Common use of Operation of Business Pending Closing Clause in Contracts

Operation of Business Pending Closing. (a) Prior to the Closing Date, except as set forth in subsection (b) below and except as necessary to effect the transactions contemplated by this Agreement, or except with the prior consent of Buyer, each of Premier and Premier New Orleans shall conduct its business in the usual and ordinary course as currently being conducted, and without limiting the generality of the foregoing clause, neither Premier nor Premier New Orleans shall do any of the following: (i) amend its articles of incorporation or bylaws, or merge, consolidate, liquidate or dissolve; (ii) issue any capital stock, any securities convertible or exchangeable into capital stock, or any options, warrants or rights with respect to capital stock, or split, subdivide or reclassify its capital stock; (iii) declare or pay any dividend or make any other distribution on its capital stock; (iv) increase the compensation or benefits of officers or employees of Premier or Premier New Orleans or pay any bonuses except for normal and customary increases made or bonuses paid or accrued in accordance with past practices; (v) create or incur any lien, encumbrance, mortgage, pledge, charge or security interest whatsoever on any of its properties; or, except for the issuance of insurance contracts or policies and the settlement of insurance claims in the ordinary course of business, incur or assume any guaranty or other liability to discharge an obligation of another, or incur or assume any obligations for money borrowed, or cancel or discount any material debt owed to it; (vi) enter into or terminate any Material Contract; (vii) make any expenditure for fixed assets in excess of $5,000 for any single item or $10,000 in the aggregate; (viii) do or fail to do anything that will cause a breach of, or default under, any Material Contract; or EXECUTION COPY (ix) make any change (whether or not material) in its accounting procedures, methods, policies or practices or the manner in which Premier or Premier New Orleans maintains its records. (b) Notwithstanding subsection (a) above, prior to the Effective Time, each of Premier and Premier New Orleans shall pay all accrued but unpaid bonuses owed by Premier and Premier New Orleans to their respective employees.