Common use of Operation of Buyer Clause in Contracts

Operation of Buyer. Following the Closing, ▇▇▇▇▇ ▇▇▇▇▇▇▇ will use ------------------ reasonable efforts to operate the Buyer in a manner consistent with the Transition Plan. ▇▇▇▇▇ ▇▇▇▇▇▇▇ will be provided operational control of Buyer during the period beginning on the Closing Date and ending on June 30, 2002, subject, however, to Parent's oversight with respect to financial and operational controls. Such operational control and oversight shall be exercised through the mechanism of the monthly Executive Committee meetings, as described below, in which ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have the right to participate. Notwithstanding any other provisions of this Agreement, ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not terminate any employee listed on Exhibit 1 of the Transition Plan for reasons other than cause, without the prior written consent of Parent, which consent shall not be unreasonably withheld. Until June 30, 2002, Parent agrees, except for charges for direct expenses actually incurred by Buyer, and those costs borne by Parent that directly relate to the operation of Buyer and which have been approved by the affirmative vote of ▇▇▇▇▇ ▇▇▇▇▇▇▇ through the Executive Committee process, not to charge Buyer for any additional corporate overhead costs. Parent also agrees not to add any business to or incur any costs in Buyer during this period without the consent of ▇▇▇▇▇ ▇▇▇▇▇▇▇, which consent will not be unreasonably withheld. Parent further agrees that, during this period, Buyer will be permitted to employ, at a minimum, a staff equivalent in job title and annual compensation to that set forth on Schedule 1.10, unless ------------- ▇▇▇▇▇ ▇▇▇▇▇▇▇ and Parent mutually agree in good faith, to reduce or increase the number of employees in a manner consistent with the needs of the business. Notwithstanding the foregoing, it is understood that if any employee listed on Schedule 1.10 is replaced by a newly hired employee, such newly hired employee ------------- will be compensated on no more favorable terms than Parent's current policies for persons of like position without Parent's consent unless the compensation is no higher than that which was paid to the replaced employee. In considering the reasonableness of withholding consent in any of such situations, the parties acknowledge that the purchase price for the Subject Assets, including the Contingent Payment set forth on Exhibit A, is based upon EBIT (as defined in --------- Exhibit A), and ▇▇▇▇▇ ▇▇▇▇▇▇▇' reasonable belief of the significance of the impact of any proposed action on Buyer's EBIT shall be considered when deciding the reasonableness of withholding consent. Buyer, Parent, Seller and Founders acknowledge that the purchase price for the Subject Assets is based upon an EBIT calculation and it is the intention of all of such parties that ▇▇▇▇▇ ▇▇▇▇▇▇▇ will be granted operational control of Buyer throughout the period ending on June 30, 2002, subject, however, to the following provisions. In no case shall this Section be deemed an authorization for Buyer to incur any borrowed indebtedness or leases without the authorization of Parent. Parent shall provide the Buyer with or arrange for such financing as the Buyer may require to conduct its operations, as mutually agreed by Parent and ▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to monthly Executive Committee reviews of the operations of the Buyer, but at a minimum at levels sufficient to allow the Buyer to conduct its operations in the ordinary course. In connection with said monthly reviews, Buyer shall provide Parent with monthly reports on the operational and financial condition of the Buyer. The review of the operational and financial conditions of Buyer shall not be limited to the monthly Executive Committee meetings. ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have the ability to raise specific concerns about the Buyer to the management of Parent whenever he deems it necessary. Notwithstanding the foregoing, Parent shall be entitled to exercise financial and operational control of Buyer to the extent necessary to prevent the operations of Buyer from contradicting in any significant way generally applicable policies of Parent or otherwise causing significant harm to Parent's reasonable interests; provided, however, that Parent shall not be authorized to take any such action unless Parent first provides ▇▇▇▇▇ ▇▇▇▇▇▇▇ with written notice thereof and ▇▇▇▇▇ ▇▇▇▇▇▇▇ fails to promptly take appropriate action within 30 days to remedy the situation. Based on Parent's knowledge of Seller's past practices, the continued operation of the Business as it has been operated by Seller in the past or as required by the Transition Plan, will not violate any generally applicable policies of Parent which would cause Parent to exercise the control provided to it in the preceding sentence.

Operation of Buyer. Following the Closing, ▇▇▇▇▇ ▇▇▇▇▇▇▇ the Stockholder will use ------------------ reasonable efforts to operate the Buyer in a manner consistent with the Transition Plan. ▇▇▇▇▇ ▇▇▇▇▇▇▇ The Stockholder will be provided with latitude in the operational control of Buyer during the period beginning on the Closing Date and ending on June 30May 31, 20022001, subject, however, to Parent's oversight with respect to financial and operational controls. Such operational control and oversight shall be exercised through the mechanism of the monthly Executive Committee meetingsUntil May 31, as described below, in which ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have the right to participate. Notwithstanding any other provisions of this Agreement, ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not terminate any employee listed on Exhibit 1 of the Transition Plan for reasons other than cause, without the prior written consent of Parent, which consent shall not be unreasonably withheld. Until June 30, 20022001, Parent agrees, except for charges for direct expenses actually incurred by Buyer, and those costs borne by Parent that directly relate to the operation of Buyer and which have been approved by the affirmative vote of ▇▇▇▇▇ ▇▇▇▇▇▇▇ through the Executive Committee process, not to charge Buyer for any additional general corporate overhead costsoverhead, management fees, administrative charges, or expense allocations without the consent of the Stockholder, which consent will not be unreasonably withheld. Parent also agrees not to add any business to or incur any costs in Buyer during this period without the consent of ▇▇▇▇▇ ▇▇▇▇▇▇▇the Stockholder, which consent will not be unreasonably withheld. Parent further agrees that, during this period, Buyer will be permitted to employ, at a minimum, a staff equivalent in job title and annual compensation to that set forth on in Schedule 1.10, unless ------------- ▇▇▇▇▇ ▇▇▇▇▇▇▇ and Parent mutually agree in good faith, to reduce or increase the number of employees in a manner consistent with the needs of the business2.14. Notwithstanding the ------------- foregoing, it is understood that if any employee listed on Schedule 1.10 2.14 is ------------- replaced by a newly hired employee, such newly hired employee ------------- will be compensated on no more favorable terms than Parent's current policies for persons of like position without Parent's consent unless the compensation is no higher than that which was paid to the replaced employeeconsent. In considering the reasonableness of withholding consent in any of such situations, the parties acknowledge that the purchase price for the Subject Assets, including the Contingent Payment set forth on Exhibit A, is based upon EBIT (as defined in --------- Exhibit A)and revenues, and ▇▇▇▇▇ ▇▇▇▇▇▇▇' --------- Stockholder's reasonable belief of the significance of the impact of any proposed action on Buyer's EBIT shall and revenues may be considered when deciding the reasonableness of withholding consent. Buyer, Parent, Seller Sellers and Founders Stockholder acknowledge that the purchase price for the Subject Assets is based upon an EBIT and revenue calculation and it is the intention of all of such parties that ▇▇▇▇▇ ▇▇▇▇▇▇▇ Stockholder will be granted operational control of Buyer throughout the period ending on June 30May 31, 2002, 2001 subject, however, to the following provisions. In no case shall this Section be deemed an authorization for Buyer to incur any borrowed indebtedness or leases without the authorization of Parent. Parent shall provide the Buyer with or arrange for such financing as the Buyer may require to conduct its operations, as mutually agreed by Parent and ▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to monthly Executive Committee reviews of the operations of the Buyer, but at a minimum at levels sufficient to allow the Buyer to conduct its operations in the ordinary course. In connection with said monthly reviews, Buyer shall provide Parent with monthly reports on the operational and financial condition of the Buyer. The review of the operational and financial conditions of Buyer shall not be limited to the monthly Executive Committee meetings. ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have the ability to raise specific concerns about the Buyer to the management of Parent whenever he deems it necessary. Notwithstanding the foregoing, Parent shall be entitled to exercise financial and operational control of Buyer to the extent necessary to prevent the operations of Buyer from contradicting in any significant way generally applicable policies of Parent or otherwise causing significant harm to Parent's reasonable interests; provided, however, that Parent shall not be authorized to take any such action unless Parent first provides ▇▇▇▇▇ ▇▇▇▇▇▇▇ Stockholder with written notice thereof and ▇▇▇▇▇ ▇▇▇▇▇▇▇ Stockholder fails to promptly take appropriate action within 30 days to remedy the situation. Based on Parent's knowledge of Seller's past practices, the continued operation of the Business as it has been operated by Seller in the past or as required by the Transition Plan, will not violate any generally applicable policies of Parent which would cause Parent to exercise the control provided to it in the preceding sentence.