Common use of Actions Prior to Closing Clause in Contracts

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Westwind or CTC Schedules or as permitted or contemplated by this Agreement, CTC will each use its best efforts to: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Westwind nor CTC will, without the prior consent of the other party: (i) except as otherwise specifically set forth herein, make any change in their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Westwind Comstock or CTC IHC Schedules or as permitted or contemplated by this ▇▇ ▇▇▇▇ Agreement, CTC IHC will each use its best efforts to: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Westwind Comstock nor CTC IHC will, without the prior consent of the other partyot▇▇▇ ▇▇▇▇y: (i) except as otherwise specifically set forth herein, make any change in their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Westwind MAGIC or CTC Be Media Schedules or as permitted or contemplated by this Agreement, CTC the parties hereto will each use its best efforts to: to (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; ; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Westwind nor CTC willMagic, Destination Television, Inc., Be Media, and Seller each agree that it will not, without the prior written consent of the other party: parties (i) except as otherwise specifically set forth herein, make any change in their respective certificates or articles of incorporation or bylaws; its charter documents; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; ; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; ; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein; or (vi) directly or indirectly, increase the compensation paid by that party to any of that party’s employees, directors, or officers. (c) Between the date of this Agreement and the Closing Date, each of the parties hereto, to the extent applicable, will use their best efforts to cause the Closing conditions in Articles 5 and 6 to be satisfied.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Westwind New World or CTC CTV Schedules or as permitted or contemplated by this Agreement, CTC CTV and New World, to the extent applicable, will each use its best efforts to: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Westwind New World nor CTC CTV will, without the prior consent of the other party: (i) except as otherwise specifically set forth herein, make any change in their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Westwind Champion Ventures or CTC Schedules IGA Due Diligence or as permitted or contemplated by this Agreement, CTC IGA will each use its best efforts to: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Westwind Champion Ventures nor CTC IGA will, without the prior consent of the other party: (i) except as otherwise specifically set forth herein, make any change in their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Westwind or CTC attached Schedules or as permitted or contemplated by this Agreement, CTC Natural Way, and the Shareholders (for and on behalf of E-bank) , respectively, will each use its best efforts toeach: (i) carry on its their business in substantially the same manner as it has they had heretofore; (ii) maintain and keep its their properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by itthem; (iv) perform in all material respects all of its their obligations under material contracts, leases leases, and instruments relating to or affecting its their assets, properties properties, and business; (v) use their best efforts to maintain and preserve its their business organization intact, to retain its their key employees employees, and to maintain its their relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it them by all federal and state laws and all rules, regulations regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Westwind Natural Way, nor CTC the Shareholders, on behalf of E-bank will, without the prior consent of the other party: (i) except as otherwise specifically set forth herein, make any change changes in their respective certificates or articles of incorporation or bylawsbylaws except as contemplated by this Agreement; (ii) declare or pay make, or agree to declare or make, any dividend on payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into waive any rights of value which in the aggregate are extraordinary or amend any employment, severance material considering the business of either Natural Way or similar agreements or arrangements with any directors or officersE-bank respectively; (iv) grantmake any material change in their method of management, confer operation or award accounting; (v) enter into any options, warrants, conversion rights other material transaction other than in the ordinary course of either parties' respective business; (vi) make any accrual or other rights not existing on arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increase the date hereof rate of compensation payable or to acquire become payable by it to any shares of its capital stockofficers or directors or any of its employees whose monthly compensation exceeds $1,000; or (vviii) purchase make any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or redeem other employee benefit plan, payment, or arrangement made to, for, or which its officers, directors, or employees; (ix) borrow or agree to borrow any shares funds or incur, or become subject to, any material obligation or liability (absolute or contingent) except as necessary in its ordinary course of its capital business; (x) pay or agree to pay any material obligations or liability (absolute or contingent) other than current liabilities incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this agreement and the consummation of the transactions contemplated hereby; (xi) sell or transfer, or agree to sell or transfer, any of their assets, properties, or rights (except assets, properties, or rights not used or useful in their respective business which, is the aggregate have a value of less than $1,000), or cancel, or agree to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $1,000); (xii) make or permit any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering their respective business; or (xiii) issue, deliver or agree to issue or deliver any stock, except bonds or other corporate securities including debentures (whether authorized and unissued or held as disclosed herein.treasury stock)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Westwind DSTV or CTC ABG Schedules or as permitted or contemplated by this Agreement, CTC the parties hereto will each use its best efforts to: to (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; ; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Westwind nor CTC willDSTV, ABG, and Seller each agree that it will not, without the prior written consent of the other party: parties (i) except as otherwise specifically set forth herein, make any change in their respective certificates or articles of incorporation or bylaws; its charter documents; (ii) declare or pay any dividend on its outstanding shares of capital stockstock or membership interests, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; ; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; ; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stockstock or membership interests; or (v) purchase or redeem any shares of its capital stockstock or membership interests, except as disclosed herein; or (vi) directly or indirectly, increase the compensation paid by that party to any of that party's employees, directors, or officers. (c) Between the date of this Agreement and the Closing Date, each of the parties hereto, to the extent applicable, will use their best efforts to cause the Closing conditions in Articles 5 and 6 to be satisfied.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Westwind Royal or CTC LLI Schedules or as permitted or contemplated by this Agreement, CTC LLI will each use its best efforts to: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Westwind Royal nor CTC LLI will, without the prior consent of the other party: (i) except as otherwise specifically set forth herein, make any change in their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Westwind or CTC Schedules or as permitted or contemplated by this Agreement, CTC EMAX MEDIA and ARTISTS INNOVATIONS will each use its best efforts to: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties the Assets in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Westwind EMAX MEDIA nor CTC ARTISTS INNOVATIONS will, without the prior consent of the other party: (i) except as otherwise specifically set forth herein, make any change in their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Westwind Time or CTC Healthient Schedules or as permitted or contemplated by this Agreement, CTC Healthient and Time, to the extent applicable, will each use its best efforts to: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Westwind Time nor CTC Healthient will, without the prior consent of the other party: (i) except as otherwise specifically set forth herein, make any change in their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Westwind VNOW or CTC NNCS Schedules or as permitted or contemplated by this Agreement, CTC the parties hereto will each use its best efforts to: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Westwind VNOW nor CTC NNCS will, without the prior consent of the other party: (i) except as otherwise specifically set forth herein, make any change in their respective certificates or articles of incorporation or bylawscharter documents; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Westwind OneClass or CTC ABCI Schedules or as permitted or contemplated by this Agreement, CTC OneClass and ABCI will each use its best efforts to: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Westwind OneClass nor CTC ABCI will, without the prior consent of the other party: (i) except as otherwise specifically set forth herein, make any change in their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Westwind Galaxy Minerals or CTC YJF Schedules or as permitted or contemplated by this Agreement, CTC YJF and Galaxy Minerals, to the extent applicable, will each use its best efforts to: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Westwind Galaxy Minerals nor CTC YJF will, without the prior consent of the other party: (i) except as otherwise specifically set forth herein, make any change in their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Westwind Amaru or CTC M2B Schedules or as permitted or contemplated by this Agreement, CTC M2B and Amaru, to the extent applicable, will each use its best efforts to: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Westwind Amaru nor CTC M2B will, without the prior consent of the other party: (i) except as otherwise specifically set forth herein, make any change in their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Westwind Mully or CTC BBI Schedules or as permitted or contemplated by this Agreement, CTC Mully and BBI will each use its best efforts to: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Westwind Mully nor CTC BBI will, without the prior consent of the other party: (i) except as otherwise specifically set forth herein, make any change in their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Westwind ITV or CTC Bongiovi Schedules or as permitted or contemplated by this Agreement, CTC Bongiovi and ITV, to the extent applicable, will each use its best efforts to: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Westwind ITV nor CTC Bongiovi will, without the prior consent of the other party: (i) except as otherwise specifically set forth herein, make any change in their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Westwind VOSS or CTC FNTT Schedules or as permitted or contemplated by this AgreementAgr▇▇▇▇nt, CTC the parties hereto will each use its best efforts to: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all provincial, federal and state laws and all rules, regulations and orders imposed by provincial, federal or state governmental authorities. (bvii) utilize its best efforts in order to establish and/or maintain a trading market for FNTT' s common stock on a U.S. over the counter market. (viii) From and after the date of this Agreement until the Closing Date, neither Westwind VOSS nor CTC FNTT will, without the prior consent of the other partypa▇▇▇: (iix) except as otherwise specifically set forth herein, make any change in their respective certificates or articles of incorporation or bylaws; (iix) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iiixi) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; (ivxii) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (vxiii) purchase or redeem any shares of its capital stock, except as disclosed herein.