Common use of Covenants Pending Closing Clause in Contracts

Covenants Pending Closing. (a) From the date hereof until the Closing, the Contributor shall not: (i) Sell, transfer (or agree to sell or transfer) or otherwise dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) all or any portion of his Company Interests; or (ii) Mortgage, pledge or encumber (or permit to become encumbered) all or any portion of his Company Interests. (b) From the date hereof through the Closing, the Contributor shall, to the extent within his control, cause each of the Company and the Entity to conduct its business in the ordinary course of business, consistent with past practice, and shall, to the extent within his control, not permit the Company or the Entity, without the prior written consent of Acquirer, to: (i) Enter into any material transaction not in the ordinary course of business of such entity: (ii) Except for any transfers contemplated in the Term Sheet, sell, transfer or dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) any assets of such entity, except in the ordinary course of business consistent with past practice; (iii) Mortgage, pledge or encumber (or permit to become encumbered) any assets of such entity, except (A) liens for taxes not due, (B) purchase money security interests in the ordinary course of such entity's business, and (C) mechanics' liens being disputed by such entity in good faith and by appropriate proceeding in the ordinary course of such entity's business (provided such mechanics liens are released prior to or on the Closing Date at no cost to the Acquirer); (iv) Amend, modify or terminate any Lease, contract or other instruments relating to the Property to which such entity is a party, except in the ordinary course of the entity's business consistent with past practice; (v) Cause or permit the Entity to change the existing use of the Property; (vi) Cause or permit any entity to enter into any new Lease or terminate any existing Lease except in the ordinary course of such entity's business consistent with past practice; (vii) Cause or take any action that would render any of the representations or warranties contained herein to be untrue in any material respect; (viii) Terminate or amend any existing insurance policies affecting the Property that results in a material reduction in insurance coverage for the Property; (ix) Knowingly cause or permit such entity to violate or fail to use commercially reasonable efforts to cure any violation of any applicable laws; (x) Materially alter the manner of keeping such entity's books, accounts or records or the accounting methods therein reflected; or (xi) Except for any distributions contemplated in the Term Sheet, make any distribution to its members other than consistent with the prior practices of the entity. (c) From the date hereof until the Closing Date, the Contributor will afford to the officers and authorized representatives of the Acquirer access to all of the Contributor's, the Company's and the Entity's books and records and will furnish the Acquirer with such additional financial and operating data and other information as to the business and properties of the Company, the Contributor and the Entity as the Acquirer may from time to time reasonably request. (d) Notwithstanding anything to the contrary contained herein, any failure by the Contributor to comply with or fulfill the covenants contained in this Section 3.1 shall not constitute an indemnifiable claim under Section 3.4 of this Agreement, but shall constitute an unfulfilled condition precedent pursuant to Section 5.1, provided such failure is identified to or otherwise becomes known to the Acquirer prior to Closing.

Covenants Pending Closing. (a) From the date hereof until the Closing, the Contributor shall not: (i) Sell, transfer (or agree to sell or transfer) or otherwise dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) all or any portion of his Company Interests; or (ii) Mortgage, pledge or encumber (or permit to become encumbered) all or any portion of his Company Interests. (b) From the date hereof through the Closing, the Contributor each Owner shall, to the extent within his or its control, cause each of the Company and the Entity to conduct its business in the ordinary course of business, consistent with past practice, and shall, to the extent within his or its control, not permit the Company or the EntityCompany, without the prior written consent of Acquirer, to: (i) Enter into any material transaction not in the ordinary course of business of such entitybusiness: (ii) Except for any transfers contemplated in the Term Sheet, sellSell, transfer or dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) any assets of such entitythe Company, except in the ordinary course of business consistent with past practice; (iii) Mortgage, pledge or encumber (or permit to become encumbered) any assets of such entitythe Company, except (A) liens for taxes not due, (B) purchase money security interests in the ordinary course of such entity's business, and (C) mechanics' liens being disputed by such entity the Company in good faith and by appropriate proceeding in the ordinary course of such entitythe Company's business (provided such mechanics liens are released prior to or on the Closing Date at no cost to the Acquirer); (iv) Amend, modify or terminate any Lease, contract or other instruments relating to the Property to which such entity the Company is a party, except in the ordinary course of the entityCompany's business consistent with past practice; (v) Cause or permit the Entity Company to change the existing use of the Property; (vi) Cause or permit any entity the Company to enter into any new Lease or terminate any existing Lease except in the ordinary course of such entitythe Company's business consistent with past practice; (vii) Cause or take any action that would render any of the representations or warranties contained regarding the Company or the Property as set forth herein to be untrue in any material respect; (viii) Terminate or amend any existing insurance policies affecting the Property that results in a material reduction in insurance coverage for the Property; (ix) Knowingly cause or permit such entity the Company to violate or fail to use commercially reasonable efforts to cure any violation of any applicable laws; (x) Materially alter the manner of keeping such entitythe Company's books, accounts or records or the accounting methods therein reflected; or (xi) Except for any distributions contemplated in the Term Sheet, make Make any distribution to its members other than consistent with the prior practices of the entitymembers. (c) From the date hereof until the Closing Date, the Contributor will afford to the officers and authorized representatives of the Acquirer access to all of the Contributor's, the Company's and the Entity's books and records and will furnish the Acquirer with such additional financial and operating data and other information as to the business and properties of the Company, the Contributor and the Entity as the Acquirer may from time to time reasonably request. (d) Notwithstanding anything to the contrary contained herein, any failure by the Contributor to comply with or fulfill the covenants contained in this Section 3.1 shall not constitute an indemnifiable claim under Section 3.4 of this Agreement, but shall constitute an unfulfilled condition precedent pursuant to Section 5.1, provided such failure is identified to or otherwise becomes known to the Acquirer prior to Closing.

Covenants Pending Closing. (a) From the date hereof until the Closing, the Contributor shall not: (i) Sell, transfer (or agree to sell or transfer) or otherwise dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) all or any portion of his Company Interests; or (ii) Mortgage, pledge or encumber (or permit to become encumbered) all or any portion of his Company Interests. (b) From the date hereof through the Closing, the Contributor each Owner shall, to the extent within his or its control, cause each of the Company and the Entity to conduct its business in the ordinary course of business, consistent with past practice, and shall, to the extent within his or its control, not permit the Company or the EntityCompany, without the prior written consent of Acquirer, to: (i) Enter into any material transaction not in the ordinary course of business of such entitybusiness: (ii) Except for any transfers contemplated in the Term Sheet, sellSell, transfer or dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) any assets of such entitythe Company, except in the ordinary course of business consistent with past practice; (iii) Mortgage, pledge or encumber (or permit to become encumbered) any assets of such entitythe Company, except (A) liens for taxes not due, (B) purchase money security interests in the ordinary course of such entity's business, and (C) mechanics' liens being disputed by such entity the Company in good faith and by appropriate proceeding in the ordinary course of such entitythe Company's business (provided such mechanics liens are released prior to or on the Closing Date at no cost to the Acquirer); (iv) Amend, modify or terminate any Lease, contract or other instruments relating to the Property to which such entity is a partyContract, except in the ordinary course of the entityCompany's business consistent with past practice; (v) Cause or permit the Entity to change the existing use of the Property; (vi) Cause or permit any entity Company to enter into any new Lease material Contract or terminate any existing Lease Contract except in the ordinary course of such entitythe Company's business consistent with past practice; (viivi) Cause or take any action that would render any of the representations or warranties contained regarding the Company as set forth herein to be untrue in any material respect; (viiivii) Terminate or amend any existing insurance policies affecting the Property that results in a material reduction in insurance coverage for the PropertyCompany; (ixviii) Knowingly cause or permit such entity the Company to violate or fail to use commercially reasonable efforts to cure any violation of any applicable laws; (xix) Materially alter the manner of keeping such entitythe Company's books, accounts or records or the accounting methods therein reflected; or (xix) Except for any distributions contemplated in the Term Sheet, make Make any distribution to its members other than consistent with the prior practices of the entitymembers. (c) From the date hereof until the Closing Date, the Contributor Company will afford to the officers and authorized representatives of the Acquirer access to all of the Contributor's, the Company's and the Entity's books and records and will furnish the Acquirer with such additional financial and operating data and other information as to the business and properties of the Company, the Contributor and the Entity Company as the Acquirer may from time to time reasonably request. (d) Notwithstanding anything to the contrary contained herein, any failure by the Contributor an Owner to comply with or fulfill the covenants contained in this Section 3.1 shall not constitute an indemnifiable claim under Section 3.4 of this Agreement, but shall constitute an unfulfilled condition precedent pursuant to Section 5.1, provided such failure is identified to or otherwise becomes known to the Acquirer prior to Closing.

Covenants Pending Closing. (a) From the date hereof until the Closing, the each Contributor agrees that with respect to itself and not to any other Contributor, it shall not: (i) Sell, transfer (or agree to sell or transfer) or otherwise dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) all or any portion of his its Company Interests; or (ii) Mortgage, pledge or encumber (or permit to become encumbered) all or any portion of his its Company Interests. (b) From the date hereof through the Closing, A&O, in its capacity as the Contributor shallAdministrative Member of the Company, to shall cause the extent within his control, cause Company and each of the Company and the Entity Entities to conduct its business in the ordinary course of business, generally consistent with past practice, and shall, to the extent within his or its control, not permit the Company or the any Entity, without the prior written consent of AcquirerAcquirer (not to be unreasonably withheld or delayed), to: (i) Enter into any material transaction not in the ordinary course of business of such entity: (ii) Except for any transfers contemplated in the Term Sheet, sellSell, transfer or dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) any assets of such entity, except in the ordinary course of business consistent with past practice; (iii) Mortgage, pledge or encumber (or permit to become encumbered) any assets of such entity, except (A) liens for taxes not due, (B) purchase money security interests in the ordinary course of such entity's business, and (C) mechanics' liens being disputed by such entity in good faith and by appropriate proceeding in the ordinary course of such entity's business (provided such mechanics liens are released prior to or on the Closing Date at no cost to the Acquirer); (iv) Amend, modify or terminate any Lease, contract or other instruments relating to any of the Property Properties to which such entity is a party, except in the ordinary course of the entity's business generally consistent with past practice; (v) Cause or affirmatively permit the any Entity to change the existing use of the any Property; (vi) Cause or affirmatively permit any entity to enter into any new Lease or terminate any existing Lease except in the ordinary course of such the entity's business generally consistent with past practice; (vii) Cause or take any action that would render any of the representations or warranties contained regarding the Properties as set forth herein to be untrue in any material respect; (viii) Terminate or amend any existing insurance policies affecting the Property Properties that results in a material reduction in insurance coverage for the Propertyone or more Properties; (ix) Knowingly cause or affirmatively permit such the entity to violate or fail to use commercially reasonable efforts to cure any violation of any applicable laws; (x) Materially alter the manner of keeping such entity's books, accounts or records or the accounting methods therein reflected; or (xi) Except for any distributions contemplated in the Term Sheet, make Make any distribution to its members other than consistent with the prior practices members. Fremont agrees that it will not, in its capacity as a member of the entityCompany approve any of the actions set forth above or cause the Company to take any such actions. Nothing in this Agreement will require any Contributor to contribute any additional capital to the Company. (c) From the date hereof until the Closing Date, the Contributor Company and each Entity will afford to the officers and authorized representatives of the Acquirer access to all of the Contributor's, the Company's and the each Entity's books and records and will furnish the Acquirer with such additional financial and operating data and other information as to the business and properties of the Company, the Contributor Company and the each Entity as the Acquirer may from time to time reasonably request, subject only to any confidentiality restrictions imposed on the Company by virtue of any written agreements with any other party concerning any such information. (d) Notwithstanding anything to the contrary contained herein, any failure by the any Contributor to comply with or fulfill the covenants contained in this Section 3.1 shall not constitute an indemnifiable claim under Section 3.4 of this Agreement, but shall constitute an unfulfilled condition precedent pursuant to Section 5.1, provided such failure is identified to or otherwise becomes known to the Acquirer prior to Closing.

Covenants Pending Closing. (a) From the date hereof until the Closing, the each Contributor agrees that with respect to itself and not to any other Contributor, it shall not: (i) Sell, transfer (or agree to sell or transfer) or otherwise dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) all or any portion of his its Company Interests; or (ii) Mortgage, pledge or encumber (or permit to become encumbered) all or any portion of his its Company Interests. (b) From the date hereof through the Closing, the each Contributor shall, to the extent within his or its control, cause each of the Company and the Entity to conduct its business in the ordinary course of business, consistent with past practice, and shall, to the extent within his or its control, not permit the Company or the Entity, without the prior written consent of Acquirer, to: (i) Enter into any material transaction not in the ordinary course of business of such entity: (ii) Except for any transfers as contemplated in by the Term SheetSecond Contribution Agreement, sell, transfer or dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) any assets of such entity, except in the ordinary course of business consistent with past practice; (iii) Mortgage, pledge or encumber (or permit to become encumbered) any assets of such entity, except (A) liens for taxes not due, (B) purchase money security interests in the ordinary course of such entity's business, and (C) mechanics' liens being disputed by such entity in good faith and by appropriate proceeding in the ordinary course of such entity's business (provided such mechanics liens are released prior to or on the Closing Date at no cost to the Acquirer); (iv) Amend, modify or terminate any Lease, contract or other instruments relating to the Property to which such entity is a party, except in the ordinary course of the entity's business consistent with past practice; (v) Cause or permit the Entity to change the existing use of the Property; (vi) Cause or permit any entity to enter into any new Lease or terminate any existing Lease except in the ordinary course of such the entity's business consistent with past practice; (vii) Cause or take any action that would render any of the representations or warranties contained regarding the Property as set forth herein to be untrue in any material respect; (viii) Terminate or amend any existing insurance policies affecting the Property that results in a material reduction in insurance coverage for the Property; (ix) Knowingly cause or permit such the entity to violate or fail to use commercially reasonable efforts to cure any violation of any applicable laws; (x) Materially alter the manner of keeping such entity's books, accounts or records or the accounting methods therein reflected; or (xi) Except for any distributions contemplated in the Term Sheet, make Make any distribution to its members other than consistent with except in the prior practices ordinary course of business of such entity, or as is contemplated by the entitySecond Contribution Agreement. (c) From the date hereof until the Closing Date, the Contributor Contributors will afford to the officers and authorized representatives of the Acquirer access to all of the Contributor's, the Company's and the Entity's books and records and will furnish the Acquirer with such additional financial and operating data and other information as to the business and properties of the Company, the Contributor Company and the Entity as the Acquirer may from time to time reasonably request. (d) Notwithstanding anything to the contrary contained herein, any failure by the an Contributor to comply with or fulfill the covenants contained in this Section 3.1 shall not constitute an indemnifiable claim under Section 3.4 of this Agreement, but shall constitute an unfulfilled condition precedent pursuant to Section 5.1, provided such failure is identified to or otherwise becomes known to the Acquirer prior to Closing.

Covenants Pending Closing. The Seller agrees that from the date hereof to the Closing Date, except (i) in the ordinary course of the business of the Seller's or any of the Subsidiaries, (ii) to the extent disclosed in Schedule 4.1, or (iii) to the extent that the Buyer shall otherwise give its written consent, the Seller will, and will cause each of the Subsidiaries to: (a) From operate substantially as now operated and only in the date hereof until ordinary course and, to the Closingextent of and consistent with such operation, use reasonable efforts to preserve intact the Contributor shall not: (i) Sell, transfer (or agree to sell or transfer) or otherwise dispose of, or cause present business organization and the sale, transfer or disposition of (or agree to do any relationships with persons having business dealings with the Seller and each of the foregoing) all or any portion of his Company Interests; or (ii) Mortgage, pledge or encumber (or permit to become encumbered) all or any portion of his Company Interests.Subsidiaries; (b) From maintain the date hereof through books, accounts and records of the Closing, the Contributor shall, to the extent within his control, cause Seller and each of the Company Subsidiaries, in the usual, regular and the Entity to conduct ordinary manner and consistent with past practice; (c) refrain from (i) disposing of or encumbering any of its business properties and assets, whether tangible or intangible other than in the ordinary course of business, consistent with past practice, and shall, to the extent within his control, not permit the Company or the Entity, without the prior written consent of Acquirer, to: (i) Enter into any material transaction not in the ordinary course of business of such entity: (ii) Except for selling, issuing or repurchasing or redeeming any transfers contemplated in capital stock of the Term Sheet, sell, transfer Subsidiaries or dispose of, (iii) making any dividends or cause distributions with respect to the sale, transfer or disposition capital stock of (or agree to do any of the foregoing) any assets of such entity, except in the ordinary course of business consistent with past practiceSubsidiaries; (iii) Mortgage, pledge or encumber (or permit to become encumbered) any assets of such entity, except (A) liens for taxes not due, (B) purchase money security interests in the ordinary course of such entity's business, and (C) mechanics' liens being disputed by such entity in good faith and by appropriate proceeding in the ordinary course of such entity's business (provided such mechanics liens are released prior to or on the Closing Date at no cost to the Acquirer); (iv) Amend, modify or terminate any Lease, contract or other instruments relating to the Property to which such entity is a party, except in the ordinary course of the entity's business consistent with past practice; (v) Cause or permit the Entity to change the existing use of the Property; (vi) Cause or permit any entity to enter into any new Lease or terminate any existing Lease except in the ordinary course of such entity's business consistent with past practice; (vii) Cause or take any action that would render any of the representations or warranties contained herein to be untrue in any material respect; (viii) Terminate or amend any existing insurance policies affecting the Property that results in a material reduction in insurance coverage for the Property; (ix) Knowingly cause or permit such entity to violate or fail to use commercially reasonable efforts to cure any violation of any applicable laws; (x) Materially alter the manner of keeping such entity's books, accounts or records or the accounting methods therein reflected; or (xi) Except for any distributions contemplated in the Term Sheet, make any distribution to its members other than consistent with the prior practices of the entity. (c) From the date hereof until the Closing Date, the Contributor will afford to the officers and authorized representatives of the Acquirer access to all of the Contributor's, the Company's and the Entity's books and records and will furnish the Acquirer with such additional financial and operating data and other information as to the business and properties of the Company, the Contributor and the Entity as the Acquirer may from time to time reasonably request. (d) Notwithstanding anything not cause to borrow any money, or incur, assume or guaranty or otherwise become directly or indirectly responsible for the payment of any indebtedness or obligation of any other person; (e) not amend or modify in a manner materially adverse to the contrary contained hereinSeller or of any Subsidiary, or terminate, any failure by Contract; and (f) not adopt any new Plan or any amendment to any Plan to provide any new or additional plan, programs, contracts or arrangements involving direct or indirect compensation to any of the Contributor to comply with or fulfill the covenants contained in this Section 3.1 shall not constitute an indemnifiable claim under Section 3.4 of this Agreement, but shall constitute an unfulfilled condition precedent pursuant to Section 5.1, provided such failure is identified to or otherwise becomes known to the Acquirer prior to ClosingTransferred Employees.

Covenants Pending Closing. (a) From the date hereof until the Closing, the Contributor shall not: (i) Sell, transfer (or agree to sell or transfer) or otherwise dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) all or any portion of his Company Intereststhe Property; or (ii) Mortgage, pledge or encumber (or permit to become encumbered) all or any portion of his Company Intereststhe Property. (b) From the date hereof through the Closing, the Contributor shall, to conduct and operate the extent within his control, cause each of the Company and the Entity to conduct its business Property in the ordinary course of business, consistent with past practice, and shall, to the extent within his its control, not permit the Company or the Entitynot, without the prior written consent of Acquirer, to: (i) Enter into any material transaction not in the ordinary course of business of such entitythe operation of the Property: (ii) Except for any transfers contemplated in the Term Sheet, sell, transfer or dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) any assets of such entity, except in the ordinary course of business consistent with past practice; (iii) Mortgage, pledge or encumber (or permit to become encumbered) any assets of such entitythe Property, except (A) liens for taxes not due, (B) purchase money security interests in the ordinary course of such entity's business, and (C) mechanics' liens being disputed by such entity Contributor in good faith and by appropriate proceeding in the ordinary course of such entity's business (provided such mechanics liens are released prior to or on the Closing Date at no cost to the Acquirer); (iv) Amend, modify or terminate any Lease, contract or other instruments relating to the Property to which such entity is a party, except in the ordinary course of the entity's business consistent with past practice; (v) Cause or permit the Entity change to change the existing use of the Property; (vi) Cause or permit any entity to enter into any new Lease or terminate any existing Lease except in the ordinary course of such entity's business consistent with past practice; (vii) Cause or take any action that would render any of the representations or warranties contained regarding the Property as set forth herein to be untrue in any material respect; (viii) Terminate or amend any existing insurance policies affecting the Property that results in a material reduction in insurance coverage for the Property;; or (ix) Knowingly cause or permit such the entity to violate or fail to use commercially reasonable efforts to cure any violation of any applicable laws; (x) Materially alter the manner of keeping such entity's books, accounts or records or the accounting methods therein reflected; or (xi) Except for any distributions contemplated in the Term Sheet, make any distribution to its members other than consistent with the prior practices of the entity. (c) From the date hereof until the Closing Date, the Contributor will afford to the officers and authorized representatives of the Acquirer access to all of the Contributor's, the Company's and the Entity's books and records and will furnish the Acquirer with such additional financial and operating data and other information as to the business and properties of the Company, the Contributor and the Entity as the Acquirer may from time to time reasonably request. (d) Notwithstanding anything to the contrary contained herein, any failure by the Contributor to comply with or fulfill the covenants contained in this Section 3.1 shall not constitute an indemnifiable claim under Section 3.4 of this Agreement, but shall constitute an unfulfilled condition precedent pursuant to Section 5.1, provided such failure is identified to or otherwise becomes known to the Acquirer prior to Closing.

Covenants Pending Closing. (a) From Between the date hereof until of this Agreement and the Closingearlier of the Closing or the termination of this Agreement, the Contributor unless otherwise agreed in writing by Purchaser, Seller shall not: (i) Selland shall use commercially reasonable efforts to cause Veracity Networks not to, transfer take any action that Seller should reasonably expect would make the Acquired Assets or the operation of the Business materially less valuable under a single provider model, including: entering into any exclusive license agreements (or agree to sell or transfer) other exclusive arrangements); encumbering, selling or otherwise dispose ofdisposing of material Intellectual Property Rights or Technology assets associated with the Network; or extending or entering into any agreements that allow third parties to use the Network at wholesale rates, discounted rates or cause the sale, transfer or disposition of (or agree to do any rates less than full retail value of the foregoing) all or any portion of his Company Interests; orservices as currently offered by retail providers; (ii) Mortgagesell, pledge transfer, pledge, lease, license, mortgage, encumber, cancel, abandon or encumber (or permit to become encumbered) all or dispose of any portion of his Company Interests. (b) From the date hereof through the Closing, the Contributor shall, to the extent within his control, cause each of the Company and Acquired Assets, except for the Entity to conduct its business dispositions of obsolete or immaterial personal property in the ordinary course of business; (iii) (A) terminate or extend or (B) amend, consistent with past practicewaive, modify or violate, in any material respect, the terms of any Transferred Contract (or agree to do so), or enter into any Contract relating to, and shall, necessary to the extent within his controloperation of, not permit the Company or the EntityBusiness, without the prior written consent of Acquirer, to: (i) Enter into any material transaction not in each case other than in the ordinary course of business of such entity:and consistent with past practice; (iiiv) Except for (A) transfer or license to any transfers contemplated Person any rights to any of the Transferred Intellectual Property or enter into any agreement with respect to any of the Transferred Intellectual Property with any Person (other than non-exclusive agreements to license or provide products of the Business to end-users pursuant to agreements that have been entered into in the Term Sheetordinary course of business consistent with past practices that do not differ in substance from the standard form of agreement utilized by Seller with respect to the Business prior to the date hereof), sell(B) buy or license any Intellectual Property Rights or Technology or enter into any agreement with respect to any Intellectual Property Rights or Technology of any Person (other than non-exclusive end user license agreements entered into in the ordinary course of business consistent with past practices), transfer (C) enter into any agreement with respect to the development of any Intellectual Property Rights or dispose Technology with a third party (other than consulting agreements that do not differ in substance from the standard form of agreement utilized by Seller with respect to the Business prior to the date hereof), or (D) terminate, fail to renew, abandon, cancel, let lapse or fail to continue to prosecute or defend any Intellectual Property Rights of Seller relating to the Business; (v) acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or cause by any other manner, any Person or otherwise acquire any material assets, in each case with respect to the saleBusiness; (vi) enter into any Contract to purchase or sell any interest in real property or grant any security interest in real property, transfer in each case with respect to the Business; (vii) incur or disposition guarantee any Indebtedness or any other Liabilities outside the normal and ordinary course of business with respect to the Business and/or the Acquired Assets; (viii) permit the creation of any Lien over any of the Acquired Assets; (ix) terminate any Designated Employee, or encourage any Designated Employee to resign from Seller, or enter into or negotiate to enter into any collective bargaining, works council or other labor agreement or arrangement with or covering any Designated Employee; (x) enter into any employment Contract, pay or agree to do pay any special bonus or special remuneration to any Designated Employee, consultant or independent contractor, or increase or agree to increase the salaries, wage rates or other compensation or benefits of any Designated Employee, consultant or independent contractor, except in the ordinary course of business and consistent with past practice or pursuant to this Agreement or a standard written agreement outstanding on the date hereof and disclosed in Schedule 6(i)(x); (xi) revalue any of the foregoingAcquired Assets, including writing off notes or reversing any reserves other than in the ordinary course of business and consistent with past practice; (xii) engage in or enter into any assets of such entity, except in material transaction or commitment or relinquish any material right outside the ordinary course of business consistent with past practice; (iiixiii) Mortgagemake or change any Tax election with respect to the Business or the Acquired Assets, pledge or encumber (adopt or permit change any Tax accounting method with respect to become encumbered) any assets the Business or the Acquired Assets unless Purchaser has been notified of such entity, except (A) liens for taxes not due, (B) purchase money security interests change in the ordinary course of such entity's business, and (C) mechanics' liens being disputed by such entity in good faith and by appropriate proceeding in the ordinary course of such entity's business (provided such mechanics liens are released election or accounting method within a reasonable period prior to or on the Closing Date at no cost effective date thereof and Purchaser has consented to such change (the Acquirerdecision with respect to which will not be unreasonably delayed); (ivxiv) Amendinitiate, modify settle, or terminate offer or propose to settle any Lease, contract Action with respect to any Acquired Asset or other instruments Assumed Liability or otherwise settle any Action instituted against it and relating to the Property Business if such settlement would impact the Acquired Assets or limit Purchaser’s ability to which operate the Business after the Closing, other than the payment of monetary damages by Seller; provided, that any such entity is settlement shall include as a party, except in term thereof the ordinary course unconditional release by the claimant or the plaintiff of the entity's business consistent with past practiceAcquired Assets and the Business from all liability and shall not include any statement of culpability or fault by any defendant therein; (vxv) Cause or permit the Entity to change the existing use of the Property; (vi) Cause or permit any entity to enter into any new Lease or terminate any existing Lease except in the ordinary course of such entity's business consistent with past practice; (vii) Cause or take any action that the purpose of which would render be to cause any of the representations conditions to the Closing set forth in Section 7 to not be satisfied or warranties contained herein to be untrue in any material respect; (viii) Terminate or amend any existing insurance policies affecting the Property that results in a material reduction in insurance coverage for the Property; (ix) Knowingly cause or permit such entity to violate or fail to use commercially reasonable efforts to cure any violation of any applicable laws; (x) Materially alter the manner of keeping such entity's books, accounts or records or the accounting methods therein reflecteddelay their satisfaction; or (xixvi) Except for offer to discuss entering into, negotiate entering into, authorize the entrance into, or enter into any distributions contemplated in the Term Sheet, make Contract to do any distribution to its members other than consistent with the prior practices of the entityforegoing. (c) From the date hereof until the Closing Date, the Contributor will afford to the officers and authorized representatives of the Acquirer access to all of the Contributor's, the Company's and the Entity's books and records and will furnish the Acquirer with such additional financial and operating data and other information as to the business and properties of the Company, the Contributor and the Entity as the Acquirer may from time to time reasonably request. (d) Notwithstanding anything to the contrary contained herein, any failure by the Contributor to comply with or fulfill the covenants contained in this Section 3.1 shall not constitute an indemnifiable claim under Section 3.4 of this Agreement, but shall constitute an unfulfilled condition precedent pursuant to Section 5.1, provided such failure is identified to or otherwise becomes known to the Acquirer prior to Closing.

Covenants Pending Closing. (a) From the date hereof until the Closingearlier of the Closing or the termination of this Agreement pursuant to Article VIII, except (i) to the extent disclosed on Schedule 4.1, or (ii) to the extent that the Buyer shall otherwise give its written consent (which consent will not be unreasonably withheld, conditioned or delayed), the Contributor shall notSellers will cause the Company and the Subsidiary to: (ia) Selloperate the Business in the ordinary course of business in accordance with past custom and practice, transfer (or agree and use commercially reasonable efforts to sell or transfer) or otherwise dispose of, or cause preserve intact the sale, transfer or disposition of (or agree to do any of present business organization and the foregoing) all or any portion of his Company Interests; or (ii) Mortgage, pledge or encumber (or permit to become encumbered) all or any portion of his Company Interests.relationships with Persons having business dealings with the Business; (b) From maintain the date hereof through Company’s and the ClosingSubsidiary’s books, accounts and records, in the Contributor shallusual, to the extent within his control, cause each regular and ordinary manner and consistent with past practice; (c) refrain from disposing of or encumbering any of the Company Company’s and the Entity to conduct its business Subsidiary’s material properties and assets, whether tangible or intangible other than in the ordinary course of business; (d) incur, consistent with past practiceassume or guaranty or otherwise become directly or indirectly responsible for the payment of any debt or obligation of any other Person other than amounts drawn under the Company’s revolving credit facility, and shall, to any vehicle lease payments or any other contract in effect as of the extent within his control, not permit date hereof; it being understood that the Company or the Entity, without the prior written consent may repay any portion of Acquirer, to:its revolving credit facility; (ie) Enter into not amend or modify or take any material transaction not affirmative action to terminate, any Material Contract other than in the ordinary course of business of such entity:business; (iif) Except for not issue any transfers contemplated Interests of the Company or capital stock of the Subsidiary; (g) not increase the compensation or benefits payable to its employees, officers, managers or directors, except in the Term Sheetaccordance with existing employment agreements, sellcollective bargaining agreements, transfer or dispose ofand Benefit Plans, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) any assets of such entity, except in the ordinary course of business consistent with past practice; (iiih) Mortgagenot enter into or amend any employment, pledge severance, termination or encumber other similar agreement, adopt any new employee benefit plan, program, agreement or arrangement or amend any existing Benefit Plan (except as may be required by applicable law), hire (except in connection with the hiring of any new employee earning less than $50,000.00 per year), or permit make any loans to become encumberedany of its officers, directors, employees, agents or consultants (other than loans made under a Benefit Plan qualified under Section 401(a) of the Code); (i) not grant any severance or termination pay to any current or former officer, director, employee, agent or consultant of the Company or the Subsidiary; (j) not grant any equity or equity-based awards (including, without limitation, any Interests or any outstanding rights or securities exercisable or exchangeable for or convertible into any equity interests of the Company); (k) redeem, purchase or otherwise acquire directly or indirectly any Interests, or any outstanding rights or securities exercisable or exchangeable for or convertible equity interests of the Company or the Subsidiary; (l) refrain from acquiring (by merger, consolidation or acquisition of stock or assets) any assets of such entitycorporation, limited liability company, partnership or other business organization or division thereof or any equity interest therein; (m) pay all Taxes or other debts in accordance with past custom and practice, refrain from making or changing any Tax election, refrain from filing any amended Tax Return, except (A) liens for taxes not due, (B) purchase money security interests with respect to the Company’s and the Subsidiary’s 2005 income tax returns if and to the extent such amended Tax Return is filed in the ordinary course of such entity's businessbusiness and is consistent with applicable law, refrain from entering into any closing agreement, settling or compromising any proceedings with respect to any Tax claim or assessment relating to the Company or its Subsidiary, refrain from surrendering any right to claim a refund of Taxes, and refrain from consenting to any extension or waiver of the limitations period applicable to any Tax claim or assessment relating to the Company or its Subsidiary; (Cn) mechanics' liens being disputed by not enter into any Material Contracts or any contract that would be required to be set forth on Schedule 2.7 if such entity contract were in good faith and by appropriate proceeding effect for the first six months of calendar year 2006, other than a contract with Prime Therapeutics LLC; (o) not acquire any assets other than in the ordinary course of such entity's business (provided such mechanics liens are released prior to or on the Closing Date at no cost to the Acquirer); (iv) Amend, modify or terminate any Lease, contract or other instruments relating to the Property to which such entity is a party, except in the ordinary course of the entity's business and consistent with past practice; (vp) Cause not declare, set aside or permit pay any dividend or distribute in the Entity form of assets or property (other than cash or cash equivalents) with respect to change the existing use equity of the PropertyCompany or the Subsidiary (including repurchases thereof); (viq) Cause not materially change their accounting methods or permit Tax principles, practices or policies; (r) not have any entity to enter into any new Lease or terminate any existing Lease except in capital expenditures outside the ordinary course of such entity's business consistent with past practicebusiness; (viis) Cause not amend or take any action that would render any authorize the amendment of the representations limited liability company agreement of the Company or warranties contained herein to be untrue in any material respectthe certificate of incorporation or bylaws of the Subsidiary; (viiit) Terminate except as otherwise contemplated herein, refrain from entering into any agreement with any Seller or amend any existing insurance policies affecting the Property that results in a material reduction in insurance coverage for the Property; (ix) Knowingly cause or permit such entity to violate or fail to use commercially reasonable efforts to cure any violation of any applicable laws; (x) Materially alter the manner of keeping such entity's books, accounts or records or the accounting methods therein reflected; or (xi) Except for any distributions contemplated in the Term Sheet, make any distribution to its members other than consistent with the prior practices of the entity. (c) From the date hereof until the Closing Date, the Contributor will afford to the officers and authorized representatives of the Acquirer access to all of the Contributor's, the Company's and the Entity's books and records and will furnish the Acquirer with such additional financial and operating data and other information as to the business and properties of the Company, the Contributor and the Entity as the Acquirer may from time to time reasonably request. (d) Affiliates. Notwithstanding anything to the contrary contained herein, any failure by the Contributor to comply with or fulfill the covenants contained in this Section 3.1 shall not constitute an indemnifiable claim under Section 3.4 4.1 or any other provision of this Agreement, but shall constitute an unfulfilled condition precedent pursuant at any time and from time to Section 5.1, provided such failure is identified time up to the Closing the Company and the Subsidiary may distribute by dividend or otherwise becomes known to all cash and cash equivalents of the Acquirer prior to ClosingCompany and its Subsidiary.

Covenants Pending Closing. (a) From Each of the Surviving Corporation and the Stockholders jointly and severally agree that from the date hereof until to the ClosingClosing Date, the Contributor shall not: (i) Sell, transfer (or agree to sell or transfer) or otherwise dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) all or any portion of his Company Interests; or (ii) Mortgage, pledge or encumber (or permit to become encumbered) all or any portion of his Company Interests. (b) From the date hereof through the Closing, the Contributor shall, to the extent within his control, cause each of the Company and the Entity to conduct its business in the ordinary course of business, consistent with past practice, and shall, to the extent within his control, not permit the Company or the Entity, without the prior written consent of Acquirer, to: (i) Enter into any material transaction not in the ordinary course of business of such entity: (ii) Except for any transfers contemplated in the Term Sheet, sell, transfer or dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) any assets of such entitySurviving Corporation will, except in the ordinary course of business or to the extent that the Company shall otherwise give its written consent, which shall not be unreasonably withheld or delayed: (a) Operate its business (including collection of the accounts receivable and payment of accounts payable) substantially as now operated and only in the ordinary course and, to the extent of and consistent with such operation, use its best efforts to preserve intact its present business organization and preserve its relationships with persons having business dealings with it; (b) Maintain all of the assets and properties related to its business in customary repair, order and condition, reasonable wear and tear and damage by unavoidable casualty excepted, and take all steps reasonably necessary to maintain its intangible assets, including, without limitation, its patents, trademarks, trade names and copyrights and any pending applications therefor; (c) Maintain its books, accounts and records, in the usual, regular and ordinary manner and in accordance with generally accepted accounting principles applied on a consistent basis and consistent with past practice; (iiid) MortgageExcept for Taxes contested in good faith, pledge pay all Taxes upon its properties, business and income as they become due; (e) Refrain from disposing of or encumber encumbering any of its properties and assets; (f) Maintain insurance upon its business and related assets and properties in respect of the kinds of risks customarily insured against, in accordance with its current practices; (g) Not do any act which would cause a breach of or permit to default under any Client Contract or other material contract, commitment or obligation; (h) Not declare or pay any dividends on or declare or make any other distribution, direct or indirect, on account of any shares of its capital stock, or redeem, retire, purchase or otherwise acquire, directly or indirectly, any shares of the Surviving Corporation Common Stock; (i) Not borrow any money, or incur, assume or guaranty or otherwise become encumbered) directly or indirectly responsible for the payment of any assets indebtedness or obligation of such entityany officer, except director, employee or agent or of any other person (A) liens other than the endorsement of negotiable instruments for taxes not due, (B) purchase money security interests deposit or collection or any other transactions in the ordinary course of such entity's business, business and (C) mechanics' liens being disputed by such entity in good faith and by appropriate proceeding in the ordinary course of such entity's business (provided such mechanics liens are released prior to or consistent with past practice under credit facilities existing on the Closing Date at no cost to the Acquirerdate hereof); (ivj) AmendNot fail to repay any obligation of the Surviving Corporation; (k) Not mortgage, modify pledge or terminate subject to lien, charge or encumbrance of any Leasekind, contract any of the Surviving Corporation's properties or other instruments relating assets, or assume to take any properties or assets subject to any liability; (l) Not settle any material litigation or consent to the Property entry of a judgment against the Surviving Corporation in the amount of $50,000 or more; (m) Not amend the Surviving Corporation's charter or Bylaws; (n) Not amend or modify in a manner materially adverse to the Surviving Corporation, or terminate, any Contract to which such entity the Surviving Corporation is a partyparty or pursuant to which the Surviving Corporation's assets may be bound; (o) Except as described on SCHEDULE 2.17, except not increase, or commit to increase, the direct or indirect compensation payable or to become payable to its officers or directors, or to any of its employees or Affiliates, or commit to make severance, bonus or special payments to any of such parties, upon a change in the ordinary course ownership or management or upon termination of such parties; (p) Not commit to make capital expenditures materially in excess of the entitySurviving Corporation's 2000 budget for capital expenditures, or make such expenditures; (q) Not amend, terminate or waive any material right with respect to its business; (r) Not adopt any new Benefit Plan or any amendment to any Benefit Plan to provide any new or additional programs, contracts or arrangements involving direct or indirect compensation to any of its officers, directors, employees, former employees, or any of their dependents or beneficiaries; (s) Not alter its operating policies and procedures; (t) Promptly advise the Company in writing of any material adverse change in its condition (financial or otherwise), assets, liabilities, earnings, business consistent or prospects, and provide the Company with past practiceall current financial data; (u) Promptly advise the Company in writing of the termination or threatened termination of any key employee of the Surviving Corporation; (v) Cause or permit Promptly advise the Entity to change the existing use Company of the Propertycommencement or threat of any suit, claim, action or litigation, alleged or actual breach of contract or any administrative, arbitration or other proceedings or governmental investigations or inquiries; (viw) Cause or permit any entity Duly comply with all laws applicable to enter into any new Lease or terminate any existing Lease except in it and to the ordinary course conduct of such entity's business consistent with past practice;its business; and (viix) Cause Not take, or commit to take, any action or fail to take or commit to refrain from taking any action that would render any as of the representations or warranties contained herein to be untrue in any material respect; (viii) Terminate or amend any existing insurance policies affecting the Property that results in a material reduction in insurance coverage for the Property; (ix) Knowingly cause or permit such entity to violate or fail to use commercially reasonable efforts to cure any violation of any applicable laws; (x) Materially alter the manner of keeping such entity's books, accounts or records or the accounting methods therein reflected; or (xi) Except for any distributions contemplated in the Term Sheet, make any distribution to its members other than consistent with the prior practices of the entity. (c) From the date hereof until the Closing Datebe in breach of, the Contributor will afford or cause a revision to the officers and authorized representatives of the Acquirer access to all of the Contributor's, the Company's and the Entity's books and records and will furnish the Acquirer with such additional financial and operating data and other information as to the business and properties of the Company, the Contributor and the Entity as the Acquirer may from time to time reasonably requestschedule provided for in SECTION 2.17 hereof. (d) Notwithstanding anything to the contrary contained herein, any failure by the Contributor to comply with or fulfill the covenants contained in this Section 3.1 shall not constitute an indemnifiable claim under Section 3.4 of this Agreement, but shall constitute an unfulfilled condition precedent pursuant to Section 5.1, provided such failure is identified to or otherwise becomes known to the Acquirer prior to Closing.