Common use of Certain Prohibitions Clause in Contracts

Certain Prohibitions. The Sellers shall not, without the prior written consent of the Buyer (a) engage or take part in, or agree to engage or take part in, any reorganization or similar transaction, (b) enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 3.6(a) if in effect on the date hereof or enter in to any contract, agreement, undertaking or commitment which cannot be assigned to the Buyer or a permitted assignee of the Buyer, (c) sell or otherwise dispose of any of their respective assets, other than sales of inventory in the ordinary course of business, (d) take, cause, agree to take or cause, or permit to occur any of the actions or events set forth in Section 3.5 of this Agreement, or (e) declare or make payment of any dividend or other distribution of cash or other property in respect of any of their capital stock, or redeem, purchase or otherwise acquire any such capital stock, or make any cash disbursements other than to pay ordinary course obligations reflected on the Closing Balance Sheet; PROVIDED HOWEVER, the Buyer's consent to the payment of dividends by the Sellers will not be withheld so long as the Sellers shall have demonstrated, to the reasonable satisfaction of the Buyer, that such dividends (A) are only out of retained earnings for periods ending on or prior to the Effective Closing Date, and (B) will not result in the Net Current Assets falling below $4,200,000.

Certain Prohibitions. The Sellers hereby acknowledge that, after March 31, 1998, they have been operating their businesses for the economic benefit of the Buyer. Accordingly, the Sellers warrant that they have not, and the Sellers further agree that they shall not, without the prior written consent of the Buyer Buyer, (a) engage or take part in, or agree to engage or take part in, any reorganization or similar transaction, (b) enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 3.6(a) if in effect on the date hereof --------------- or enter in to any contract, agreement, undertaking or commitment which cannot be assigned to the Buyer or a permitted assignee of the Buyer, (c) sell or otherwise dispose of any of their respective assets, other than sales of inventory in the ordinary course of business, (d) make any capital appropriation or expenditure or commitment therefor on behalf of the Sellers, (e) take, cause, agree to take or cause, or permit to occur any of the actions or events set forth in Section 3.5 of this Agreement, or (ef) declare or make payment of any dividend or other distribution of cash or other property in respect of any of their capital stock, or redeem, purchase or otherwise acquire any such capital stock; PROVIDED, or make any cash disbursements other than to pay ordinary course obligations reflected on the Closing Balance Sheet; PROVIDED HOWEVER, the Buyer's consent to the payment of dividends by the Sellers will not be withheld so long as the Sellers shall have demonstrated, to the reasonable satisfaction of the Buyer, that such dividends (A) are only out of retained earnings for periods ending on or prior to the Effective Closing DateApril 1, 1998, and (B) will not result in the Net Current Assets falling below $4,200,0009,800,000. (g) Deletion of Section 11.1(f). Section 11.1(f) of the Purchase --------------------------- Agreement is hereby deleted in its entirety.

Certain Prohibitions. The Sellers hereby acknowledge than, after March 31, 1998, they have been operating their businesses for the economic benefit of the Buyer. Accordingly, the Sellers warrant that they have not, and the Sellers further agree that they shall not, without the prior written consent of the Buyer Buyer, (a) engage or take part in, or agree to engage or take part in, any reorganization or similar transaction, (b) enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 3.6(a) if in effect on the date hereof or enter in to any contract, agreement, undertaking or commitment which cannot be assigned to the Buyer or a permitted assignee of the Buyer, (c) sell or otherwise dispose of any of their respective assets, other than sales of inventory in the ordinary course of business, (d) make any capital appropriation or expenditure or commitment therefor on behalf of the Sellers, (e) take, cause, agree to take or cause, or permit to occur any of the actions or events set forth in Section 3.5 of this Agreement, or (ef) declare or make payment of any dividend or other distribution of cash or other property in respect of any of their capital stock, or redeem, purchase or otherwise acquire any such capital stock; provided, or make any cash disbursements other than to pay ordinary course obligations reflected on the Closing Balance Sheet; PROVIDED HOWEVERhowever, the Buyer's consent to the payment of dividends by the Sellers will not be withheld so long as the Sellers shall have demonstrated, to the reasonable satisfaction of the Buyer, that such dividends (A) are only out of retained earnings for periods ending on or prior to the Effective Closing DateApril 1, 1998, and (B) will not result in the Net Current Assets falling below $4,200,0009,800,000.