Common use of Conduct of Business Pending Closing Clause in Contracts

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between the date of this Agreement and the Closing Date, Company will: (i) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) maintain its properties and facilities, including those held under lease, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (v) use its reasonable best efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with it; (vi) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (vii) maintain present debt instruments and Leases and not enter into new or amended debt instruments or Leases; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between Between the date of this Agreement hereof and the Closing DateEffective Time, the Company will:will (except as requested or agreed by USFloral): (ia) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (iib) maintain its properties and facilities, including those held under leaseleases, in as good working order and condition as at present, ordinary wear and tear excepted; (iiic) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (ivd) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (ve) use its all commercially reasonable best efforts to maintain and preserve its business organization intact, retain its respective present officers and key employees and maintain its respective relationships with suppliers, customers vendors, customers, creditors and others having business relations with it; (vif) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (viig) maintain present debt and lease instruments and Leases and not enter into new or amended debt instruments or Leaseslease instruments; and (viiih) maintain or reduce present salaries and commission levels for all officers, directors, employees employees, agents, representatives and agents independent contractors, except for ordinary and customary bonus bonuses and salary increases for employees (other than employees who are also Stockholders) in accordance with past practicespractice.

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between Between the date of this Agreement and the Closing Funding and Consummation Date, Company the COMPANY will, except as set forth on Schedule 7.2: (i) carry on its business businesses in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting;; and (ii) maintain its properties and facilities, including those held under leaseleases, in as good working order and condition as at present, ordinary wear and tear excepted;; and (iii) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights;; and (iv) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage;; and (v) use its reasonable best efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with it;the COMPANY; and (vi) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities;; and (vii) maintain present debt and lease instruments and Leases and not enter into new or amended debt instruments or Leaseslease instruments, except as permitted in Section 10.6, or as disclosed on Schedule 5.10, or without the prior knowledge and written consent of PARENT; and maintain all debt and lease obligations at levels no greater than the levels in effect on the Balance Sheet Date; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between the date of this Agreement and the Closing Date, Company will: (i) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) maintain its properties and facilities, including those held under lease, in as good of working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (v) use its reasonable best efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with it; (vi) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authoritiesGovernmental Authorities; (vii) maintain present debt instruments and Leases and not enter into new or amended debt instruments or Leases; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between Between the date of this Agreement hereof and the Closing Date, the Company will:will (except as requested or agreed by Buyer): (ia) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (iib) maintain its properties and facilities, including those held under leaseleases, in as good working order and condition as at present, ordinary wear and tear excepted; (iiic) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (ivd) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (ve) use its all commercially reasonable best efforts to maintain and preserve its business organization intact, retain its respective present officers and key employees and maintain its respective relationships with suppliers, customers vendors, customers, creditors and others having business relations with it; (vif) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (viig) maintain present debt and lease instruments and Leases and not enter into new or amended debt instruments or Leaseslease instruments; and (viiih) maintain or reduce present salaries and commission levels for all officers, directors, employees employees, agents, representatives and agents independent contractors, except for ordinary and customary bonus bonuses and salary increases for employees (other than employees who are also Stockholders) in accordance with past practicespractice.

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parentthe Purchaser, between the date of this Agreement and the Closing Date, Company the Seller will: (i) carry on its business respective businesses in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) maintain its respective properties and facilities, including those held under lease, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its respective obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (v) use its reasonable best efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with it; (vi) maintain material compliance with all material permitsPermits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (vii) maintain present debt and lease instruments and Leases and not enter into new or amended debt instruments or Leaseslease instruments; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between Between the date of this Agreement Balance Sheet Date and the Closing Consummation Date, Company the COMPANY will, except as set forth on Schedule 7.2: (i) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) maintain its respective properties and facilities, including those held under leaseleases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its respective obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (v) use its reasonable best efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with itthe COMPANY (including the Subsidiaries); (vi) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of or applicable courts, regulatory agencies and similar governmental authorities; (vii) maintain present material debt and lease instruments and Leases and not enter into new or amended debt or lease instruments, without the knowledge and consent of ETS (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments or Leasesmay be replaced without the consent of ETS if such replacement instruments are on terms at least as favorable to COMPANY as the instruments being replaced; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practicesagents.

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between Between the date of this Agreement and the Closing Funding and Consummation Date, Company will:the COMPANY shall, except (x) as set forth on Schedule 7.2, (y) as requested by TSII or (z) as consented to by TSII (which consent shall not be unreasonably withheld): (i) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) maintain its properties and facilities, including those held under leaseleases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (v) use its reasonable best efforts to maintain and preserve its business organization intact, use its best efforts to retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with itthe COMPANY; (vi) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (vii) maintain present debt and lease instruments and Leases and not enter into new or amended debt or lease instruments, provided that debt and/or lease instruments or Leasesmay be replaced if such replacement instruments are on terms at least as favorable to the COMPANY as the instruments being replaced; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between Between the date of this Agreement and the Closing Date, the Company will, except as set forth on Schedule 7.2: (ia) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (iib) maintain its properties and facilities, including those held under leaseleases, in as good working order and condition as at present, ordinary wear and tear excepted; (iiic) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (ivd) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (ve) use its reasonable best efforts to maintain and preserve its business organization intact, retain its respective present key salaried employees and maintain its respective relationships with suppliers, customers and others having business relations with itthe Company; (vif) maintain material compliance comply with all material permits, laws, rules statutes, ordinances, regulations and regulations, consent ordersrules, and all judgments, orders and decrees of any court or other orders of applicable courtsgovernmental department, regulatory agencies and similar governmental authorities;commission, board, bureau, agency or instrumentality having jurisdiction over it; and (viig) maintain and comply with the terms of its present debt and lease instruments and Leases and not enter into any amendments thereto or any new debt or amended debt instruments or Leases; and lease instruments, without the prior written consent of Buckeye (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practiceswhich consent shall not be unreasonably withheld).

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between Between the date of this Agreement and the Closing Funding and Consummation Date, Company the COMPANIES will, except as set forth on Schedule 7.2: (i) carry on its business their businesses in substantially the same manner as it has they have heretofore and not introduce any material new method of management, operation or accounting;; and (ii) maintain its their properties and facilities, including those held under leaseleases, in as good working order and condition as at present, ordinary wear and tear excepted;; and (iii) perform in all material respects all of its their obligations under agreements relating to or affecting its respective assets, properties or rights;; and (iv) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage;; and (v) use its reasonable best efforts to maintain and preserve its their business organization intact, retain its respective present key employees and maintain its respective their relationships with suppliers, customers and others having business relations with it;any COMPANY; and (vi) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities;; and (vii) maintain present debt and lease instruments and Leases and not enter into new or amended debt instruments or Leaseslease instruments, except as permitted in Section 10.6, or as disclosed on Schedule 5.10, or without the prior knowledge and written consent of PARENT; and maintain all debt and lease obligations at levels no greater than the levels in effect on the Balance Sheet Date; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between From the date hereof until the Effective Time, except as set forth in Schedule 6.03 of this Agreement and the Closing DateDisclosure Statement, the Company will, and will cause each Company Subsidiary to: (ia) carry on its business their businesses in substantially the same manner as it has they have heretofore and not introduce any material new method of management, operation or accounting; (iib) maintain its their properties and facilities, including those held under leaseleases, in as good working order and condition as at present, ordinary wear and tear excepted; (iiic) perform in all material respects all of its their obligations under agreements relating to or affecting its respective their assets, properties or properties, and other rights; (ivd) keep in full force and effect in without interruption all material respects the their present insurance policies or other comparable insurance coverage; (ve) use its reasonable best commercial efforts to (i) maintain and preserve its their business organization organizations intact, (ii) retain its respective their present key employees employees, and (iii) maintain its respective their relationships with suppliers, customers customers, and others having business relations with itthem; (vif) maintain material compliance comply with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities;Governmental Requirements; and (viig) except as required or expressly permitted by this Acquisition Agreement, maintain present debt the instruments and Leases agreements governing their outstanding Indebtedness and Material Agreements on their present terms and not enter into new or amended debt Indebtedness or instruments or Leases; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for agreements other than in the ordinary and customary bonus and salary increases for employees in accordance course of business consistent with past practices, without the prior written consent of IDG (which consent will not be unreasonably withheld).

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between Between the date of this Agreement hereof and the Closing Date, the Company will:will (except as requested or agreed by Buyer): (ia) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (iib) maintain its properties and facilities, including those held under leaseleases, in as good working order and condition as at present, ordinary wear and tear excepted; (iiic) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (ivd) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (ve) use its all commercially reasonable best efforts to maintain and preserve its business organization intact, retain its respective present officers and key employees and maintain its respective relationships with suppliers, customers vendors, customers, creditors and others having business relations with it; (vif) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (viig) maintain present debt and lease instruments and Leases and not enter into new or amended debt instruments or Leaseslease instruments; and (viiih) maintain or reduce present salaries and commission levels for all officers, directors, employees employees, agents, representatives and agents independent contractors, except for ordinary and customary bonus bonuses and salary increases for employees (other than Tarr) in accordance with past practices▇▇▇ctice.

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between Between the date of this Agreement hereof and the Closing Date, the Company will:will (except as requested or agreed by Purchaser): (ia) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (iib) maintain its properties and facilities, including those held under leaseleases, in as good working order and condition as at present, ordinary wear and tear excepted; (iiic) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (ivd) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (ve) use its all commercially reasonable best efforts to maintain and preserve its business organization intact, retain its respective present officers and key employees and maintain its respective relationships with suppliers, customers vendors, customers, creditors and others having business relations with it; (vif) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (viig) maintain present debt instruments and Leases and not enter into new or amended debt instruments or Leases; anddisposing of any of its assets, except in the ordinary course of business (viiih) maintain not materially increase the annual level of compensation for any employees. (i) not increase, terminate, amend or reduce present salaries and commission levels otherwise modify any plan for all officers, directors, employees and agents except for the benefit of employees. (j) not borrow any funds under existing credit lines other than in the ordinary and customary bonus and salary increases for employees in accordance with past practicescourse of business.

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between Between the date of this Agreement hereof and the Closing DateEffective Time, Company will:the Partnership will (except as requested or agreed by USFloral): (ia) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (iib) maintain its properties and facilities, including those held under leaseleases, in as good working order and condition as at present, ordinary wear and tear excepted; (iiic) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (ivd) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (ve) use its all commercially reasonable best efforts to maintain and preserve its business organization intact, retain its respective present officers and key employees and maintain its respective relationships with suppliers, customers vendors, customers, creditors and others having business relations with it; (vif) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (viig) maintain present debt and lease instruments and Leases and not enter into new or amended debt instruments or Leaseslease instruments; and (viiih) maintain or reduce present salaries and commission levels for all officers, directors, employees employees, agents, representatives and agents independent contractors, except for ordinary and customary bonus bonuses and salary increases for employees (other than employees who are also Stockholders) in accordance with past practicespractice.

Conduct of Business Pending Closing. Unless otherwise approved Except as requested or agreed to in writing by ParentPurchaser (which consent shall not be unreasonably withheld), between the date of this Agreement hereof 13 and the Closing Date, Company Seller will, and the Stockholders in their capacity as directors will cause Seller to: (ia) except as provided in Schedule 6.2(a) of the Disclosure Schedule, carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (iib) maintain its properties and facilities, including including, but not limited to, those held under leaseleases, in as good working order and condition as at present, ordinary wear and tear excepted; (iiic) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (ivd) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (ve) use its all commercially reasonable best efforts to maintain and preserve its business organization intact, retain its respective present officers and key employees and maintain its respective relationships with suppliers, customers vendors, customers, creditors and others having business relations with it; (vif) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (viig) except as provided in Schedule 6.2(g) of the Disclosure Schedule, maintain present debt and lease instruments and Leases under which Seller is obligated and not enter into new or amended debt instruments or Leaseslease instruments; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between Between the date of this Agreement hereof and the Closing Date, the Company will:will (except as requested or agreed by USFloral): (ia) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (iib) maintain its properties and facilities, including those held under leaseleases, in as good working order and condition as at present, ordinary wear and tear excepted; (iiic) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (ivd) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (ve) use its all commercially reasonable best efforts to maintain and preserve its business organization intact, retain its respective present officers and key employees and maintain its respective relationships with suppliers, customers vendors, customers, creditors and others having business relations with it; (vif) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (viig) maintain present debt and lease instruments and Leases and not enter into new or amended debt instruments or Leaseslease instruments; and (viiih) maintain or reduce present salaries and commission levels for all officers, directors, employees employees, agents, representatives and agents independent contractors, except for ordinary and customary bonus bonuses and salary increases for employees (other than employees who are also Stockholders) in accordance with past practicespractice.

Conduct of Business Pending Closing. Unless otherwise approved in writing by ParentParent or except as otherwise provided in Section 7.4, between the date of this Agreement and the Closing Date, Company will: (i) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) maintain its properties and facilities, including those held under lease, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (v) use its reasonable best efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with it; (vi) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (vii) maintain present debt instruments and Leases and not enter into new or amended debt instruments or Leases; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between Between the date of this Agreement and the Closing Funding and Consummation Date, the Company will:shall, except (x) as set forth on Schedule 6.2, (y) as requested by QSI or (z) as consented to by QSI (which consent shall not be unreasonably withheld): (i) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) maintain its properties and facilities, including those held under leaseleases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (v) use its reasonable best efforts to maintain and preserve its business organization intact, use its best efforts to retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with itthe Company; (vi) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (vii) maintain present debt and lease instruments and Leases and not enter into new or amended debt or lease instruments, provided that debt and/or lease instruments or Leasesmay be replaced if such replacement instruments are on terms at least as favorable to the Company as the instruments being replaced; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between the date of this Agreement and the Closing Date, Company Old ACG will: (i) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) maintain its properties and facilities, including those held under lease, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (v) use its reasonable best efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with it; (vi) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (vii) maintain present debt instruments and Leases and not enter into new or amended debt instruments or Leases; and (viiivii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between the date of this Agreement and the Closing Date, Company will: (i) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) maintain its properties and facilities, including those held under lease, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (v) use its reasonable best efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with it; (vi) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (vii) maintain present debt instruments and Leases and not enter into new or amended debt instruments or Leases; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices; provided, however, that Company may distribute its 1995 Yukon and 1999 GMC pickup to ▇▇▇▇▇ ▇▇▇▇▇▇ and its 1995 Chevrolet pickup to ▇▇▇▇▇ ▇▇▇▇▇▇▇.

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between Between the date of this Agreement hereof and the Closing Date, Company will:each of the Companies will (except as requested or agreed by USFloral): (ia) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (iib) maintain its properties and facilities, including those held under leaseleases, in as good working order and condition as at present, ordinary wear and tear excepted; (iiic) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (ivd) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (ve) use its all commercially reasonable best efforts to maintain and preserve its business organization intact, retain its respective present officers and key employees and maintain its respective relationships with suppliers, customers vendors, customers, creditors and others having business relations with it; (vif) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (viig) maintain present debt and lease instruments and Leases and not enter into new or amended debt instruments or Leaseslease instruments; and (viiih) maintain or reduce present salaries and commission levels for all officers, directors, employees employees, agents, representatives and agents independent contractors, except for ordinary and customary bonus bonuses and salary increases for employees (other than employees who are also Stockholders) in accordance with past practicespractice.

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between the date of this Agreement and the Closing Date, Company will: (i) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) maintain its properties and facilities, including those held under lease, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (v) use its reasonable best efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with it; (vi) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (vii) maintain present debt instruments and Leases and not enter into new or amended debt instruments or Leases; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices; excluding the distribution of (i) a 1999 Z71 truck and a 1999 Denali (and all related lease or note obligations), (ii) notes payable to the Stockholders in the aggregate principal amount of $26,977, and (iii) certificates of deposit and all cash held in certain savings accounts not to exceed $72,500.

Conduct of Business Pending Closing. Unless otherwise approved in writing by ParentPurchaser, between the date of this Agreement and the Closing Date, the Stockholders will cause the Company willto: (i) carry on its business respective businesses in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) maintain its respective properties and facilities, including those held under lease, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its respective obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (v) use its reasonable best efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with it; (vi) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (vii) maintain present debt and lease instruments and Leases and not enter into new or amended debt instruments or Leaseslease instruments; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between the date of this Agreement and the Closing Date, the Stockholders will cause the Company willto: (i) carry on its business respective businesses in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) maintain its respective properties and facilities, including those held under lease, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its respective obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (v) use its reasonable best efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with it; (vi) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (vii) maintain present debt and lease instruments and Leases and not enter into new or amended debt instruments or Leaseslease instruments; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between Between the date of this Agreement Effective Date and the Closing Funding Date, the Company will:and 517244 will (except as requested or agreed by Purchaser or except as contemplated by the terms hereof): (ia) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (iib) maintain its properties and facilities, including those held under leasethe Leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iiic) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (ivd) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (ve) use its all commercially reasonable best efforts to maintain and preserve its business organization intact, retain its respective present officers and key employees and maintain its respective relationships with suppliers, customers vendors, customers, creditors and others having business relations with it; (vif) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (viig) maintain present debt and lease instruments and Leases and not enter into new or amended debt instruments or Leaseslease instruments; and (viiih) maintain or reduce present salaries and commission levels for all officers, directors, employees employees, agents, representatives and agents independent contractors, except for ordinary and customary bonus bonuses and salary increases for employees in accordance with past practicespractice or as contemplated herein.

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between Between the date of this Agreement hereof and the Closing Date, the Company will, and will cause each Subsidiary to: (ia) carry on its respective business in substantially the same manner as it has heretofore been operated and not introduce any material new method of management, operation or accounting; (iib) maintain its respective properties and facilities, including those held under leaseleases, in as good working order and condition as at present, ordinary wear and tear excepted; (iiic) perform in all material respects all of its respective obligations under agreements relating to or affecting its respective assets, properties or rights; (ivd) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (ve) use its all commercially reasonable best efforts to maintain and preserve its business organization intact, retain its respective present officers and key employees and maintain its respective relationships with suppliers, customers and others having business relations with it; (vif) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (viig) maintain in full force and effect present debt and lease instruments and Leases and not enter into new or amended debt instruments or Leaseslease instruments; and (viiih) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents agents, except for ordinary and customary bonus bonuses and salary increases for employees in accordance consistent with past practicespractice.

Conduct of Business Pending Closing. Unless Except as set forth in Section 6.2 of the Partner Company Disclosure Schedule or as expressly permitted by this Agreement, unless otherwise approved in writing by ParentFounder, between the date of this Agreement and the Closing Date, Partner Company willand Partner Company Stockholder will cause each Subject Partner Company to: (ia) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (iib) use their commercially reasonable efforts to maintain its properties and facilities, including those held under lease, in as good working order and condition as at present, ordinary wear and tear excepted; (iiic) perform in all material respects all of its obligations under agreements relating to or affecting its respective business, assets, properties or rights, including Proprietary Assets; (ivd) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (ve) use its commercially reasonable best efforts to maintain and preserve its business organization intact, retain its respective present key employees Key Employees and maintain its respective relationships with suppliers, customers and others having business relations with it; (vif) maintain material compliance with all material permitsPermits, laws, rules and regulations, consent orders, and regulations of Government Authorities in all other orders of applicable courts, regulatory agencies and similar governmental authorities; (vii) maintain present debt instruments and Leases and not enter into new or amended debt instruments or Leasesmaterial respects; and (viiig) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between Between the date of this Agreement hereof and the Closing DateEffective Time, each Company will:will (except as requested or agreed by AppNet): (ia) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (iib) maintain its properties and facilities, including those held under leaseleases, in as good working order and condition as at present, ordinary wear and tear excepted; (iiic) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (ivd) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (ve) use its all commercially reasonable best efforts to maintain and preserve its business organization intact, retain its respective present officers and key employees and maintain its respective relationships with any and all suppliers, customers vendors, customers, creditors, parents and subsidiaries and others having business relations with it; (vif) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (viig) maintain present debt and lease instruments and Leases and not enter into new or amended debt instruments or Leaseslease instruments; and (viiih) maintain or reduce present salaries salaries, commissions and commission compensation levels for all officers, directors, employees employees, agents, representatives and agents independent contractors, except for ordinary and customary bonus bonuses and salary increases for employees (other than employees who are also Stockholders) in accordance with past practicespractice.

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between Between the date of this Agreement hereof and the Closing DateEffective Time, the Company will:will (except as requested or agreed by Aztec): (ia) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accountingaccounting (unless required by law or regulation); (iib) maintain its properties and facilities, including those held under leaseleases, in as good working order and condition as at present, ordinary wear and tear excepted; (iiic) perform in all material respects all of its obligations under agreements relating to or affecting its respective material assets, properties or rights; (ivd) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (ve) use its all commercially reasonable best efforts to maintain and preserve its business organization intact, retain its respective present officers and key employees and maintain its respective relationships with suppliers, customers vendors, customers, creditors and others having business relations with it; (vif) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (viig) maintain present debt and lease instruments and Leases and not enter into new or amended debt instruments or Leaseslease instruments; and (viiih) maintain or reduce present salaries and commission levels for all officers, directors, employees employees, agents, representatives and agents independent contractors, except for ordinary and customary bonus bonuses and salary increases for employees (other than employees who are also Stockholders) in accordance with past practicespractice.

Conduct of Business Pending Closing. Unless otherwise approved in writing by ParentExcept as set forth on Schedule 5.8, between the date of this Agreement Net Worth Calculation Date and the Closing DateEffective Time, the Company will:will (except as requested or agreed by Buyer): (ia) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (iib) maintain its properties and facilities, including those held under leaseleases, in as good working order and condition as at present, ordinary wear and tear excepted; (iiic) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (ivd) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (ve) use its all commercially reasonable best efforts to maintain and preserve its business organization intact, retain its respective present officers and key employees and maintain its respective relationships with suppliers, customers vendors, customers, creditors and others having business relations with it; (vif) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (viig) maintain present debt and lease instruments and Leases and not enter into new or amended debt instruments or Leaseslease instruments; and (viiih) maintain or reduce present salaries and commission levels for all officers, directors, employees employees, agents, representatives and agents independent contractors, except for ordinary and customary bonus bonuses and salary increases for employees (other than employees who are also Stockholders) in accordance with past practicespractice.

Conduct of Business Pending Closing. Unless otherwise approved in writing by ParentBetween May 31, between the date of this Agreement 2000 and the Closing Date, Company will:the Seller and the Members will (except as requested or agreed by the Purchaser): (ia) carry on its business Business in substantially the same manner as it has heretofore and been conducted; (b) not introduce any material new method of management, operation or accountingaccounting except any change in Tax accounting required by law; (iic) maintain its properties and facilitiesfacilities related to or affecting the Business, including the Purchased Assets and those held under leaseLeases, in as good working order and condition as at present, ordinary wear and tear excepted; (iiid) perform in all material respects all of its obligations under agreements relating to or affecting its respective assetsthe Purchased Assets, properties or rightsthe Assumed Liabilities and the Business; (ive) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (vf) use its all commercially reasonable best efforts to maintain and preserve its business organization intact, retain its respective present officers and key employees and maintain its respective relationships with suppliersCustomers, customers creditors and others having business relations with itit related to or affecting the Purchased Assets and the Business; (vig) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies courts and similar governmental authoritiesGovernmental Entities; (viih) maintain present debt and lease instruments and Leases and not enter into new or amended debt instruments or Leases; and (viiii) maintain or reduce present salaries salaries, bonus and commission levels as set forth on Schedule 4.01(u)(iii) for all officers, directorsemployees, employees members, agents, representatives and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practicesindependent contractors.

Conduct of Business Pending Closing. Unless otherwise approved in writing Except as set forth on Schedule 7.7 or as permitted by ParentSection 7.9A, between the date of this Agreement hereof and the Closing DateEffective Time, the Company will:will and will cause each Subsidiary to (except as requested or agreed by CCC): (ia) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (iib) maintain its properties properties, facilities and facilities, including those held under lease, equipment and other assets in as good working order and condition as at present, ordinary wear and tear excepted; (iiic) perform in all material respects the ordinary course of business all of its obligations under debt and lease instruments and other agreements relating to or affecting its respective assets, properties properties, equipment or rights; (ivd) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments other than in the ordinary course of business without the consent of CCC; (e) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (vf) use its reasonable best efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships and present agreements with suppliers, customers and others having business relations with itthe Company and its Subsidiaries; (vig) maintain compliance in all material compliance respects with all material permits, lawsrules, rules laws and regulations, consent orders, orders and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (vii) maintain present debt instruments and Leases and not enter into new or amended debt instruments or Leasesthe like; and (viiih) maintain or reduce present salaries and commission levels for all officers, directors, employees employees, agents, representatives and agents independent contractors, except for in the ordinary and customary bonus and salary increases for employees in accordance course of business consistent with past practicespractice or as required by contract or law.

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between Between the date of this Agreement hereof and the ----------------------------------- Closing Date, Seller shall cause the Company willand each Subsidiary to: (ia) carry on its respective business in substantially the same manner as it has heretofore been operated and not introduce any material new method of management, operation or accounting; (iib) maintain its respective properties and facilities, including those held under leaseleases, in as good working order and condition as at present, ordinary wear and tear excepted; (iiic) perform in all material respects all of its respective obligations under agreements relating to or affecting its respective assets, properties or rights; (ivd) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (ve) use its all commercially reasonable best efforts to maintain and preserve its business organization intact, retain its respective present officers and key employees and maintain its respective relationships with suppliers, customers and others having business relations with it; (vif) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (viig) maintain in full force and effect present debt and lease instruments and Leases and not enter into new or amended debt instruments or Leaseslease instruments; and (viiih) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents agents, except for ordinary and customary bonus bonuses and salary increases for employees in accordance consistent with past practicespractice.

Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between the date of this Agreement and the Closing Date, Company Old TMG will: (i) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) maintain its properties and facilities, including those held under lease, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage; (v) use its reasonable best efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with it; (vi) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities; (vii) maintain present debt instruments and Leases and not enter into new or amended debt instruments or Leases; and (viiivii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.