for the Business, (4) determining salaries of employees of the Retained Business). (5) determining all employment contracts for the Business. In the event that Seller determines that there is an acquisition candidate for the Business to acquire, the Seller shall be authorized to negotiate on behalf of the Business for stock acquisitions, however, no acquisition shall be permitted for any business requiring shares of stock which are equal to more than fifteen (15) times the revenue of the proposed acquisition. Seller shall owe the purchaser a fiduciary duty to negotiate the most cost effective acquisition price available and all approvals required by law shall be obtained to effectuate an acquisition. It shall be presumed that any acquisition based on the fifteen times revenues or less formula shall be per se acceptable unless the stock of purchaser falls by one dollar per share or more within thirty days after announcement of an acquisition based on said formula, thereafter said formula will drop to thirteen times revenues, then if there is another one dollar drop using said new formula then the formula shall be eleven times revenues and if there is still a one dollar drop using eleven times revenue formula, then a formula of ten times revenues shall be employed. The formula for acquisitions shall not be below ten times revenues until the Purchaser's or the Seller's individual or combined revenues exceed twenty million dollars in annual sales. The decision with regards to acquisition targets of the Business shall be in the discretion of Xxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx. The Seller shall be responsible for paying 5% of the gross revenues of the Business to the Purchaser within five days of the last day of each month, with payments not beginning until six months from the date that Seller and its Subsidiaries acquire the Business until the Closing they will, and will cause their Affiliates to, use commercially reasonable efforts to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with their suppliers, customers and others having business relationships with them with a view toward preserving for Purchaser after the Closing Date the Business, the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries and the goodwill associated therewith. Except as otherwise provided in closing of this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, from the date that Seller and its Subsidiaries acquire the Business, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), Seller Parent, each Other Seller and Seller shall, and shall cause their Subsidiaries in respect of the Business to, continue to operate and conduct the Business in the ordinary course of business consistent with past practice. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, each Seller Parent, each Other Seller and Seller, following the acquisition of the Business, shall not and shall cause their Affiliates not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), and prior to the acquisition of the Business, shall use its commercially reasonably efforts to cause Angel and its Affiliates not to take any of the following actions with respect to the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries or the Business:transaction.

Operation of the Business. Sufficiency of Assets. ------------------------------------------------ Except as otherwise contemplated by this Agreement or as disclosed set forth in Section 6.1 3.17 of the Seller Disclosure LetterSchedule, the Seller Parentduring the 24 months prior to the date hereof has conducted the Business only through the Division and the Subsidiaries and not through any other divisions or direct or indirect subsidiaries or Affiliates of the Seller, each Other Seller and Seller covenants that, in respect no part of the Business (is operated by the Seller through any Person other than the Seller and the Subsidiaries and the Dealers. The Assets, together with the services and arrangements to be entered into pursuant to the Ryder Dealer Agreement, the Used Truck Sales Agreement, the Administrative Services Agreement, the Maintenance Agreement, the MIS Support Agreement, Trademark License Agreement, Copyright License Agreement, Patent License Agreement, the Office Sublease Agreement, the Shared Facility Licenses, the Assigned Contracts and the Assigned Leases, are sufficient for the operation of the Business as it is currently being understood conducted in all material respects; provided however that nothing in this Section 6.1 sentence shall in constitute a representation as to the sufficiency of any way limit Seller Parent, intellectual property (except software) or the effect on the Business of any Other Seller or Purchasing Arrangement not being available to the Buyer. The patents assigned to Buyer pursuant to the Patent Assignment are all patents which (a) Seller or any of their Subsidiaries’ operation of the Retained Business)its Affiliates owns or has a license to use, from the date that (b) which Seller and its Subsidiaries acquire uses in the Business until and (c) in each case whose use is material to the Closing they willBusiness. The trademarks licensed under the Trademark License Agreement and the trademarks assigned to Buyer pursuant to the Trademark Assignment constitute all registered Trademarks which (a) Seller or any of its Affiliates owns, and will cause their Affiliates to, use commercially reasonable efforts to maintain and preserve intact (b) Seller uses in the Business and (c) in all each case whose use is material respects and to maintain in all material respects the ordinary and customary relationships of the Business with their suppliers, customers and others having business relationships with them with a view toward preserving for Purchaser after the Closing Date the Business, other than any trademark which is or includes "Ryder". The copyrights licensed to Buyer under the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries and the goodwill associated therewith. Except as otherwise provided in this Copyright License Agreement or as disclosed in Section 6.1 constitute all of the Disclosure Letter, from copyrights for printed promotional materials which (a) Seller or any of its Affiliates uses in the date that Seller Business and its Subsidiaries acquire (b) in each case whose use is material to the Business, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), Seller Parent, each Other Seller and Seller shall, and shall cause their Subsidiaries in respect of the Business to, continue to operate and conduct the Business in the ordinary course of business consistent with past practice. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, each Seller Parent, each Other Seller and Seller, following the acquisition of the Business, shall not and shall cause their Affiliates not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), and prior to the acquisition of the Business, shall use its commercially reasonably efforts to cause Angel and its Affiliates not to take any of the following actions with respect to the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries or the Business:.