Common use of Conduct of the Business Pending Closing Clause in Contracts

Conduct of the Business Pending Closing. Between the date hereof and the Closing hereunder IDT will, and Shareholders will cause IDT to: (a) Not take or suffer or permit any action which would render untrue any of the representations or warranties of Shareholders and IDT herein contained, and not omit to take any action, the omission of which would render untrue any such representation or warranty; (b) Conduct the Business in a good and diligent manner in the ordinary and usual course; (c) Not enter into any contract, agreement, commitment or arrangement relating to the Business with any party that would obligate IDT in an amount greater than, in the aggregate, Fifty Thousand Dollars ($50,000), other than contracts for the sale of merchandise and contracts for the purchase of materials and supplies in the ordinary and usual course of business, and not amend, modify or terminate any Contracts without the prior written consent of Axiom; (d) Use its best efforts to preserve IDT's organization intact as it relates to the Business, except as may be required to comply with the terms hereof, to keep available the services of its employees and sales representatives, and to preserve its relationships with customers, suppliers and others with whom it deals; (e) Not reveal, orally or in writing, to any party, other than Axiom and Axiom's authorized agents, any of the business procedures and practices followed by IDT in the conduct of the Business, or any technology used in the processing, evaluation or manufacture of any of the products of the Business; (f) Maintain in full force and effect all of the insurance policies listed on Schedule 5.8 and make no change in any insurance coverage without the prior written consent of Axiom; (g) Keep the premises occupied by IDT and all of IDT's equipment and other tangible personal property in good order and repair and perform all necessary repairs and maintenance in accordance with past practices, normal wear and tear excepted; (h) Continue to maintain all of IDT's usual business books and records in accordance with its past practices and not change its method of accounting; (i) Not issue any capital stock or any option, warrant or right relating thereto (except for the options to purchase shares of the IDT Common Stock, as referenced in Section 3.1); (j) Not waive any right or cancel any claim relating to the Business other than in the ordinary course of business; (k) Maintain IDT's corporate existence and not merge or consolidate with any other entity; and (l) Except as may be required to comply with the terms hereof, comply with all provisions of all Contracts and all applicable laws, rules and regulations.

Conduct of the Business Pending Closing. Between Except with the prior written consent of Parent or as contemplated by this Agreement, during the period from (and including) the date hereof of this Agreement and continuing until the Closing hereunder IDT willearlier of the termination of this Agreement in accordance with its terms or the Effective Time, the Company shall, and Shareholders will shall cause IDT its Subsidiaries, to: (a) Not take or suffer or permit any action which would render untrue any conduct the respective businesses of the representations or warranties Company and its Subsidiaries only in the Ordinary Course of Shareholders and IDT herein contained, and not omit to take any action, the omission of which would render untrue any such representation or warrantyBusiness; (b) Conduct use commercially reasonable efforts to (i) preserve its present business operations and organization (including management and the Business in a good sales force) intact, (ii) retain the services of its present employees and diligent manner in (iii) preserve the ordinary goodwill of its present relationship with Persons having material business dealings with the Company and usual courseits Subsidiaries (including customers and suppliers); (c) Not enter into any contract, agreement, commitment or arrangement relating to the Business with any party that would obligate IDT in an amount greater than, in the aggregate, Fifty Thousand Dollars ($50,000), other than contracts for the sale of merchandise and contracts for the purchase of materials and supplies in the ordinary and usual course of business, and not amend, modify or terminate any Contracts without the prior written consent of Axiom; (d) Use its best use commercially reasonable efforts to preserve IDT's organization intact as it relates to the Business, except as may be required to comply with the terms hereof, to keep available the services of its employees and sales representatives, and to preserve its relationships with customers, suppliers and others with whom it deals; maintain (ei) Not reveal, orally or in writing, to any party, other than Axiom and Axiom's authorized agents, any of the business procedures and practices followed by IDT in the conduct of the Business, or any technology used in the processing, evaluation or manufacture of any of the products of the Business; (f) Maintain in full force and effect all of the assets and properties of the Company and its Subsidiaries in their current condition, ordinary wear and tear, casualty and condemnation excepted and (ii) insurance policies listed on Schedule 5.8 and make no change in any insurance coverage without the prior written consent of Axiom; (g) Keep the premises occupied by IDT and upon all of IDT's equipment the properties and other tangible personal property assets of the Company and its Subsidiaries in good order such amounts and repair and perform all necessary repairs and maintenance of such kinds comparable to that in accordance with past practices, normal wear and tear excepted; (h) Continue to maintain all effect on the date of IDT's usual business books and records in accordance with its past practices and not change its method of accountingthis Agreement; (i) Not issue any capital stock or any optionmaintain the books, warrant or right relating thereto (except for the options to purchase shares accounts and records of the IDT Common Stock, as referenced in Section 3.1); (j) Not waive any right or cancel any claim relating to the Business other than Company and its Subsidiaries in the ordinary course Ordinary Course of business; Business, (kii) Maintain IDT's corporate existence use commercially reasonable efforts to continue to collect accounts receivable utilizing normal procedures consistent with past practice, and not merge or consolidate (iii) continue to pay accounts payable consistent with any other entitypast practice; and (le) Except as may be required to comply with the terms hereof, comply in all material respects with all provisions of applicable Laws and all Material Contracts and all other obligations applicable laws, rules to the operation of the Company and regulationsits Subsidiaries.

Conduct of the Business Pending Closing. Between From the date hereof and until the Closing hereunder IDT willClosing, and Shareholders will cause IDT toeach Seller shall: (a) Not take or suffer or permit any action which would render untrue any of the representations or warranties of Shareholders and IDT herein contained, and not omit to take any action, the omission of which would render untrue any such representation or warranty; (b) Conduct the conduct its Business in a good the usual, regular and diligent manner in the ordinary and usual course; (c) Not enter into any contract, agreement, commitment or arrangement relating to the Business course consistent with any party that would obligate IDT in an amount greater than, in the aggregate, Fifty Thousand Dollars ($50,000), other than contracts for the sale of merchandise and contracts for the purchase of materials and supplies in the ordinary and usual course of business, and not amend, modify or terminate any Contracts without the prior written consent of Axiom; (d) Use such Seller’s past practices; use its best commercially reasonable efforts to preserve IDT's intact the present organization intact as it relates of such Seller; and use its commercially reasonable efforts (with no obligation to the Business, except as may be required to comply with the terms hereof, increase such persons’ compensation or benefits) to keep available the services of its employees the present officers and sales representatives, Employees of such Seller and to preserve its relationships such Seller’s goodwill, consistent with customers, suppliers and others with whom it dealspast practices; (eb) Not reveal, orally or maintain the Acquired Assets in writing, to any party, other than Axiom their present operating condition (ordinary wear and Axiom's authorized agents, any of the business procedures and practices followed by IDT in the conduct of the Business, or any technology used in the processing, evaluation or manufacture of any of the products of the Businesstear excepted); (fc) Maintain observe and remain in compliance in all material respects with all statutes, laws, rules, regulations, orders, decrees and ordinances applicable to Seller or the operation of the Business (unless stayed pending appeal of such law or decision), subject to changes in laws or interpretations of such laws (including but not limited to statutes, ordinances, regulations, administrative proceedings, orders or any similar actions), judicial, administrative or arbitration judgments, rulings, orders and the like that occur after the date of this Agreement; (d) maintain and keep in full force and effect all of the insurance currently maintained by Seller, unless replaced by substantially similar policies listed on Schedule 5.8 and make no change that do not reduce the amount of coverage compared to those policies currently in any insurance coverage without the prior written consent of Axiomeffect; (ge) Keep not sell, mortgage, pledge, lease, or otherwise transfer, or dispose of or distribute any of its assets used in connection with the premises occupied by IDT and all of IDT's equipment and other tangible personal property in good order and repair and perform all necessary repairs and maintenance in accordance Business or enter into any agreement with past practices, normal wear and tear excepted; (h) Continue to maintain all of IDT's usual business books and records in accordance with its past practices and not change its method of accounting; (i) Not issue any capital stock or any option, warrant or right relating thereto (except for the options to purchase shares of the IDT Common Stock, as referenced in Section 3.1); (j) Not waive any right or cancel any claim relating respect to the Business foregoing, other than in the ordinary course of businessBusiness consistent with such Seller’s past practices; (f) pay all liabilities and obligations as and when due, including all Taxes, other than such liabilities or obligations Seller is contesting in good faith by appropriate proceedings and has set aside on its books adequate reserves with respect thereto; (g) not alter, modify or accelerate its existing collection levels of accounts receivables, or, other than in its ordinary course of its Business and consistent with past practice, write-off as uncollectible any accounts or receivables, other than as a result of changes in laws or interpretations of such laws after the date of this Agreement (including but not limited to statutes, ordinances, regulations, administrative proceedings, orders or any similar actions), judicial, administrative or arbitration judgments, rulings, orders and the like that occur after the date of this Agreement; (h) except with respect to Excluded Employees, not declare or increase the benefits or compensation payable or to become payable to any of Seller’s Employees or any bonus, profit sharing or other extraordinary compensation to any Employee of Seller, or enter into any agreement with respect to the foregoing for any such Employee, except in the ordinary course of business and consistent with past practices; (i) not make or enter into any agreement to make any capital expenditure on behalf of Sellers in excess of $50,000 individually or $200,000 in the aggregate, other than pursuant to existing contracts and other than with respect to that certain dispute with the Business Software Alliance; (j) not amend or terminate any contract or agreement required to be listed on Schedule 3.12(a) and, except in the ordinary course of Business on a basis consistent with such Seller’s past practices, not enter into any material contract or agreement with any other individual, entity or governmental authority, including, without limitation, any employment agreement not terminable at will by Sellers; (k) Maintain IDT's corporate existence maintain its books, records and accounts, and maintain a system of accounting, as may be required or as may be necessary to permit the preparation of audited financial statements in accordance with GAAP and in compliance with the regulations of any governmental or regulatory authority having jurisdiction over it or any of its properties, other than as a result of changes in laws or interpretations of such laws after the date of this Agreement (including but not merge limited to statutes, ordinances, regulations, administrative proceedings, orders or consolidate with any other entity; andsimilar actions), judicial, arbitration, or administrative judgments, rulings, orders and the like that occur after the date of this Agreement; (l) Except continue reasonably to protect all confidential information and trade secrets of, each Seller, in accordance with such Seller’s past practices; (m) not incur any indebtedness or any liabilities other than in the ordinary course of Business consistent with such Seller’s past practices; (n) not make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Seller, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to Seller, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, except as consistent with past practice, that would result in a Lien on the Acquired Assets; (o) be allowed to make cash distributions to its members and owners; (p) notwithstanding anything to the contrary herein, the Sellers may be required materially modify the way it does business in Georgia, including, but not limited to, modifying or canceling any Assumed Contracts relating to comply with the terms hereof, comply with all provisions of all Contracts and all applicable laws, rules and regulationsits business in Georgia.

Conduct of the Business Pending Closing. Between From the date hereof of this Agreement until the earlier of (x) the Effective Date and (y) the Closing hereunder IDT willtermination of this Agreement, except as (i) otherwise contemplated hereby or provided herein or by or in the Investment Agreement, (ii) set forth in Schedule 4.1 of the Disclosure Letter, (iii) required by applicable Law or Governmental Entity or (iv) consented to in writing by the Parent (such consent not to be unreasonably withheld or delayed), the Company shall, and Shareholders will shall cause IDT each of its subsidiaries to: (ai) Not take or suffer or permit any action which would render untrue any of the representations or warranties of Shareholders and IDT herein contained, and not omit to take any action, the omission of which would render untrue any such representation or warranty; (b) Conduct the Business in a good and diligent manner carry on its business in the ordinary and usual course; course consistent with past practice, (cii) Not enter into any contract, agreement, commitment or arrangement relating to the Business with any party that would obligate IDT in an amount greater than, in the aggregate, Fifty Thousand Dollars ($50,000), other than contracts for the sale of merchandise and contracts for the purchase of materials and supplies in the ordinary and usual course of business, and not amend, modify or terminate any Contracts without the prior written consent of Axiom; (d) Use its best use commercially reasonable efforts to preserve IDT's organization intact as it relates to the Businessits present business organizations, except as may be required to comply with the terms hereofoperations and assets, (iii) use commercially reasonable efforts to keep available the services of its employees and sales representativesmaterial customers, suppliers, distributors, licensors, and licensees, in each case in the ordinary course of business consistent with past practice, and (iv) communicate reasonably promptly to preserve the Parent any concerns conveyed to the executive officers of the Company by key employees with respect to their continued employment at the Company or its relationships with customers, suppliers and others with whom it dealssubsidiaries; (eb) Not revealobtain, orally or in writing, to any party, other than Axiom renew and Axiom's authorized agents, any of the business procedures and practices followed by IDT in the conduct of the Business, or any technology used in the processing, evaluation or manufacture of any of the products of the Business; (f) Maintain otherwise keep in full force and effect all Company Licenses, authorizations, licenses, certificates, permits, Slots, and Gate Interests from the appropriate federal, state and local Governmental Entities, including, without limitation, the FAA, DOT and all Governmental Entities, necessary to authorize the Company and each of its subsidiaries to lawfully engage in air transportation and to carry on commercial passenger service as currently conducted and as may from time to time be necessary to enable it lawfully to own, lease or operate aircraft and to perform the obligations herein undertaken by it, and observe and comply with the terms and conditions of any such authorizations, licenses, certificates and permits; (c) keep all owned and leased aircraft in such condition as may be necessary to enable the FAA Certificate of Airworthiness of such aircraft to be maintained in good standing; (d) conduct their business in such a manner that, on the Closing Date, the representations and warranties of the insurance policies listed Company contained in this Agreement (as modified by the Disclosure Letter) which are qualified as to materiality shall be true, correct and complete and the representations and warranties (as modified by the Disclosure Letter) not so qualified shall be true, correct and complete in all material respects as if such representations and warranties were made on Schedule 5.8 and make no change as of such date, provided that representations and warranties (as modified by the Disclosure Letter) made as of a specific date shall be required to be so true and correct (subject to such qualifications) as of such date only; (e) maintain its books of account and records consistent with its past practice in any insurance coverage without the prior written consent all material respects; (f) not amend its Articles of AxiomIncorporation or By-Laws; (g) Keep the premises occupied by IDT and all not declare or pay any dividends on or make other distributions in respect of IDT's equipment and other tangible personal property in good order and repair and perform all necessary repairs and maintenance in accordance with past practices, normal wear and tear exceptedany of their capital stock; (h) Continue to maintain all not split, combine or reclassify any of IDT's usual business books and records its capital stock or issue or authorize or propose the issuance of any other securities in accordance with respect of, in lieu of, or in substitution for, shares of its past practices and not change its method of accountingcapital stock; (i) Not issue not redeem, repurchase or otherwise acquire any shares of its capital stock or any option, warrant or right relating thereto (except for the options to purchase shares other than intercompany acquisitions of the IDT Common Stock, as referenced in Section 3.1)capital stock; (j) Not waive not merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire the business of, any right person; (k) not sell, transfer, lease or cancel otherwise dispose of any claim relating to the Business assets other than in the ordinary course of businessbusiness and consistent with past practice; (kl) Maintain IDT's corporate existence not enter into any employment or severance agreements with any director, officer or employee; (m) not issue any capital stock or issue or become a party to any subscriptions, warrants, rights, options, convertible securities or other agreements or commitments of any character relating to its issued or unissued capital stock, or its other equity securities, if any, or grant any stock appreciation or similar rights; (n) not make any material change in any method of accounting or accounting practice or policy other than those required by GAAP; (o) not make any election with respect to Taxes, change any currently or previously effective election relating to Taxes, adopt or change any accounting method relating to Taxes, enter into any closing agreement relating to Taxes, settle or consent to any claim or assessment relating to Taxes, waive the statute of limitations for any such claim or assessment, or file any amended Tax Return or claim for refund for Taxes; (p) not adopt or enter into any new employee benefit plan or amend any existing benefit plan and not merge increase the compensation or consolidate with benefits payable to any other entityofficers, directors or employees of the Company or its subsidiaries (except for increases required under employment agreements or collective bargaining agreements or any benefit plans existing on the date hereof); and (lq) Except as may be required not agree or commit to comply with do any of the terms hereof, comply with all provisions foregoing referred to in clauses (f) through (p) of all Contracts and all applicable laws, rules and regulationsthis Section 4.1.

Conduct of the Business Pending Closing. Between From the date hereof Execution Date until the Closing Date, except as set forth on Section 5.2 of the Disclosure Schedule and as otherwise expressly provided in this Agreement and subject to the obligations of Seller to comply with applicable Law or any Order of the Bankruptcy Court, and the Closing hereunder IDT willprovisions of the Bankruptcy Code, and Shareholders will cause IDT to: Seller shall: (a) Not take or suffer or permit any action which would render untrue any operate in the Ordinary Course of Business and carry on the representations or warranties of Shareholders and IDT herein contained, and not omit Business in substantially the same manner as it has prior to take any action, the omission of which would render untrue any such representation or warranty; Execution Date; (b) Conduct maintain the Business Acquired Assets in a good substantially the same condition as the Acquired Assets were maintained as of the Execution Date, ordinary wear and diligent manner in the ordinary and usual course; tear excepted; (c) Not enter into not dispose of or sell any contract, agreement, commitment or arrangement relating to the Business with any party that would obligate IDT in an amount greater than, in the aggregate, Fifty Thousand Dollars ($50,000)Acquired Asset, other than contracts for the sale of merchandise and contracts for Inventory or the purchase collection of materials and supplies Accounts Receivable, each in the ordinary and usual course Ordinary Course of business, and not amend, modify or terminate any Contracts without the prior written consent of Axiom; Business; (d) Use its best efforts take all actions reasonably necessary and appropriate to preserve IDT's organization intact as it relates deliver to Buyer title to the BusinessAcquired Assets free and clear of all Liens and Liabilities (other than Assumed Liabilities) pursuant to the Sale Order and cooperate with Buyer to obtain appropriate releases, except as may be required to comply with the terms hereofconsents, to keep available the services of its employees and sales representativesestoppels, certificates, and to preserve its relationships with customers, suppliers and others with whom it deals; other instruments as Buyer may reasonably request; (e) Not reveal, orally keep in full force and effect present insurance policies or in writing, to any party, other than Axiom comparable insurance benefiting the Acquired Assets and Axiom's authorized agents, any of the business procedures and practices followed by IDT in the conduct of the Business, or any technology used in the processing, evaluation or manufacture of any of the products of the Business; ; (f) Maintain in full force maintain and effect all of the insurance policies listed on Schedule 5.8 and make no change in any insurance coverage without the prior written consent of Axiom; preserve its tax status, as applicable; (g) Keep discontinue the premises occupied by IDT offering of (i) Customer Programs without purchase through Seller’s marketing channels for distribution to influencers and all (ii) Customer Programs in the form of IDT's equipment electronic promotional gift cards without purchase; and other tangible personal property in good order and repair and perform all necessary repairs and maintenance in accordance with past practices, normal wear and tear excepted; (h) Continue Seller shall take reasonable direction from Buyer with respect to maintain all of IDT's usual business books and records ordering inventory, including in accordance amounts consistent with its past practices and not change its method of accounting; (i) Not issue any capital stock or any option, warrant or right relating thereto (except for the options to purchase shares of the IDT Common Stock, as referenced in Section 3.13.18(b)(ii); (j) Not waive any right or cancel any claim relating to the Business other than in the ordinary course of business; (k) Maintain IDT's corporate existence and not merge or consolidate with any other entity; and (l) Except as may be required to comply with the terms hereof, comply with all provisions of all Contracts and all applicable laws, rules and regulations.

Conduct of the Business Pending Closing. Between During the period from the date hereof and of this Agreement to the Closing hereunder IDT willClosing, and Shareholders will except as consented to in writing by Buyer or as expressly contemplated in this Agreement, Seller Parties shall (or shall cause IDT the applicable Target Company to:) (and, to the extent applicable, cause each of the applicable third party managers of the Properties to): (a) Not operate the Properties (i) in substantially the same manner in which it has operated the Properties during its period of ownership prior to the execution of this Agreement and (ii) in compliance with all Laws applicable to the Properties; (b) preserve the Properties (normal wear and tear exempted) substantially in conformance with the applicable Target Company’s past practices, and subject to casualty and condemnation, provided that other than as required pursuant to Section 5.8 hereof, the foregoing shall not obligate any Seller Party or Target Company to take or suffer or permit any action which is required to be performed by a tenant and not a Target Company pursuant to any Space Lease or to make any capital expenditure or perform any capital work other than as required pursuant to Section 5.8 hereof; (c) maintain the Target Company’s books and records in accordance with GAAP consistently applied on a fair value basis and not change in any material manner any of its methods, principles or practices of accounting in effect at the date of the Most Recent Balance Sheet, except as may be required by applicable Law or GAAP; (d) duly and timely file all material reports, Tax Returns and other documents required to be filed by the Cabot REIT, the Operating Partnership or any Partnership Subsidiary with federal, state, local and other authorities, subject to extensions permitted by Law; (e) not make, change or revoke any Tax election, change any accounting period with respect to material Taxes, file any material amendment to a Tax Return, enter into any closing agreement, settle or compromise any proceeding with respect to any material Tax claim or assessment relating to the Cabot REIT, the Operating Partnership or any Partnership Subsidiary, knowingly surrender any right to claim a refund of material Taxes, consent to any extension or waiver of the limitation period applicable to any Taxes of the Cabot REIT, the Operating Partnership or any Partnership Subsidiary or take any other similar action relating to the filing of any Tax Return or the payment of any Tax; provided, that, nothing in this Agreement shall preclude the Cabot REIT from designating dividends paid by it as “capital gain dividends” within the meaning of Section 857 of the Code, making a “consent dividend” election within the meaning of Section 565 of the Code or making or, after consultation with Buyer, revoking any election or taking any other action reasonably necessary to preserve the status of the Cabot REIT as a REIT under the Code; (f) not enter into, cancel or modify in any material respect any Ground Lease (or guaranty thereof) or any reciprocal easement agreement or similar agreement affecting a Property; (g) not amend, restate or otherwise modify the Organizational Documents of any Target Company; (h) not directly or indirectly redeem, purchase or otherwise acquire any shares of capital stock, membership interests or partnership interests or any option, warrant or right to acquire, or security convertible into, shares of capital stock, membership interests, or partnership interests of any Person; (i) not sell, lease (other than pursuant to Section 4.2), mortgage, subject to Lien (subject to Section 5.1(f), (g), (h), and (i)) or otherwise dispose of any of its personal property or intangible property; (j) not make any loans, advances or capital contributions to, or investments in, any other Person, other than loans, advances and capital contributions to the Partnership Subsidiaries in existence on the date hereof (and, for the avoidance of doubt, Tenant Inducements and ordinary course trade payables are not prohibited by this sub-clause (j)); (k) not permit any Target Company to incur any Indebtedness (other than (i) ordinary course trade payables, and (ii) draws by the Operating Partnership on its existing credit facility that is an Existing Loan that are in the ordinary course or which are used to fund obligations of Seller Parties under this Agreement) or guarantee the indebtedness of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing; (l) not sell, transfer or otherwise dispose of any of its ownership or voting interests in, or resign as member, manager or partner of, any of the Target Companies other than pursuant to Section 4.4 hereof; (m) continue to carry the Insurance Policies through the Closing, and not allow any termination, cancellation or material breach of the Insurance Policies to occur or exist, unless Seller Parties enter into insurance policies substantially consistent with the Insurance Policies at or prior to any such termination or cancellation (such Insurance Policies will be cancelled as of Closing, and Buyer with respect to premiums for the Insurance Policies relating to the period from and after Closing shall not be responsible for the payment of any premiums or obligated to make any adjustment pursuant to Section 1.4 for the benefit of Seller Parties with respect to any such premiums); (n) not take any action that would render untrue cause any of the representations or warranties of Shareholders and IDT Seller Parties contained herein contained, and not omit to take become inaccurate in any action, material respect or any of the omission covenants of which would render untrue Seller Parties to be breached in any such representation or warrantymaterial respect; (bo) Conduct the Business in not admit any Person as a good and diligent manner in the ordinary and usual coursemember or partner of any Target Company; (cp) Not enter into not declare, set aside or pay any contractnon-cash dividend or non-cash distribution in respect of, agreementor redeem or otherwise acquire, commitment capital stock, Interests, membership interests or arrangement relating to the Business with any party that would obligate IDT in an amount greater than, in the aggregate, Fifty Thousand Dollars other securities or voting or ownership interests ($50,000), other than contracts for the sale avoidance of merchandise doubt, the Target Companies shall be permitted to make cash dividends and contracts for the purchase of materials and supplies in the ordinary and usual course of business, and not amend, modify or terminate any Contracts without the prior written consent of Axiom; (d) Use its best efforts to preserve IDT's organization intact as it relates to the Business, except as may be required to comply with the terms hereof, to keep available the services of its employees and sales representatives, and to preserve its relationships with customers, suppliers and others with whom it deals; (e) Not reveal, orally or in writing, to any party, other than Axiom and Axiom's authorized agents, any of the business procedures and practices followed by IDT in the conduct of the Business, or any technology used in the processing, evaluation or manufacture of any of the products of the Business; (f) Maintain in full force and effect all of the insurance policies listed on Schedule 5.8 and make no change in any insurance coverage without the prior written consent of Axiom; (g) Keep the premises occupied by IDT and all of IDT's equipment and other tangible personal property in good order and repair and perform all necessary repairs and maintenance in accordance with past practices, normal wear and tear excepted; (h) Continue to maintain all of IDT's usual business books and records in accordance with its past practices and not change its method of accounting; (i) Not issue any capital stock or any option, warrant or right relating thereto (except for the options to purchase shares of the IDT Common Stock, as referenced in Section 3.1distributions); (jq) Not waive not merge, consolidate, convert or otherwise change entity form; (r) not make any right structural alterations or cancel additions to any claim relating Property except as (a) required by any Space Lease or Disclosed Contract or (b) required by this Agreement; (s) not sell or otherwise dispose of any Property, except or to the Business other than extent (i) that such Property is the subject of a binding contract in existence on the ordinary course date of this Agreement and disclosed in Schedule 2.9(l) of the Seller Parties Disclosure Letter, or (ii) as provided in Sections 5.21, 5.22 or 5.23; (t) not cancel, compromise or settle any suit, litigation, arbitration, claim, action or proceeding, unless such compromise or settlement results in a full release of Buyer (or the applicable Target Company) and would not otherwise materially adversely affect Buyer (or the applicable Target Company) after Closing; (u) advise Buyer promptly of any litigation, arbitration proceeding or administrative hearing (including condemnation) before any Governmental Entity which, to the Seller Parties’ Knowledge, (i) affects any Target Company or Property, which is instituted after the date hereof (or of which Seller Parties are first notified after the date hereof) and (ii) if adversely determined, would adversely affect (A) Seller Parties’ ability to consummate the transactions contemplated by this Agreement, (B) the ownership of any Target Company or Property or (C) the use, value or operation of any Target Company or Property; (v) deliver to Buyer promptly after receipt thereof copies of any written notices of violations regarding the Properties received by Seller Parties; (w) advise Buyer promptly of any written notices of default received by any Seller Party or Target Company under any Space Lease, Ground Lease, Existing Loan, or Contract after the date hereof; (x) not acquire or agree to acquire any real property or material personal property or acquire or agree to acquire in any manner (including by merger, consolidation or acquisition of stock or assets) any interest in any Person (or equity interests thereof); (y) not materially change the nature or the scope of its business or enter into a new line of business; (kz) Maintain IDT's corporate existence and not merge enter into any agreement or consolidate with arrangement that limits or otherwise restricts any other entity; andTarget Company from engaging or competing in any line of business in which it is currently engaged or currently contemplates to be engaged or in any geographic area; (laa) Except not hire any employee; (bb) perform, or cause its agents to perform, in all material respects, all obligations of landlord or lessor under the Space Leases; (cc) not change or attempt to change, directly or indirectly, the current zoning of any Property in any manner; (dd) promptly advise Buyer of any change, update or supplement to the Banking Relationship Information; (ee) not cancel, amend or modify, in a manner materially adverse to any Property, any license or permit held by the Operating Partnership with respect to such Property or any part thereof which would be binding upon Buyer after the Closing; and/or (ff) ensure that the Cabot REIT will be organized and operated in a manner that would permit it to qualify as may be required a REIT under Section 856 of the Code through the Closing Date (determined as if the taxable year of the Cabot REIT ended at the Closing on the Closing Date and without regard to comply with the terms hereof, comply with all provisions of all Contracts and all applicable laws, rules and regulationsdistribution requirements).

Conduct of the Business Pending Closing. Between From the date hereof and until the Closing hereunder IDT willClosing, and Shareholders will cause IDT toeach Seller shall: (a) Not take or suffer or permit any action which would render untrue any of the representations or warranties of Shareholders and IDT herein contained, and not omit to take any action, the omission of which would render untrue any such representation or warranty; (b) Conduct the conduct its Business in a good the usual, regular and diligent manner in the ordinary and usual course; (c) Not enter into any contract, agreement, commitment or arrangement relating to the Business course consistent with any party that would obligate IDT in an amount greater than, in the aggregate, Fifty Thousand Dollars ($50,000), other than contracts for the sale of merchandise and contracts for the purchase of materials and supplies in the ordinary and usual course of business, and not amend, modify or terminate any Contracts without the prior written consent of Axiom; (d) Use such Seller’s past practices; use its best commercially reasonable efforts to preserve IDT's intact the present organization intact as it relates of such Seller; and use its commercially reasonable efforts (with no obligation to the Business, except as may be required to comply with the terms hereof, increase such persons’ compensation or benefits) to keep available the services of its employees the present officers and sales representatives, Employees of such Seller and to preserve its relationships such Seller’s goodwill, consistent with customers, suppliers and others with whom it dealspast practices; (eb) Not reveal, orally or maintain the Acquired Assets in writing, to any party, other than Axiom their present operating condition (ordinary wear and Axiom's authorized agents, any of the business procedures and practices followed by IDT in the conduct of the Business, or any technology used in the processing, evaluation or manufacture of any of the products of the Businesstear excepted); (fc) Maintain observe and remain in compliance in all material respects with all statutes, laws, rules, regulations, orders, decrees and ordinances applicable to Seller or the operation of the Business (unless stayed pending appeal of such law or decision), subject to changes in laws or interpretations of such laws (including but not limited to statutes, ordinances, regulations, administrative proceedings, orders or any similar actions), judicial, administrative or arbitration judgments, rulings, orders and the like that occur after the date of this Agreement; (d) maintain and keep in full force and effect all of the insurance currently maintained by Seller, unless replaced by substantially similar policies listed on Schedule 5.8 and make no change that do not reduce the amount of coverage compared to those policies currently in any insurance coverage without the prior written consent of Axiomeffect; (ge) Keep not sell, mortgage, pledge, lease, or otherwise transfer, or dispose of or distribute any of its assets used in connection with the premises occupied by IDT and all of IDT's equipment and other tangible personal property in good order and repair and perform all necessary repairs and maintenance in accordance Business or enter into any agreement with past practices, normal wear and tear excepted; (h) Continue to maintain all of IDT's usual business books and records in accordance with its past practices and not change its method of accounting; (i) Not issue any capital stock or any option, warrant or right relating thereto (except for the options to purchase shares of the IDT Common Stock, as referenced in Section 3.1); (j) Not waive any right or cancel any claim relating respect to the Business foregoing, other than in the ordinary course of businessBusiness consistent with such Seller’s past practices; (f) pay all liabilities and obligations as and when due, including all Taxes, other than such liabilities or obligations Seller is contesting in good faith by appropriate proceedings and has set aside on its books adequate reserves with respect thereto; (g) not alter, modify or accelerate its existing collection levels of accounts receivables, or, other than in its ordinary course of its Business and consistent with past practice, write-off as uncollectible any accounts or receivables, other than as a result of changes in laws or interpretations of such laws after the date of this Agreement (including but not limited to statutes, ordinances, regulations, administrative proceedings, orders or any similar actions), judicial, administrative or arbitration judgments, rulings, orders and the like that occur after the date of this Agreement; (h) except with respect to Excluded Employees, not declare or increase the benefits or compensation payable or to become payable to any of Seller’s Employees or any bonus, profit sharing or other extraordinary compensation to any Employee of Seller, or enter into any agreement with respect to the foregoing for any such Employee, except in the ordinary course of business and consistent with past practices; (i) not make or enter into any agreement to make any capital expenditure on behalf of Sellers in excess of$50,000 individually or $200,000 in the aggregate, other than pursuant to existing contracts and other than any dispute with the Business Software Alliance; (j) not amend or terminate any contract or agreement required to be listed on Schedule 3.12(a) and, except in the ordinary course of Business on a basis consistent with such Seller’s past practices, not enter into any material contract or agreement with any other individual, entity or governmental authority, including, without limitation, any employment agreement not terminable at will by Sellers; (k) Maintain IDT's corporate existence maintain its books, records and accounts, and maintain a system of accounting, as may be required or as may be necessary to permit the preparation of audited financial statements in accordance with GAAP and in compliance with the regulations of any governmental or regulatory authority having jurisdiction over it or any of its properties, other than as a result of changes in laws or interpretations of such laws after the date of this Agreement (including but not merge limited to statutes, ordinances, regulations, administrative proceedings, orders or consolidate with any other entity; andsimilar actions), judicial, arbitration, or administrative judgments, rulings, orders and the like that occur after the date of this Agreement; (l) Except continue reasonably to protect all confidential information and trade secrets of, each Seller, in accordance with such Seller’s past practices; (m) not incur any indebtedness or any liabilities other than in the ordinary course of Business consistent with such Seller’s past practices; (n) not make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Seller, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to Seller, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, except as may consistent with past practice, that would result in a Lien on the Acquired Assets; or (o) be required allowed to comply with the terms hereof, comply with all provisions of all Contracts make cash distributions to its members and all applicable laws, rules and regulationsowners.