Common use of Conduct of Business in Ordinary Course Clause in Contracts

Conduct of Business in Ordinary Course. Except as disclosed in Schedule 3.1(j) of the Disclosure Letter and except in connection with the Pre-Closing Reorganization, since the Balance Sheet Date: (A) the Corporation has carried on its business in the Ordinary Course and (B) without limiting the generality of the foregoing, the Corporation has not: (i) made or assumed any commitment, obligation or liability which individually or in the aggregate exceeded $150,000 other than in the Ordinary Course; (ii) ceased to operate its properties and to carry on the Business as heretofore carried on; (iii) suffered any material shortage or any material cessation or interruption of supplies or ordinary services in connection with the Business; (iv) sold, transferred or disposed of, or created or imposed any Lien (other than Permitted Liens) upon, any of its assets; (v) made any capital expenditure or commitment to do so which individually or in the aggregate exceeded $1,000,000; (vi) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise), other than obligations and liabilities discharged in the Ordinary Course; (vii) incurred any Indebtedness other than to trade creditors in the Ordinary Course or as set forth in Schedule 3.1(aa) of the Disclosure Letter, or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person which individually or in the aggregate exceeded $150,000; (viii) purchased or otherwise acquired any securities in any Person; (ix) modified its Governing Documents; (x) made any change in its accounting principles and practices as utilized in the preparation of the Financial Statements except as required by GAAP; (xi) removed any auditor or had any auditor resign; (xii) suffered any material damage or destruction of its property or suffered any other material extraordinary loss in respect of the Business or the Leased Properties, whether or not covered by insurance; (xiii) terminated the employment or services of any (A) director of the Corporation or (B) Employee receiving annual base Compensation in excess of $100,000; (xiv) entered into any agreement relating to Severance Obligations or relating to any retention, transaction bonus, or change of control of the Corporation with any of its officers, directors or Employees receiving annual base Compensation in excess of $100,000; (xv) made any change in the rate or form of Compensation payable or to become payable to any of its directors, Employees or Contractors which is outside the Ordinary Course; (xvi) increased the benefits to which Employees or former employees of the Corporation are entitled under any Benefit Plan or instituted or, adopted any new Benefit Plan or made any amendments to any existing Benefit Plan (or committed to do so); (xvii) made any bonus or profit sharing distribution or similar payment of any kind to any current or former shareholder, director, Employee or Contractor of the Corporation; (xviii) granted to any customer of the Business any special allowance or discount, or changed its pricing, credit or payment policies, delayed or postponed the payment of trade payables, or changed normal operating balances of Inventory, in each case, other than in the Ordinary Course; (xix) delayed or postponed in a way which would be outside the Ordinary Course, the discharge of any obligation, liability or capital expenditure when such liability, obligation or capital expenditure becomes due; (xx) settled any litigation or claim, or suffered any judgment, requiring payment by the Corporation of an amount in excess of $50,000 or granting injunctive relief or specific performance; (xxi) received written notice of, or to the knowledge of Vendor, oral notice of, or commencement of an investigation or proceeding against the Corporation by a Governmental Entity; (xxii) cancelled or reduced any of its insurance coverage, or received notice thereof or of non-renewal or material increase in premium from the underwriters or any of its brokers; or (xxiii) authorized, agreed or otherwise committed in writing to do any of the foregoing.

Conduct of Business in Ordinary Course. Except as disclosed in Schedule 3.1(j) of the Disclosure Letter and except in connection with the Pre-Closing Reorganization3.2(i), since the Balance Sheet Date: (A) the April 30, 2000, Corporation has carried on its business in the Ordinary Course and (B) and, without limiting the generality of the foregoing, the Corporation has not: (i) made or assumed any commitment, obligation or liability which individually or in the aggregate exceeded $150,000 other than in is outside the Ordinary Course; (ii) ceased to operate its properties and to carry on the Business its business as heretofore carried on; (iii) suffered sold or otherwise in any material shortage way alienated or disposed of any material cessation or interruption of supplies or ordinary services its assets other than in connection with the BusinessOrdinary Course; (iv) soldsplit, transferred combined or disposed of, or created or imposed any Lien (other than Permitted Liens) upon, reclassified any of its assetsshares, or issued redeemed, retired, repurchased or otherwise acquired shares in its capital or any warrants, rights, bonds, debentures, notes other corporate security, or reserved, declared, made or paid any dividend, or made any other distributions or appropriations of profits or capital; (v) made any capital expenditure or commitment to do so which individually or in the aggregate exceeded $1,000,000; (vi) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise), other than obligations and liabilities discharged in the Ordinary Course; (viivi) incurred waived or cancelled any Indebtedness other than to material claim, account receivable, trade creditors in account, or right outside the Ordinary Course or made any gift; (vii) made any change in the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, employees or agents which is outside the Ordinary Course; (viii) made any change in its accounting principles and practices as set forth utilized in Schedule 3.1(aa) the preparation of the Disclosure LetterFinancial Statements and the Interim Financial Statements, or granted to any customer any special allowance or discount, or changed its pricing, credit or payment policies, other than in the Ordinary Course; (ix) made any individual capital expenditure in excess of $10,000.00; (x) made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation obligations of any Person which individually or in the aggregate exceeded $150,000Person; (viiixi) modified its constating instruments, by-laws or capital structure; (xii) removed any auditor; (xiii) purchased or otherwise acquired any securities corporate security or proprietary, participatory or profit interest in any Person; (ix) modified its Governing Documents; (x) made any change in its accounting principles and practices as utilized in the preparation of the Financial Statements except as required by GAAP; (xi) removed any auditor or had any auditor resign; (xii) suffered any material damage or destruction of its property or suffered any other material extraordinary loss in respect of the Business or the Leased Properties, whether or not covered by insurance; (xiii) terminated the employment or services of any (A) director of the Corporation or (B) Employee receiving annual base Compensation in excess of $100,000; (xiv) entered into incurred any agreement relating to Severance Obligations or relating to any retention, transaction bonus, or change of control of the Corporation with any of its officers, directors or Employees receiving annual base Compensation in excess of $100,000; (xv) made any change in the rate or form of Compensation payable or to become payable to any of its directors, Employees or Contractors which is outside the Ordinary Course; (xvi) increased the benefits to which Employees or former employees of the Corporation are entitled under any Benefit Plan or instituted or, adopted any new Benefit Plan or made any amendments to any existing Benefit Plan (or committed to do so); (xvii) made any bonus or profit sharing distribution or similar payment of any kind to any current or former shareholder, director, Employee or Contractor of the Corporation; (xviii) granted to any customer of the Business any special allowance or discount, or changed its pricing, credit or payment policies, delayed or postponed the payment of trade payables, or changed normal operating balances of Inventory, in each case, indebtedness other than to trade creditors in the Ordinary Course; (xix) delayed or postponed in a way which would be outside the Ordinary Course, the discharge of any obligation, liability or capital expenditure when such liability, obligation or capital expenditure becomes due; (xx) settled any litigation or claim, or suffered any judgment, requiring payment by the Corporation of an amount in excess of $50,000 or granting injunctive relief or specific performance; (xxi) received written notice of, or to the knowledge of Vendor, oral notice of, or commencement of an investigation or proceeding against the Corporation by a Governmental Entity; (xxii) cancelled or reduced any of its insurance coverage, or received notice thereof or of non-renewal or material increase in premium from the underwriters or any of its brokers; or (xxiiixv) authorized, agreed or otherwise committed in writing to do any of the foregoing.

Conduct of Business in Ordinary Course. Except Since December 31, 1995, except as either disclosed on Exhibit 4.8 or in Schedule 3.1(j) of the Disclosure Letter and except in connection with the Pre-Closing Reorganizationother Exhibits hereto, since the Balance Sheet Date: (A) the Corporation PVS has carried on conducted its business only in the Ordinary Course ordinary course and (B) without limiting the generality of the foregoing, the Corporation has not:; (i) made sold, transferred, leased to others or assumed otherwise disposed of any commitmentassets, obligation or liability which individually or except for inventory and/or services sold in the aggregate exceeded $150,000 other than in ordinary course of business, or assets which are not material to the Ordinary Courseoperation of PVS's Business; (ii) ceased canceled or compromised any material debt or claim or waived, compromised or released any right, except for rights which are not material to operate its properties and to carry on the Business as heretofore carried onoperation of PVS's Business; (iii) suffered any material shortage damage, destruction or any material cessation loss (whether or interruption of supplies not covered by insurance) that has materially and adversely affected the assets, PVS or ordinary services in connection with the BusinessPVS's Business or prospects; (iv) soldencountered any labor union organizing activity or had any actual or known threatened employee strike, work stoppage, slow down or lockout; (v) transferred or disposed ofgranted any right under, or created entered into any settlement regarding the breach or imposed infringement of any Lien license, patent, copyright, trademark, trade name, invention, franchise or similar rights, or modified any existing right with respect thereto; (vi) instituted, been named as a party, settled or agreed to settle any litigation, action or proceeding before any court or governmental body; (vii) failed to replenish PVS's inventories and supplies in a normal and customary manner consistent with PVS's ordinary business practices, nor made any purchase commitments in excess of the normal, ordinary and usual requirements of PVS's Business or at any price materially in excess of the then current market price, or upon terms and conditions more onerous in any material respect than those usual and customary in PVS's Business (given then current industry conditions and circumstances), nor made any material changes in PVS's marketing, selling, pricing, advertising or personnel practices inconsistent with PVS's past practices (other than Permitted Liensprice increases consistent with then current industry conditions and circumstances); (viii) uponfailed to pay its liabilities as and when due in the ordinary course of PVS's Business; (ix) suffered any change, event or condition which has materially and adversely affected PVS's condition (financial or otherwise), properties, assets, liabilities or business; (x) failed to maintain its facilities and equipment in a commercially prudent and reasonable manner, other than any such failure which would not materially and adversely affect PVS; (xi) entered into any transaction, contract or commitment other than in the ordinary course of PVS's Business; (xii) created or assumed any mortgage, pledge, lien or encumbrance upon any of PVS's assets other than liens reflected in the Exhibits attached to this Agreement; (xiii) made any material write down of the value of any of its assets; (vxiv) made any capital expenditure or commitment to do so which individually or increase in the aggregate exceeded $1,000,000; (vi) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise), other than obligations and liabilities discharged in the Ordinary Course; (vii) incurred any Indebtedness other than to trade creditors in the Ordinary Course or as set forth in Schedule 3.1(aa) compensation of the Disclosure Letteremployees of PVS, or made any loan increase in compensation payable to any officer or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person which individually or in the aggregate exceeded $150,000; (viii) purchased or otherwise acquired any securities in any Person; (ix) modified its Governing Documents; (x) made any change in its accounting principles and practices as utilized in the preparation of the Financial Statements except as required by GAAP; (xi) removed any auditor or had any auditor resign; (xii) suffered any material damage or destruction of its property or suffered any other material extraordinary loss in respect of the Business or the Leased Properties, whether or not covered by insurance; (xiii) terminated the employment or services of any (A) director of the Corporation or (B) Employee receiving annual base Compensation in excess of $100,000; (xiv) entered into any agreement relating to Severance Obligations or relating to any retention, transaction bonus, or change of control of the Corporation with any of its officers, directors or Employees receiving annual base Compensation in excess of $100,000;PVS; or (xv) made canceled, compromised, excused, forgiven, postponed or applied any change portion of a customer deposit to any account receivable, except for adjustments or credit vouchers in the rate or form of Compensation payable or to become payable to any of its directors, Employees or Contractors which is outside the Ordinary Course; (xvi) increased the benefits to which Employees or former employees of the Corporation are entitled under any Benefit Plan or instituted or, adopted any new Benefit Plan or made any amendments to any existing Benefit Plan (or committed to do so); (xvii) made any bonus or profit sharing distribution or similar payment of any kind to any current or former shareholder, director, Employee or Contractor of the Corporation; (xviii) granted to any customer of the Business any special allowance or discount, or changed its pricing, credit or payment policies, delayed or postponed the payment of trade payables, or changed normal operating balances of Inventory, in each case, other than in the Ordinary Course; (xix) delayed or postponed in a way which would be outside the Ordinary Course, the discharge of any obligation, liability or capital expenditure when such liability, obligation or capital expenditure becomes due; (xx) settled any litigation or claim, or suffered any judgment, requiring payment by the Corporation of an amount in excess of $50,000 or granting injunctive relief or specific performance; (xxi) received written notice of, or to the knowledge of Vendor, oral notice of, or commencement of an investigation or proceeding against the Corporation by a Governmental Entity; (xxii) cancelled or reduced any of its insurance coverage, or received notice thereof or of non-renewal or material increase in premium from the underwriters or any of its brokers; or (xxiii) authorized, agreed or otherwise committed in writing to do any of the foregoingordinary course.

Conduct of Business in Ordinary Course. Except as disclosed set forth on Schedule 3.19, since December 31, 2010 or as otherwise properly reflected in Schedule 3.1(j) the Financial Statements and/or the Interim Financial Statements, the Company has conducted the Business only in the ordinary course of business consistent with past business and industry custom and practice, and has incurred no liabilities other than in the ordinary course of business consistent with past custom and industry practice, and no event, fact or circumstance has had a Material Adverse Effect on the assets, condition (financial or otherwise), operating results, employee or customer relations or business activities of the Disclosure Letter Company (other than any events, facts or circumstances that relate primarily to (1) economic conditions in general; and (2) the economic performance of the entire industry in which the Company is engaged). Without limiting the foregoing and except in connection with the Pre-Closing Reorganizationas set forth on Schedule 3.19 or as expressly contemplated by this Agreement, since the Balance Sheet Date: (A) the Corporation has carried on its business in the Ordinary Course and (B) without limiting the generality of the foregoingDecember 31, 2010, the Corporation Company has not: (ia) made Sold, assigned or assumed transferred any commitmentmaterial tangible asset (other than the sale of invested assets in the ordinary course of business consistent with past practices) or property right used in the Business, obligation or liability which mortgaged, pledged or subjected them to any Encumbrance, charge or other restriction, except for Encumbrances for current property taxes not yet due and payable; (b) Sold, assigned, transferred, abandoned or permitted to lapse any Governmental Permits that, individually or in the aggregate exceeded $150,000 aggregate, are material to the Business or the operation of the Company or any portion thereof, or received any notice from any Governmental Body of any restrictions, limitations, suspensions, or revocations of any such Governmental Permits, or disclosed any material proprietary confidential information to any person; (c) Conducted the cash management customs and practices (including the timing of collection of receivables and payment of payables and other current liabilities) and maintained the books and records of the Company other than in the Ordinary Courseusual and ordinary course of business consistent with past custom and practice; (iid) ceased to operate its properties and to carry on Made any material change in any underwriting, actuarial, investment, financial reporting or accounting practice or policy followed by the Business as heretofore carried onCompany, or in any assumption underlying such practice or policy, or in any method of calculating any bad debt, contingency, or other reserve for financial reporting purposes or for any other purposes; (iiie) suffered Made any material shortage loans or advances to, or guarantees or unwritten promises for the benefit of, or entered into any material cessation transaction with any shareholder, officer, director or interruption Affiliate of supplies or ordinary services in connection with the BusinessCompany; (ivf) soldSuffered any material loss, transferred damage, destruction or disposed ofcasualty loss or waived any rights of material value, or created or imposed any Lien (other than Permitted Liens) upon, any of its assets; (v) made any capital expenditure or commitment to do so which individually or in the aggregate exceeded $1,000,000; (vi) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise), other than obligations and liabilities discharged in the Ordinary Course; (vii) incurred any Indebtedness other than to trade creditors in the Ordinary Course or as set forth in Schedule 3.1(aa) outside of the Disclosure Letter, or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person which individually or in the aggregate exceeded $150,000; (viii) purchased or otherwise acquired any securities in any Person; (ix) modified its Governing Documents; (x) made any change in its accounting principles and practices as utilized in the preparation ordinary course of the Financial Statements except as required by GAAP; (xi) removed any auditor or had any auditor resign; (xii) suffered any material damage or destruction of its property or suffered any other material extraordinary loss in respect of the Business or the Leased PropertiesBusiness, whether or not covered by insuranceinsurance and whether or not in the ordinary course of business; (xiiig) terminated Suffered any decrease in the employment number of, or services any change in the nature of, the insurance policies or annuity contracts in force of the Company, or any change in the amount or nature of reserves, liabilities or other similar amounts of the Company with respect to such insurance policies and annuity contracts that might be expected to have a Material Adverse Effect, or any termination, amendment or execution by the Company of any reinsurance, coinsurance or other similar contract, as ceding or assuming reinsurer; (Ah) director Declared, set aside or paid any dividend or distribution of cash or other property to any shareholder of the Corporation Company or purchased, redeemed or otherwise acquired any shares of the Company’s capital stock, or made any other payments to any shareholder (Bit being understood that no such dividends, distributions, purchases, redemptions, acquisitions or payments shall have been made since December 31, 2010 except for distributions to Seller for purposes of satisfying Seller’s income Tax liabilities attributable to the operations of the Company for Pre-Closing Tax Periods or dividends or distributions permitted under this Agreement; (i) Employee receiving annual base Compensation Amended or authorized the amendment of the Certificate of Incorporation or By-laws of the Company; (j) Paid or made a commitment to pay any severance or termination payment to any employee or consultant; (k) Made any capital expenditures, including without limitation, replacements of equipment in the ordinary course of business, or entered into commitments, except for capital expenditures or commitments which do not, in the aggregate, exceed $50,000; (l) Made any equity or debt investment or commitment in any Person in excess of $100,000; (xiv) entered into any agreement relating to Severance Obligations or relating to any retention, transaction bonus, or change of control of the Corporation with any of its officers, directors or Employees receiving annual base Compensation in excess of $100,000; (xv) made any change in the rate or form of Compensation payable or to become payable to any of its directors, Employees or Contractors which is outside the Ordinary Course; (xvi) increased the benefits to which Employees or former employees of the Corporation are entitled under any Benefit Plan or instituted or, adopted any new Benefit Plan or made any amendments to any existing Benefit Plan (or committed to do so); (xvii) made any bonus or profit sharing distribution or similar payment of any kind to any current or former shareholder, director, Employee or Contractor of the Corporation; (xviii) granted to any customer of the Business any special allowance or discount, or changed its pricing, credit or payment policies, delayed or postponed the payment of trade payables, or changed normal operating balances of Inventory, in each case50,000, other than in the Ordinary Courseordinary course of business and consistent with past practice; (xixm) delayed Made any amendment to or postponed in a way which would be outside the Ordinary Course, the discharge introduction of any obligationnew insurance policy or annuity contract on forms other than those issued in the past, liability or capital expenditure when such liability, obligation or capital expenditure becomes due; (xx) settled any litigation or claim, or suffered any judgment, requiring payment by other than in the Corporation ordinary course of an amount in excess of $50,000 or granting injunctive relief or specific performance; (xxi) received written notice of, or to the knowledge of Vendor, oral notice of, or commencement of an investigation or proceeding against the Corporation by a Governmental Entity; (xxii) cancelled or reduced any of its insurance coverage, or received notice thereof or of non-renewal or material increase in premium from the underwriters or any of its brokersbusiness; or (xxiiin) authorizedEntered into any other material transaction, agreed or otherwise committed other than in writing to do any the ordinary course of the foregoingbusiness consistent with past custom and practice.

Conduct of Business in Ordinary Course. Except as disclosed in Schedule 3.1(jFrom and after the Effective Date and prior to the Closing Date, (i) the Company will not and the Sellers will not cause the Company to take any actions inconsistent with Section 3.23 or which will lead to a Material Adverse Effect occurring; (ii) with the exception of the Disclosure Letter provisions set forth in this Agreement and except in connection with the Pre-Closing Reorganizationtransaction contemplated herein, since the Balance Sheet Date: Company will carry on (Aand the Sellers shall cause the Company to carry on) the Corporation has carried on its their business in the Ordinary Course ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent with such business, use efforts consistent with past practice and policies to preserve intact their respective present business organization, keep available the services of their respective present officers, consultants and employees and preserve their relationships with customers, suppliers and distributors and others having business dealings with them; (iii) the Sellers shall cause the officers of the Company to confer at such times as the Purchaser may reasonably request with representatives of the Purchaser to report operational matters of a material nature and to report the general status of the ongoing operations of the business of the Company; and (Biv) without limiting the generality of nothwithstanding the foregoing, the Corporation has not:Sellers and the Company may not and will not without the prior written consent of the Purchaser (which shall not be unreasonably withheld): (ia) made or assumed any commitment, obligation or liability which individually or in the aggregate exceeded $150,000 other than in the Ordinary Course; (ii) ceased ordinary course of business consistent with prior practice, enter into any commitment or transaction, including but not limited to operate its properties and to carry on the Business as heretofore carried on; (iii) suffered any material shortage or any material cessation or interruption purchase of supplies or ordinary services in connection with the Business; (iv) sold, transferred or disposed of, or created or imposed any Lien assets (other than Permitted Lienssupplies or cash equivalents) upon, any of its assets; (v) made any capital expenditure or commitment to do so which individually or in the aggregate exceeded $1,000,000; (vi) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise), other than obligations and liabilities discharged in the Ordinary Course; (vii) incurred any Indebtedness other than to trade creditors in the Ordinary Course or as set forth in Schedule 3.1(aa) of the Disclosure Letter, or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person which individually or in the aggregate exceeded $150,000; (viii) purchased or otherwise acquired any securities in any Person; (ix) modified its Governing Documents; (x) made any change in its accounting principles and practices as utilized in the preparation of the Financial Statements except as required by GAAP; (xi) removed any auditor or had any auditor resign; (xii) suffered any material damage or destruction of its property or suffered any other material extraordinary loss in respect of the Business or the Leased Properties, whether or not covered by insurance; (xiii) terminated the employment or services of any (A) director of the Corporation or (B) Employee receiving annual base Compensation for a purchase price in excess of $100,00025,000; (xivb) entered into any agreement relating to Severance Obligations or relating to any retention, transaction bonus, or change of control of the Corporation with any of its officers, directors or Employees receiving annual base Compensation in excess of $100,000; (xv) made any change in the rate or form of Compensation payable or to become payable to any of its directors, Employees or Contractors which is outside the Ordinary Course; (xvi) increased the benefits to which Employees or former employees of the Corporation are entitled under any Benefit Plan or instituted or, adopted any new Benefit Plan or made any amendments to any existing Benefit Plan (or committed to do so); (xvii) made any bonus or profit sharing distribution or similar payment of any kind to any current or former shareholder, director, Employee or Contractor of the Corporation; (xviii) granted to any customer of the Business any special allowance or discount, or changed its pricing, credit or payment policies, delayed or postponed the payment of trade payables, or changed normal operating balances of Inventory, in each case, other than in the Ordinary Courseordinary course of business consistent with prior practice, enter into or amend any agreements pursuant to which any other party is granted support, service, marketing or publishing rights; (xixc) delayed other than in the ordinary course of business consistent with prior practice, enter into or postponed in a way which would be outside the Ordinary Courseterminate any contracts, the discharge of any obligationarrangements, liability or capital expenditure when such liabilityplans, obligation or capital expenditure becomes due; (xx) settled any litigation or claimagreements, leases, licenses, franchises, permits, indentures, authorizations, instruments, or suffered any judgment, requiring payment by the Corporation of an amount in excess of $50,000 or granting injunctive relief or specific performance; (xxi) received written notice ofcommitments, or to amend or otherwise change in any respect the knowledge of Vendor, oral notice of, or commencement of terms thereof in an investigation or proceeding against the Corporation by a Governmental Entity; (xxii) cancelled or reduced any of its insurance coverage, or received notice thereof or of non-renewal or material increase in premium from the underwriters or any of its brokersadverse manner; or (xxiiid) authorized, agreed modify in any material respect existing discounts or otherwise committed other terms and conditions with third parties in writing a manner adverse to do any of the foregoingCompany.

Conduct of Business in Ordinary Course. Except as disclosed in Schedule 3.1(j) of the Disclosure Letter and except for actions taken in connection with the Pre-Closing Reorganizationprocess of selling the Company (including preparing for and implementing the transactions contemplated by this Agreement) and the acquisition of Five Star and as set forth on Schedule 4.18, since the Balance Sheet Date: December 31, 2017: (Aa) the Corporation has carried on its business WU Companies have conducted their respective businesses and operations in the Ordinary Course ordinary course of business consistent with past practice, and there has not been a Material Adverse Effect with respect to the WU Companies, taken as a whole; and (Bb) without limiting the generality of the foregoing, the Corporation has notno WU Company has: (i) incurred any indebtedness for borrowed money or issued any long-term debt securities or assumed, guaranteed or endorsed such obligations of any other Person, except for borrowings made or assumed any commitment, obligation or liability which individually or for working capital purposes incurred in the aggregate exceeded $150,000 ordinary course of business consistent with past practice under the Credit Facility, obligations under customer contracts or other than liabilities incurred in the Ordinary Courseordinary course of business; (ii) ceased except in the ordinary course of business consistent with past practice, (A) acquired, purchased, sold, assigned, leased, abandoned, transferred or otherwise obtained, or disposed of, any material property or assets; (B) mortgaged, encumbered or otherwise subjected to operate any Lien any property or assets, other than Permitted Liens; (C) expressly cancelled any debts owed to or claims held by the Company or the Subsidiaries; (D) granted any license of any Company Intellectual Property other than licenses granted in the ordinary course of business; or (E) failed to exercise any rights of renewal with respect to any Leased Real Property that by its properties and to carry on the Business as heretofore carried onterms would otherwise expire; (iiiA) suffered except for Contracts made in the ordinary course of business consistent with past practice, entered into any Contract that is a Material Contract or (B) materially modified, amended, terminated or waived any material shortage right or remedy under any material cessation or interruption Material Contract, in each case, except Contracts made in the ordinary course of supplies or ordinary services in connection business consistent with the Businesspast practice; (iv) sold, transferred or disposed of, or created or imposed entered into any Lien (other than Permitted Liens) upon, Contracts with any Affiliates of its assetsthe Company; (v) made except to the extent required by Law or the existing terms of any capital expenditure existing Employee Plan set forth on Schedule 4.11(a), (A) established, entered into, adopted, amended or commitment terminated, or accelerated the time of payment, vesting or funding of compensation or benefits under, any material plan or arrangement relating to do so which individually the compensation, benefits or severance of any current or former employee, officer, director or other service provider (who is a natural Person) of a WU Company (each, a “Covered Individual”) other than in the aggregate exceeded ordinary course business consistent with past practice, (B) established, adopted, entered into, terminated or amended any written or oral agreement, memorandum of understanding or other contractual obligation between any WU Company and any labor organization or other authorized employee representative representing individuals who provide services to any WU Company, (C) increased the compensation payable or to become payable to any Covered Individual earning annual base salary of over $1,000,000150,000, other than in the ordinary course of business consistent with past practice, or (D) hired or terminated (other than for “cause”) any individual with annual base salary in excess of $150,000; (vi) discharged made any secured material change to its accounting (including Tax accounting) methods, principles or unsecured obligation practices, except as may be required by GAAP or liability (whether accrued, absolute, contingent or otherwise), other than obligations and liabilities discharged in the Ordinary Courseapplicable Law; (vii) incurred any Indebtedness other than to trade creditors in the Ordinary Course accordance with past practice or as set forth in Schedule 3.1(aarequired by GAAP, the Code or applicable Law, (i) of the Disclosure Lettermade any material election relating to Taxes, (ii) settled or compromised any material audit, examination or other proceeding by any Taxing Authority, (iii) filed any amended Tax Return or filed any Tax Return, (iv) surrendered or compromised any right to claim a Tax refund, or made (v) consented to or requested any loan extension or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation waiver of any Person which individually or in the aggregate exceeded $150,000statute of limitations period relating to Taxes; (viii) made any amendment or modification to its certificate of incorporation, certificate of formation, bylaws or operating agreement (or equivalent organizational documents); (ix) declared, set aside, made or paid any dividends or distributions (in each case, whether in cash, stock, property or otherwise) in respect of the Equity Securities of any WU Company; (x) issued, sold, granted or otherwise disposed of, or authorized the issuance, sale, grant or other disposition of, any Equity Securities of any WU Company, other than the issuance of shares of Company Stock upon the exercise of Options outstanding as of the date hereof in accordance with their existing terms; (xi) split, combined, redeemed or reclassified, or purchased or otherwise acquired any securities in Equity Securities of any Person; (ix) modified its Governing Documents; (x) WU Company, as applicable, or made any other change in its accounting principles and practices as utilized in with respect to the preparation capital structure of the Financial Statements except as required by GAAP; (xi) removed any auditor or had any auditor resignWU Companies; (xii) suffered any material damage acquired, by merging or destruction consolidating with, by purchasing a substantial equity interest in or substantial portion of its property the assets of, or suffered otherwise, any other material extraordinary loss in respect of the Business or the Leased Properties, whether or not covered by insurancePerson; (xiii) terminated the employment adopted a plan or services agreement of any (A) director complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization of the Corporation or (B) Employee receiving annual base Compensation in excess of $100,000Company and the Subsidiaries; (xiv) entered into settled any agreement relating to Severance Obligations or relating to Action, other than an Action that did not involve (A) the imposition of equitable relief against any retention, transaction bonus, or change of control of the Corporation with any of its officers, directors or Employees receiving annual base Compensation WU Company and (B) future payments in excess of $100,00050,000 with respect to such Action; (xv) made any change capital expenditure commitments in excess of $250,000 in any individual case or in excess of $500,000 in the rate or form of Compensation payable or to become payable to any of its directors, Employees or Contractors which is outside the Ordinary Courseaggregate; (xvi) increased (A) delayed or postponed any payment of any accounts payable or other payables or expenses (other than in the benefits to which Employees ordinary course of business consistent with past practice), (B) accelerated the collection of accounts receivable or former employees cash contributions of any type (other than in the ordinary course of business consistent with past practice) or (C) shipped products ahead of normally maintained schedules or shipping dates or otherwise accelerated sales or sold products in quantities that are outside of the Corporation are entitled under any Benefit Plan or instituted or, adopted any new Benefit Plan or made any amendments ordinary course of business relative to any existing Benefit Plan the sales of such products during the last two (or committed to do so)2) years since the date hereof; (xvii) made failed to renew or replace, on commercially reasonable terms, any bonus Company Policies that were canceled or profit sharing distribution or similar payment of any kind to any current or former shareholder, director, Employee or Contractor of the Corporation;had lapsed; or (xviii) granted to any customer of the Business any special allowance or discount, or changed its pricing, credit or payment policies, delayed or postponed the payment of trade payables, or changed normal operating balances of Inventory, in each case, other than in the Ordinary Course; (xix) delayed or postponed in a way which would be outside the Ordinary Course, the discharge of any obligation, liability or capital expenditure when such liability, obligation or capital expenditure becomes due; (xx) settled any litigation or claim, or suffered any judgment, requiring payment by the Corporation of an amount in excess of $50,000 or granting injunctive relief or specific performance; (xxi) received written notice of, or to the knowledge of Vendor, oral notice of, or commencement of an investigation or proceeding against the Corporation by a Governmental Entity; (xxii) cancelled or reduced any of its insurance coverage, or received notice thereof or of non-renewal or material increase in premium from the underwriters or any of its brokers; or (xxiii) authorized, agreed or otherwise committed in writing to do take any of the foregoingactions described in the foregoing clauses of this Section 4.18(b).

Conduct of Business in Ordinary Course. Except for the transactions contemplated hereby or as disclosed in set forth on Schedule 3.1(j) of the Disclosure Letter and except in connection with the Pre-Closing Reorganization5.13, since December 31, 2005, (i) Seller has conducted the Balance Sheet Date: (A) the Corporation has carried on its business Business in the Ordinary Course of Business, (ii) there has not been any event, change, occurrence or circumstance that has had a Material Adverse Effect, and (Biii) without limiting Seller has not taken any action that if taken after the generality date hereof would cause a breach of its representations and warranties set forth in this Article V. Except as set forth on Schedule 5.13, since December 31, 2005, there has not been, in each case as it relates to the foregoing, the Corporation has notBusiness: (ia) made any damage, destruction or assumed any commitment, obligation or liability which individually or in the aggregate exceeded $150,000 other than in the Ordinary Course; loss (ii) ceased to operate its properties and to carry on the Business as heretofore carried on; (iii) suffered any material shortage or any material cessation or interruption of supplies or ordinary services in connection with the Business; (iv) sold, transferred or disposed of, or created or imposed any Lien (other than Permitted Liens) upon, any of its assets; (v) made any capital expenditure or commitment to do so which individually or in the aggregate exceeded $1,000,000; (vi) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise), other than obligations and liabilities discharged in the Ordinary Course; (vii) incurred any Indebtedness other than to trade creditors in the Ordinary Course or as set forth in Schedule 3.1(aa) of the Disclosure Letter, or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person which individually or in the aggregate exceeded $150,000; (viii) purchased or otherwise acquired any securities in any Person; (ix) modified its Governing Documents; (x) made any change in its accounting principles and practices as utilized in the preparation of the Financial Statements except as required by GAAP; (xi) removed any auditor or had any auditor resign; (xii) suffered any material damage or destruction of its property or suffered any other material extraordinary loss in respect of the Business or the Leased Properties, whether or not covered by insurance) with respect to any Purchased Asset that is material to the Business; (xiiib) terminated except for changes arising from the employment acquisition by Verizon Communications Inc. of MCI, Inc., any change by Seller in its accounting methods, principles or services of practices, or any (A) director of the Corporation changes in depreciation or (B) Employee receiving annual base Compensation in excess of $100,000amortization policies or rates adopted by it; (xivc) entered into any agreement relating termination or failure to Severance Obligations or relating to any retention, transaction bonusrenew, or change of control of the Corporation with any of its officersthreat made in writing (that was not subsequently withdrawn in writing) to terminate or fail to renew, directors any Material Contract, or Employees receiving annual base Compensation in excess of $100,000any amendments or modifications thereto; (xvd) made any change except as may have occurred in the rate Ordinary Course of Business, any sale, abandonment, transfer, lease, license or form any other disposition of Compensation any material properties or assets of Seller; (e) except with respect to equity securities of any Person received by Seller following the reorganization or restructuring of such person, any acquisition of any capital stock or business of any other person (or any reaching of an agreement, arrangement or understanding to do the same); (f) any bonuses awarded or paid to employees of the Company, except to the extent accrued on the Balance Sheet, or any increase in the compensation payable or to become payable by it to any of its the Company’s directors, Employees officers or Contractors which is outside the Ordinary Course; (xvi) increased the benefits to which Employees or former employees of the Corporation are entitled under any Benefit Plan or instituted or, adopted any new Benefit Plan or made any amendments to any existing Benefit Plan (or committed to do so); (xvii) made any bonus or profit sharing distribution or similar payment of any kind to any current or former shareholder, director, Employee or Contractor of the Corporation; (xviii) granted to any customer of the Business any special allowance or discount, or changed its pricing, credit or payment policies, delayed or postponed the payment of trade payables, or changed normal operating balances of Inventory, in each case, other than in the Ordinary Course; (xix) delayed or postponed in a way which would be outside the Ordinary Course, the discharge of any obligation, liability or capital expenditure when such liability, obligation or capital expenditure becomes due; (xx) settled any litigation or claim, or suffered any judgment, requiring payment by the Corporation of an amount in excess of $50,000 or granting injunctive relief or specific performance; (xxi) received written notice of, or to the knowledge of Vendor, oral notice of, or commencement of an investigation or proceeding against the Corporation by a Governmental Entity; (xxii) cancelled or reduced any of its insurance coverage, or received notice thereof or of non-renewal or material increase in premium from the underwriters or any of its brokersemployees; or (xxiiig) authorizedexcept in the Ordinary Course of Business, agreed (i) any incurrence of indebtedness or otherwise committed assumption, guarantee or other responsibility for the debts of any other Person (other than check-clearing endorsements made in writing the Ordinary Course of Business), (ii) any loans, advances or capital contributions to do or investments in any other Person (other than advances against commissions and advances of expenses to sales personnel in the normal course of business), or (iii) any grant of any security interest or creation or modification of any Liens on any of the foregoingPurchased Assets.