Common use of Conduct in the Ordinary Course Clause in Contracts

Conduct in the Ordinary Course. Except as set forth in Section 3.09 of the Disclosure Schedule, from the Reference Statement Date and through the date of this Agreement, each Company has not: (a) (i) issued, sold or redeemed any capital stock or other ownership interests, notes, bonds or other securities of the Companies (or any option, warrant or other right to acquire the same), (ii) declared, made or paid any dividends or distributions to the holders of capital stock or other equity securities, of any Company, as the case may be, other than dividends, distributions and redemptions declared, made or paid by any Company solely to another Company or (iii) split, combined or reclassified any capital stock of the Companies; (b) amended or restated the certificate of incorporation or bylaws (or similar organizational documents) of a Company, as the case may be; (c) granted, adopted or announced (i) any increase in, or acceleration of payment or vesting of, the salaries, bonuses or other compensation or benefits, or (ii) any new bonus or other compensation or benefits payable by such Company, as the case may be, to any of the current or former employees, officers, individual consultants or directors of any Company other than (x) as required by Law, (y) pursuant to any Plans, or (z) solely with respect to employees who are not employees of any Company with current annual salaries in excess of $150,000, in the ordinary course of business consistent with the past practices of such Company (which shall include increases due to promotions and normal periodic performance reviews and related compensation and benefit increases), as the case may be; (d) except in the ordinary course of business, (i) incurred any Indebtedness for borrowed money (other than Indebtedness to Parent or to another Company), (ii) issued any debt securities, or (iii) assumed or guaranteed or otherwise become responsible for any indebtedness of any Person (other than Indebtedness of another Company), in the case of (i), (ii) and (iii) above, in an aggregate amount exceeding $2,000,000; (e) made any acquisition (by merger, consolidation, or acquisition of stock or assets) of any corporation, partnership or other business organization or division thereof for consideration in excess of $2,000,000 in the aggregate; (f) except in the ordinary course of business, created any Encumbrances on any of their assets, tangible or intangible, other than Permitted Encumbrances and Encumbrances on assets having an aggregate value not in excess of $2,000,000; (g) sold, assigned or transferred any of their tangible assets except in the ordinary course of business and except for any such assets having an aggregate value of less than $2,000,000; (h) disposed of, granted, abandoned or permitted to lapse any Intellectual Property except in the ordinary course of business consistent with past practice (including sales to customers); (i) made any material change in any method of accounting or accounting practice or policy used by a Company, as the case may be, other than such changes required by GAAP or by Law; (j) waived any material rights of value under any Material Contracts, other than in the ordinary course of business consistent with past practice; (k) purchased, sold or entered into any contract to purchase or sell any real property; (l) incurred any damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the Companies; (m) suffered any Material Adverse Effect; or (n) agreed to take any of the actions specified in Sections 3.09 (a)-(k), except as contemplated by this Agreement and the Transition Services Agreement.

Conduct in the Ordinary Course. Except as set forth in Section 3.09 3.08 of the Disclosure Schedule, from the Reference Statement Date and through the date of this Agreement, to the Knowledge of Parent, each Company has not: (a) (i) issued, sold or redeemed or repurchased or otherwise acquired any capital stock stock, limited liability company interest or other ownership interests, notes, bonds or other securities of the Companies (or any option, warrant or other right to acquire the same), (ii) declared, made or paid any dividends or distributions to the holders of capital stock or other equity securities, of any Company, as the case may be, other than dividends, distributions and redemptions declared, made or paid by any Company solely to another Company and other than Tax Distributions or (iii) split, combined or reclassified any capital stock of the Companies; (b) amended or restated the certificate of incorporation or bylaws (or similar organizational documents) of a Company, as the case may be; (c) granted, adopted or announced (i) any any, increase in, or acceleration of payment or vesting of, the salaries, bonuses or other compensation or benefits, or (ii) any new bonus or other compensation or benefits payable by such Company, as the case may be, to any of the current or former employees, officers, individual consultants or directors of any Company other than (x) as required by Law, (y) pursuant to any Plans, or (z) solely with respect to employees who are not employees of any Company with current annual salaries in excess of $150,000, in the ordinary course of business consistent with the past practices of such Company (which shall include increases due to promotions and normal periodic performance reviews and related compensation and benefit increases), as the case may be; (d) except in the ordinary course of business, (i) incurred any Indebtedness indebtedness for borrowed money (other than Indebtedness to Parent or to another Company), (ii) issued any debt securities, or (iii) assumed or guaranteed or otherwise become responsible for any indebtedness of any Person (other than Indebtedness of another Company), in the case of (i), (ii) and (iii) above, in an aggregate amount exceeding $2,000,000; (e) made any acquisition (by merger, consolidation, or acquisition of stock or assets) of any corporation, partnership or other business organization or division thereof for consideration in excess of $2,000,000 in the aggregate; (f) except in the ordinary course of business, created any Encumbrances on any of their assets, tangible or intangible, other than Permitted Encumbrances and Encumbrances on assets having an aggregate value not in excess of $2,000,000; (g) sold, assigned or transferred any of their tangible assets except in the ordinary course of business and except for any such assets having an aggregate value of less than $2,000,000; (h) disposed of, granted, licensed, abandoned or permitted to lapse any Intellectual Property except in the ordinary course of business consistent with past practice (including sales and licenses to customers); (i) made any material change in any method of accounting or accounting practice or policy used by a Company, as the case may be, other than such changes required by GAAP or by Law; (j) waived any material rights of value under any Material Contracts, other than in the ordinary course of business consistent with past practice; (k) purchased, sold or entered into any contract to purchase or sell any real property; (l) incurred any damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the Companies; (m) suffered any Material Adverse Effect; or (n) agreed to take any of the actions specified in Sections 3.09 3.08 (a)-(k), except as contemplated by this Agreement and the Transition Services Agreement.

Conduct in the Ordinary Course. Except as set forth in Section 3.09 of the Disclosure Schedule, from the Reference Statement Date and through the date of this Agreement, each neither Company has nothas: (a) (i) issued, sold sold, granted or redeemed authorized the issuance of, or redeemed, purchased or acquired any capital stock or other ownership interests, notes, bonds or other securities of the Companies either Company (or any option, warrant or other right to acquire Derivative in respect of the same), or (ii) other than dividends and distributions of cash on hand declared, made or paid by such Company to another Company, the Seller or the Parent, declared, set aside, made or paid any dividends or other distributions to the holders of its capital stock or other equity securities, of any Company, as the case may be, other than dividends, distributions and redemptions declared, made or paid by any Company solely to another Company or (iii) split, combined or reclassified any capital stock of the Companies; (b) amended or restated the its certificate of incorporation or bylaws (or similar organizational documents) of a Company, as the case may be); (c) granted, adopted granted or announced (i) any increase in, or acceleration of payment or vesting of, the salaries, bonuses or or, on an aggregate basis, other compensation or benefits, or (ii) any new bonus or other compensation or benefits payable by such Company, as the case may be, to any of the current or former employeesemployees of such Company, officers, individual consultants or directors of any Company other than (xi) as required by Law, (yii) pursuant to any Plansplans, programs or agreements existing on the date of this Agreement (which shall include bonus programs of either of the Companies) or (ziii) solely with respect to employees who are not employees of any Company with current annual salaries in excess of $150,000, other increases in the ordinary course Ordinary Course of business Business and consistent with the past practices of such Company (which shall include increases due to promotions and normal periodic performance reviews and related compensation and benefit increases), as the case may be; (d) except in the ordinary course of businessincurred, (i) incurred any Indebtedness for borrowed money (other than Indebtedness to Parent or to another Company)assumed, (ii) issued any debt securities, or (iii) assumed or guaranteed or otherwise become responsible for any indebtedness of any Person (other than Indebtedness of another Company), in the case of (i), ) for borrowed money or (ii) and (iii) above, other indebtedness in an aggregate amount exceeding $2,000,000500,000; (e) made any acquisition (by merger, consolidation, or acquisition of stock or assetsassets or otherwise) of any corporation, partnership Person or other business organization or any division thereof for consideration in excess of $2,000,000 in the aggregatethereof; (f) except in the ordinary course Ordinary Course of businessBusiness, created any Encumbrances on any of their assets, tangible or intangible, other than Permitted Encumbrances and Encumbrances on assets having an aggregate value not in excess of $2,000,000Encumbrances; (g) excluding the sale, assignment or other transfer of computer equipment to customers on a pass through basis, sold, assigned or transferred any of their tangible assets except in the ordinary course of business and except for (i) any such assets having an aggregate value of less than $2,000,000100,000 or (ii) having an aggregate value of less than $250,000 and sold in the Ordinary Course of Business; (h) disposed of, granted, abandoned or permitted to lapse made any Intellectual Property except in the ordinary course of business consistent with past practice (including sales to customers); (i) made any material change in any method of accounting method, principle or accounting practice or any pricing, payment or credit practice or policy used by a such Company, as the case may be, other than such changes required by GAAP or by Law; or (ii) material change in its policies or general practices regarding the rate or timing of its payment of trade payables or its collection of accounts receivable; or (iii) changed provisional rates with the Centers for Medicare & Medicaid Services (“CMS”); (i) commenced, settled or agreed to settle any Action; (j) experienced any labor dispute, disruption, work slowdown, stoppage or strike; (k) terminated or closed any facility, business or operation, or transferred any employees of either of the Companies to an Affiliate of the Seller; (l) made a loan, advance or capital contribution to, or any other investment in, any other Person other than advances to employees and intercompany cash management activities with its Affiliates, in each case, in the Ordinary Course of Business; (m) (i) waived or relinquished any material rights of value right under any Material ContractsContract to or for the benefit of any other Person or (ii) revalued or reclassified any of its assets or liabilities related to business, including written up or written down the value of any of its assets, individually or in the aggregate, in an amount greater than $500,000; (n) (i) amended, modified, accelerated, or, other than through its expiration, terminated, cancelled or permitted to lapse any Material Contract or any insurance policies covering either of the Companies, other than amendments and modifications in the Ordinary Course of Business or terminations for convenience by a Governmental Customer, or (ii) entered into, or submitted a binding proposal to enter into, any fixed price software development Contract that involves payments to ViPS in excess of $500,000; (o) made or received any payment to or from, or entered into any transaction with, the Seller or any Affiliate of the Seller other than the Surviving Interaffiliate Agreements and intercompany cash management activities in the Ordinary Course of Business; (p) granted any rights or interests (including any license or sublicense) to any other Person with respect to any Intellectual Property of either of the Companies, other than in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (kq) purchasedmade or changed any material election, sold or settled or compromised any material liability in respect of Taxes, changed any accounting method in respect of Taxes, filed any amendment to an income Tax Return, entered into any contract closing agreement, or consented to purchase any extension or sell waiver of the limitation period applicable to any real propertyclaim or assessment in respect of Taxes; (l) incurred any damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the Companies; (m) suffered any Material Adverse Effect; or (nr) agreed to take any of the actions specified in Sections 3.09 (a)-(kSection 3.09(a)-(q), except as contemplated by this Agreement and the Transition Services Agreement.

Conduct in the Ordinary Course. Except as set forth (a) Since December 31, 2006, the Company has conducted the Business in Section 3.09 the ordinary course consistent with past practices, and there has not occurred any Material Adverse Effect. (b) Without limiting the generality of the Disclosure Scheduleforegoing, from since December 31, 2006 the Reference Statement Date and through the date of this Agreement, each Company has not: (a) (i) issued, sold or redeemed any capital stock or other ownership interests, notes, bonds or other securities than the contracts listed on Section 4.14 of the Companies (or Disclosure Schedule, entered into any optionagreement, warrant or other right to acquire the same)commitment, (ii) declaredcontract, made or paid any dividends or distributions to the holders of capital stock or other equity securities, of any Company, as the case may be, other than dividends, distributions and redemptions declared, made or paid by any Company solely to another Company or (iii) split, combined or reclassified any capital stock of the Companies; (b) amended or restated the certificate of incorporation or bylaws (or similar organizational documents) of a Company, as the case may be; (c) granted, adopted or announced (i) any increase inlease, or acceleration of payment or vesting oflicense, the salaries, bonuses or other compensation or benefits, or (ii) any new bonus or other compensation or benefits payable by such Company, as the case may be, to any of the current or former employees, officers, individual consultants or directors of any Company other than (x) as required by Law, (y) pursuant to any Plans, or (z) solely with respect to employees who are not employees of any Company with current annual salaries in excess of $150,000, in the ordinary course of business consistent with the past practices of such Company (which shall include increases due to promotions and normal periodic performance reviews and related compensation and benefit increases), as the case may be; (d) except in the ordinary course of business, (i) incurred any Indebtedness for borrowed money (other than Indebtedness to Parent or to another Company), (ii) issued any debt securities, or (iii) assumed or guaranteed or otherwise become responsible for any indebtedness of any Person (other than Indebtedness of another Company), in the case of (i), (ii) and (iii) above, in an aggregate amount exceeding $2,000,000; (e) made any acquisition (by merger, consolidation, or acquisition of stock or assets) of any corporation, partnership or other business organization or division thereof for consideration in excess of $2,000,000 in the aggregate; (f) except in the ordinary course of business, created any Encumbrances on any of their assets, tangible or intangible, other than Permitted Encumbrances and Encumbrances on assets having an aggregate value not in excess of $2,000,000; (g) sold, assigned or transferred any of their tangible assets except in the ordinary course of business and except for any such assets having an aggregate value of less either involving more than $2,000,000; (h) disposed of, granted, abandoned or permitted to lapse any Intellectual Property except in the ordinary course of business consistent with past practice (including sales to customers); (i) made any material change in any method of accounting or accounting practice or policy used by a Company, as the case may be, other than such changes required by GAAP or by Law; (j) waived any material rights of value under any Material Contracts25,000, other than in the ordinary course of business consistent with past practicepractices or as contemplated by this Agreement; (kii) purchasedaccelerated, sold terminated, materially modified, or cancelled any agreement, contract, lease, or license to which the Company is a party or by which it is bound involving more than $25,000 per annum; (iii) made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person; (iv) issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation; (v) transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Company Intellectual Property; (vi) amended or otherwise modified its certificate of formation or limited liability company agreement; (vii) entered into any collective bargaining agreement, written or oral, or modified the terms of any existing such contract to purchase or sell any real propertyagreement; (lviii) incurred adopted, amended, modified, or terminated any damagePlan or granted or announced any increase in the salaries, destruction bonuses or similar loss, whether other compensation or not covered benefits payable by insurance, materially affecting the business or properties Company to any of the Companiescurrent or former directors, managers, officers, employees or independent contractors of the Company, other than as required by Law, pursuant to any plans, programs or agreements existing on the date of this Agreement and disclosed to the Purchaser or, solely in the case of salaries and bonuses, other ordinary increases consistent with the past practices of the Company; (mix) suffered delayed or postponed the payment of accounts payable and other Liabilities or the purchase of inventory; (x) changed any Material Adverse Effectmethod of accounting or accounting practice or policy used by the Company, other than such changes required by GAAP; (xi) made or modified any Tax election or agreement in respect of Taxes by the Company; or (nxii) agreed entered into any legally binding agreement, whether oral or written, to take do any of the actions specified foregoing. The Purchaser acknowledges that the Sellers intend to cause the Company to distribute cash and cash equivalents to the Sellers prior to the Closing Date to the extent not required to meet the Adjusted Working Capital Benchmark and agrees that any such distribution alone will not be deemed to violate the representations and warranties set forth in Sections 3.09 (a)-(k), except as contemplated by this Agreement and the Transition Services AgreementSection 4.06.