Common use of Operations Prior to the Closing Date Clause in Contracts

Operations Prior to the Closing Date. During the period from the Effective Date until the Closing, the Seller and the Buyer, as applicable, agree to perform the covenants set forth below. (a) Except as otherwise agreed to in writing by the Buyer, the Seller shall: (i) carry on the Business only in the ordinary course and consistent with past practices; (ii) keep and maintain the Purchased Assets in good operating condition and repair condition (ordinary wear and tear excepted); (iii) except as they may terminate in accordance with their respective terms (or by reason of a default committed by one or more of the other parties thereto), keep in full force and effect, and not cause a default of any of its obligations under, any Assumed Contracts and keep in full force and effect the insurance coverage in effect on the date hereof (unless a replacement policy with substantially equivalent coverage is obtained); and (iv) duly comply with all laws applicable to the conduct of the Business. (b) Except with the prior written consent of the Buyer, which consent shall not be unreasonably withheld, and as otherwise required or permitted by this Agreement, the Seller shall not directly or indirectly, do any of the following: (i) make any material change in the general nature of the Business, including but not limited to, making any material changes to its class schedules. The Seller will not offer any sales outside of the ordinary discounts currently offered; (ii) sell, lease (as lessor), transfer, surrender, abandon, or otherwise dispose of any of the Purchased Assets other than in the ordinary course of business consistent with past practices; (iii) grant or make any mortgage or pledge or subject any of the Purchased Assets to any Lien (other than Permitted Encumbrances); (iv) make, or agree to make, any distribution of the assets of the Business other than distributions of cash generated by the ordinary operations of the Business to the Seller and/or the Seller’s owners in the ordinary course of business consistent with past practice; (v) take any action that would reasonably be expected to have a Material Adverse Effect on the Business; (vi) Enter into any new fulfillment agreement or alter the existing fulfillment agreement with [*****] and [*****] without the express written approval of Buyer; or (vii) agree, whether in writing or otherwise, to do any of the foregoing.

Operations Prior to the Closing Date. During the period from the Effective Date until the ClosingSellers covenant and agree that, the Seller and the Buyer, as applicable, agree to perform the covenants set forth below. (a) Except as otherwise agreed to in writing by the Buyer, the Seller shall: except (i) carry on the Business only in the ordinary course and consistent with past practices; as expressly contemplated by this Agreement, (ii) keep and maintain the Purchased Assets in good operating condition and repair condition (ordinary wear and tear excepted); (iii) except as they may terminate in accordance with their respective terms (or by reason of a default committed by one or more of the other parties thereto), keep in full force and effect, and not cause a default of any of its obligations under, any Assumed Contracts and keep in full force and effect the insurance coverage in effect on the date hereof (unless a replacement policy with substantially equivalent coverage is obtained); and (iv) duly comply with all laws applicable to the conduct of the Business. (b) Except with the prior written consent of the Buyer, Buyer (which consent shall not be unreasonably withheldwithheld or delayed), and (iii) as required by the Bankruptcy Court or (iv) as otherwise required by Law, after the date of this Agreement and prior to the Closing Date, (a) Sellers shall use commercially reasonable efforts, taking into account Sellers status as debtors-in-possession in the Bankruptcy Cases, to (i) maintain and preserve the Acquired Assets in their present condition and, in the event of any loss, damage to or permitted by this Agreement, the Seller shall not directly or indirectly, do destruction of any of the followingAcquired Assets prior to the Closing, at Buyer’s sole option and to the extent practicable, replace, repair or restore such Acquired Assets, and (ii) preserve intact the websites for the Domain Names that constitute Acquired Assets and all systems necessary to maintain the condition and availability of such site as it was operated during the thirty (30) days prior to the date hereof, including ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/, except that the cart and e-commence capabilities have been disabled and (b) without limiting the generality of the foregoing, Sellers shall not: (i) make any material change in the general nature of the Businesssell, including but not limited to, making any material changes to its class schedules. The Seller will not offer any sales outside of the ordinary discounts currently offered; (ii) selllicense, lease (as lessor), transfer, surrender, abandon, transfer or otherwise dispose of of, or mortgage or pledge, or voluntarily impose or suffer to be imposed any of the Purchased Assets Encumbrance (other than Assumed Liabilities) on, any Acquired Asset; (ii) cancel or compromise any material claim or waive or release any material right, in the ordinary course of business consistent with past practices;each case, that is a claim or right related to an Acquired Asset; or (iii) grant enter into any agreement or make any mortgage or pledge or subject any of the Purchased Assets commitment to any Lien (other than Permitted Encumbrances); (iv) make, or agree to make, any distribution of the assets of the Business other than distributions of cash generated by the ordinary operations of the Business to the Seller and/or the Seller’s owners in the ordinary course of business consistent with past practice; (v) take any action that would reasonably be expected to have a Material Adverse Effect on the Business; (vi) Enter into any new fulfillment agreement or alter the existing fulfillment agreement with [*****] and [*****] without the express written approval of Buyer; or (vii) agree, whether in writing or otherwise, to do any of the foregoingprohibited by this Section 7.1.

Operations Prior to the Closing Date. During the period from the Effective Date until the ClosingExcept (w) as required by Requirements of Law, (x) as set forth on Schedule 5.4, (y) as otherwise expressly set forth in or required pursuant to this Agreement, the Seller and the Buyer, as applicable, agree to perform the covenants set forth below. (a) Except as otherwise agreed to in writing by the BuyerMSR Purchase Agreement, the Seller shall: Mortgage Loan Purchase Agreement or the Pipeline Agreements or (iz) carry on the Business only in the ordinary course and consistent with past practices; (ii) keep and maintain the Purchased Assets in good operating condition and repair condition (ordinary wear and tear excepted); (iii) except as they may terminate in accordance with their respective terms (or by reason of a default committed by one or more of the other parties thereto), keep in full force and effect, and not cause a default of any of its obligations under, any Assumed Contracts and keep in full force and effect the insurance coverage in effect on the date hereof (unless a replacement policy with substantially equivalent coverage is obtained); and (iv) duly comply with all laws applicable to the conduct of the Business. (b) Except with the prior written consent approval of the Buyer, Buyer (which consent approval shall not be unreasonably withheld, conditioned or delayed), Seller shall, and shall cause its Subsidiaries to, operate and carry on the Business only (A) in the ordinary course consistent with past practice and (B) in compliance with applicable Requirements of Law. Without limiting the generality of the foregoing, except as otherwise required set forth on Schedule 5.4 or permitted by this Agreementwith the written approval of Buyer (which, solely in the case of clauses (d) and (h), shall not be unreasonably withheld, conditioned or delayed), Seller shall not, and shall cause its Subsidiaries not directly or indirectly, do any of the following: to: (ia) make any material change in the general nature of the Business; (b) make any advances, capital contributions, investments or capital expenditures, including but to or in any Subsidiaries or Affiliates of Seller, other than capital expenditures that do not limited to, making exceed $250,000 in the aggregate; (c) enter into any material changes to Contract for the purchase or lease of real property other than real property that would constitute Mortgage Assets under the Mortgage Loan Purchase Agreement; (d) initiate or settle any Action (i) for amounts payable by Seller and its class schedules. The Seller will not offer any sales outside Subsidiaries in excess of $250,000 in the ordinary discounts currently offered; aggregate or (ii) sellthat would bind, lease (as lessor), transfer, surrender, abandon, or otherwise dispose of any of the Purchased Assets other than in the ordinary course of business consistent with past practices; (iii) grant or make any mortgage or pledge or subject any of the Purchased Assets to any Lien impose relief (other than Permitted Encumbrances); (ivmonetary damages) makeon or require ongoing compliance by or with respect to, or agree to makeBuyer, any distribution of the assets of the Business other than distributions of cash generated by the ordinary operations of the Business to the Seller and/or the Seller’s owners in the ordinary course of business consistent with past practice; (v) take any action that would reasonably be expected to have a Material Adverse Effect on the Business; (vi) Enter into any new fulfillment agreement or alter the existing fulfillment agreement with [*****] and [*****] without the express written approval of Buyer; or (vii) agree, whether in writing or otherwise, to do any of the foregoing.of

Operations Prior to the Closing Date. During the period from the Effective Date until the Closing, the Seller and the Buyer, as applicable, agree to perform the covenants set forth below. (a) Except as otherwise agreed Seller shall use its commercially reasonable efforts to, and to in writing by cause the BuyerCompanies to, the Seller shall: (i) operate and carry on the Business only in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with past practices; (ii) keep and maintain good business practice, to preserve the Purchased Assets in good operating condition and repair condition (ordinary wear and tear excepted); (iii) except as they may terminate in accordance with their respective terms (or by reason of a default committed by one or more goodwill of the other parties thereto)suppliers, keep in full force contractors, licensors, employees, customers, distributors and effect, and not cause a default of any of its obligations under, any Assumed Contracts and keep in full force and effect the insurance coverage in effect on the date hereof (unless a replacement policy others having business relations with substantially equivalent coverage is obtained); and (iv) duly comply with all laws applicable to the conduct of the Business. (b) Except Notwithstanding Section 7.4(a), except as set forth in Schedule 7.4, except as contemplated by this Agreement or except with the prior express written consent approval of the Buyer, Buyer (which consent Buyer agrees shall not be unreasonably withheldwithheld or delayed), and as otherwise required or permitted by this Agreement, the Seller shall not directly or indirectly, do any (in respect of the followingBusiness), and shall not permit the Companies (in respect of the Business), to: (i) make any material change in the general nature Business or their operations, except such changes as may be required to comply with any applicable Requirements of the Business, including but not limited to, making any material changes to its class schedules. The Seller will not offer any sales outside of the ordinary discounts currently offeredLaw; (ii) sell, lease (as lessor), transfer, surrender, abandon, purchase or otherwise dispose of acquire any of assets or make any capital expenditures constituting Assets, in each case that are material, individually or in the Purchased Assets aggregate, to the Business as a whole (other than (A) purchases of inventory in the ordinary course of business consistent with past practicespractice, (B) capital expenditures contemplated by the 2005 Seller Capital Budget, (C) capital expenditures required under any Real Estate Agreement or Lease Agreement for capital improvements that are not controlled exclusively by Seller or any of the Companies, (D) capital expenditures required by any Governmental Body and (E) such capital expenditures not covered by clauses (A) through (D) above that do not exceed $1,000,000 in the aggregate); (iii) grant or make exercise any mortgage or pledge or subject any of the Purchased Assets option to any Lien (other than Permitted Encumbrances)extend a lease listed in Exhibit F; (iv) makecreate, incur or assume, or agree to makecreate, incur or assume, any distribution indebtedness for borrowed money with respect to the Business (other than money borrowed or advances from any of its Affiliates in the ordinary course of business) or grant any Encumbrance with respect to the Assets, in each case other than Permitted Encumbrances, Permitted Real Property Exceptions and Encumbrances imposed by the Credit Agreement; (v) transfer any material assets (other than cash in excess of Register and Store Safe Cash prior to the Effective Time) to any Affiliate other than a Company or Seller; (vi) institute any material increase in the benefits available in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan with respect to employees of the assets Business, other than as expressly required by the terms of any such plan as in effect on the date of this Agreement or Requirements of Law; (vii) (A) grant to any Key Employee any increase in compensation or other benefits (including any bonus, severance or retention agreements) or grant to any employee of the Business any material increase in compensation or other than distributions of cash generated by benefits (including any bonus, severance or retention agreements) except as may be required under existing agreements set forth in Schedule 5.5 or in the ordinary operations course of business consistent with past practice or (B) designate any employee of the Business as a participant in the Severance Pay Plan pursuant to Section 2.A(ii) of the Severance Pay Plan; (viii) enter into or amend any collective bargaining agreement; (ix) acquire by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, any business or any corporation, partnership, association or other business organization or division thereof; (x) sell or otherwise dispose of any assets that are material, either individually or in the aggregate, to the Business (other than sales of inventory in the ordinary course of business consistent with past practice); (xi) materially adversely modify or amend any Business Agreement; (xii) make any material change in the accounting methods or policies applied in the preparation of the Financial Statements, unless such change is required by GAAP; (xiii) intentionally waive in writing any right of any material value of or with respect to the Business; (xiv) enter into any material agreement, contract or arrangement with any of its Affiliates relating to the Business that is being assigned to or assumed by Buyer under this Agreement; (xv) create any new gift certificate, gift card, merchandise voucher, coupon or refund program for the Business or amend in any material respect the Seller and/or the Seller’s owners Gift Programs, in each case, other than in the ordinary course of business consistent with past practice; (vxvi) take create any action that would reasonably be expected to have a Material Adverse Effect on new return policy for merchandise purchased from the BusinessBusiness or amend in any material respect the Seller Return Policies; (vixvii) Enter into prior to July 5, 2005 (A) place any new fulfillment agreement orders for spring 2006 merchandise bearing the private label brands of Seller and other brands owned by third parties licensed to Seller ("Private Brand Merchandise") or alter the existing fulfillment agreement with [*****] and [*****] without the express written approval of Buyer(B) place any fill-in orders for Private Brand Merchandise for delivery after November 15, 2005; or (viixviii) agree, whether in writing or otherwise, agree to do any of the foregoing.

Operations Prior to the Closing Date. During the period from the Effective Date until the Closing, the Seller and the Buyer, as applicable, agree to perform the covenants set forth below. (a) Except as otherwise agreed to in writing by the Buyer, the Seller shall: (i) set forth in Schedule 7.4, (ii) expressly contemplated by this Agreement (including the plan of reorganization as detailed in Schedule 7.6)), (iii) with the written approval of Buyer (not to be unreasonably withheld, conditioned or delayed) or (iv) as may be required to comply with any applicable Requirements of Law, Seller Parent shall, and shall cause each of the Business Subsidiaries and Asset Sellers to, use its reasonable best efforts (i) to operate and carry on the Business only in the ordinary course and consistent with past practices; substantially as operated immediately prior to the date of this Agreement and (ii) keep and maintain to preserve the Purchased Assets in good operating condition and repair condition (ordinary wear and tear excepted); (iii) except as they may terminate in accordance with their respective terms (or by reason of a default committed by one or more goodwill of the other parties thereto)suppliers, keep in full force contractors, licensors, employees, customers, distributors and effect, and not cause a default of any of its obligations under, any Assumed Contracts and keep in full force and effect the insurance coverage in effect on the date hereof (unless a replacement policy others having business relations with substantially equivalent coverage is obtained); and (iv) duly comply with all laws applicable to the conduct of the Business. (b) Except Notwithstanding Section 7.4(a), except (A) as set forth in Schedule 7.4, (B) as expressly contemplated by this Agreement (including the plan of reorganization as detailed in Schedule 7.6)), (C) with the prior written consent approval of the Buyer, which consent shall Buyer (not to be unreasonably withheld, and conditioned or delayed) or (D) as otherwise may be reasonably required or permitted by this Agreementto comply with any applicable Requirements of Law, Seller Parent shall cause the Asset Sellers (with respect to the Business), the Seller shall Business Subsidiaries and the Aon India Affiliates (with respect to the Business) not directly or indirectly, do any of the followingto: (i) make any material change in the general nature of the Business, including but not limited to, making any material changes to its class schedules. The Seller will not offer any sales outside of the ordinary discounts currently offered; (ii) sellpurchase or otherwise acquire any assets or make any capital expenditures in excess of $8,000,000 in the aggregate per month (other than (A) in the ordinary course of business or (B) as required by any Governmental Body); (iii) grant to any Business Employee any increase in cash compensation, lease other than in the ordinary course of business and consistent with past practice or pursuant to existing contractual commitments or applicable Requirements of Law; (as lessor)iv) create, transfer, surrender, abandonincur or assume, or otherwise dispose of agree to create, incur or assume, any indebtedness for borrowed money (other than money borrowed or advances from any of the Purchased Assets other than their respective Affiliates in the ordinary course of business consistent with past practices; (iiipractice) grant or make any mortgage that will be settled or pledge repaid in full, or subject any of the Purchased Assets canceled or terminated, at or prior to any Lien (other than Permitted EncumbrancesClosing); (ivv) makeinstitute any increase in benefits (including any severance or termination pay) provided pursuant to, or agree enter into, amend, adopt or terminate, a Seller Benefit Plan, including establishing or amending any Business Subsidiary Plan or, with respect to makeContinuing Employees, establishing or amending any distribution Seller Benefit Plan, accelerating the vesting or payment of, or funding or in any other way securing the payment, compensation or benefits under any Seller Benefit Plan, other than (x) as required by any such plan or Requirements of Law, (y) any change, acceleration, vesting, funding or securing, or establishment of a plan that is generally applicable to employees of Seller Parent and its Affiliates or (z) in the ordinary course of business; (vi) terminate, transfer or modify the job responsibilities of (i) any Business Employee as of the assets date of this Agreement in a manner that would result in such Person no longer meeting the definition of Business Employee (except for terminations for cause in the ordinary course of business and consistent with past practices); or (ii) a Retained Employee as of the date of this Agreement in a manner that would result in such Person becoming a Business other than distributions Employee; (vii) hire any new Business Employees or engaged any new independent contractors in the Business, having an annual base salary and cash incentive compensation opportunity that exceeds $125,000 or terminate the employment or service of any Former Business Employee with an annual base salary and cash generated by the ordinary operations of the Business to the Seller and/or the Seller’s owners incentive compensation that exceeds $125,000, unless such unless such hiring, engagement or termination was in the ordinary course of business consistent with past practice; (vviii) take (A) enter into, modify, amend, or terminate any action collective bargaining agreement, works council agreement, or any other labor-related agreements or arrangements with any labor union, labor organization or works council or (B) recognize or certify any labor union, labor organization, works council, or group of employees as the bargaining representative for any Business Employees; (ix) implement any Business Employee layoffs that create any notice or other obligation under the WARN Act; (x) acquire by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, any business or any corporation, partnership, association or other business organization or division thereof; (xi) sell, lease, transfer, assign, license, mortgage or otherwise subject to an Encumbrance (except Permitted Encumbrances), permit to lapse or expire, dedicate to the public or otherwise dispose of any Purchased Assets (other than cash or cash equivalents) that are material, either individually or in the aggregate, to the Business; (xii) disclose any Business Trade Secrets, other than pursuant to written confidentiality agreements entered into in the ordinary course of business and including reasonable protections of such Business Trade Secrets; (1) adversely modify, amend or terminate any Business Agreement other than in the ordinary course of business (it being acknowledged and agreed that renewals of Business Agreements occur routinely and any such renewal that would not reasonably be expected to have a Material Adverse Effect shall be deemed to have occurred in the ordinary course of business), (2) waive, release, or assign any material rights or claims of Seller Parent or any Selling Party primarily relating to the Business or the Purchased Assets, other than waivers or releases thereof in the ordinary course of business, (3) enter into any new Contract that would be a Business Agreement that would be a Purchased Asset and pursuant to its terms cannot be assigned to Buyer or that contains a change of control provision in favor of the other party or parties thereto or would otherwise require a payment or give use to any right to such other party or parties on connection with any transaction contemplated by this Agreement or (4) agree to provide any Cross Segment Service (as such term is defined in the Subcontract Agreement) other than in the ordinary course of business; (xiv) waive or amend any confidentiality agreement between Seller Parent or any Selling Party and any Person to the extent such waiver or amendment adversely affects the confidentiality of material information related to the Business in a manner that would reasonably be expected to be adverse to the Business, taken as a whole; (xv) make any change in the Business’s financial accounting principles, policies and practices applied in the preparation of the Financial Statements, except insofar as may have been required by any Requirements of Law or change in GAAP or to the extent made with respect to the Retained Business; (vixvi) Enter settle or compromise any pending or threatened actions, suits or proceedings primarily relating to the Business involving (i) any limitations on or requirements of conduct of to the Business that would reasonably be expected to materially harm the Business or (ii) payment to or by the Business in excess of $1,000,000 in any single instance or in excess of $5,000,000 in the aggregate; (xvii) with respect to the Business Subsidiaries only, make any material change in its certificate of incorporation or formation or by-laws or operating agreement (or similar organizational documents) or issue any capital stock or equity securities (or securities exchangeable, convertible or exercisable for capital stock or equity securities); (xviii) make or change any material Tax election, change any annual Tax accounting period, adopt or change any material method of Tax accounting, amend any material Tax Returns or file any claims for material Tax refunds, enter into any closing agreement relating to Taxes or obtain or request any Tax ruling, settle any material Tax claim, audit or assessment or surrender any right to claim a material Tax refund, offset or other reduction in Tax liability or consent to or request any extension or waiver of the limitation period applicable to any Tax claim; (xix) construct, build, acquire or lease any new fulfillment agreement data center, including by acquiring, moving or alter setting up any existing or new technology hardware or software (provided, that, for the avoidance of doubt, the foregoing shall not restrict ordinary course maintenance of existing fulfillment agreement with [*****] and [*****] without the express written approval of Buyerdata centers); or (viixx) agree, whether in writing authorize or otherwise, agree to do any of the foregoing. Nothing in this Section 7.4 shall be deemed to limit the transfer of Excluded Assets from the Business Subsidiaries prior to the Closing.

Operations Prior to the Closing Date. During (a) Each Seller shall use its commercially reasonable efforts to, and to cause the period from Acquired Companies to, operate and carry on the Effective Date until Business in the Closingordinary course consistent with past practice and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, each Seller shall use its commercially reasonable efforts to, and shall cause the Seller Acquired Companies to use their commercially reasonable efforts to, preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors of the Acquired Companies and others having business relations with the Buyer, as applicable, agree to perform the covenants set forth belowAcquired Companies. (ab) Except Without limiting the generality of Section 7.4(a), except as otherwise agreed to set forth in writing Schedule 7.4, as expressly contemplated by this Agreement or with the Buyerexpress written approval of Buyer (which Buyer agrees shall not be unreasonably withheld, conditioned or delayed), Sellers shall cause the Seller shallAcquired Companies not to: (i) carry on purchase or otherwise acquire any assets or make any capital expenditures, in each case that are material, individually or in the aggregate, to the Business only (other than capital expenditures that do not exceed $500,000 individually or $2,000,000 in the ordinary course and consistent with past practicesaggregate); (ii) keep and maintain sell, lease, license, convey, abandon or otherwise transfer or dispose of any assets, properties or interests of any of the Purchased Assets Acquired Companies that are material, either individually or in good operating condition and repair condition the aggregate, to the Business (other than the sale of inventory in the ordinary wear and tear exceptedcourse of business consistent with past practice); (iii) make any loan, advance or capital contribution to, or investment in, any third party; (iv) other than in the ordinary course of business, create or otherwise incur any Encumbrance, other than Permitted Encumbrances, on any material property or asset; (v) settle, or offer or propose to settle, (i) any material Proceeding involving the Business or any Acquired Company, except where the amount paid in settlement or compromise does not exceed the greater of (x) the amount of any reserves reflected in the Financial Statements in respect of such Proceeding, (y) the aggregate coverage provided for under any insurance policy in respect of such Proceeding, or (z) $500,000, in each case, as long as such settlement or compromise does not (A) impose any equitable relief on, or require the admission of wrongdoing by, any Acquired Company, Buyer or its Affiliates, or (B) restrict the ability of the Buyer to conduct the Business following the Closing, or (ii) any Proceeding relating to the transactions contemplated by this Agreement; (vi) transfer any material assets to Sellers or any of their respective Affiliates (other than the Acquired Companies); (vii) make any material changes to credit or collections practices; (viii) create, incur or assume or agree to create, incur or assume any Indebtedness (other than money advanced from Sellers or any Affiliate of Sellers in the ordinary course of business and in a manner consistent with past practice, all of which shall be repaid, cancelled or discharged in full prior to the Closing); (ix) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization of any Acquired Company; (x) materially increase the benefits provided under any Plan to any current or former employee of the Acquired Companies, or any current Transferring Employee, other than as required by the terms of any Plan or Contract or pursuant to Requirements of Law; (xi) materially increase the base salary, wages or bonus opportunity of any employee of the Acquired Companies, or any Transferring Employee, with an annual base salary of more than $150,000, except as they may required by the terms of any Plan or Contract or pursuant to Requirements of Law; (xii) establish, adopt, materially amend or terminate in accordance with their respective terms any Plan (or by reason of any arrangement that would be a default committed by one or more of the other parties thereto), keep in full force and effect, and not cause a default of any of its obligations under, any Assumed Contracts and keep in full force and effect the insurance coverage Plan if in effect on the date hereof (unless a replacement policy of this Agreement), except as required or advisable to comply with substantially equivalent coverage is obtained); andRequirements of Law; (ivxiii) duly comply with all laws applicable hire any new employee to the conduct of work in the Business., unless such hiring is in the ordinary course consistent with past practice and is with respect to employees having an annual base salary and incentive compensation opportunity not to exceed $150,000; (bxiv) Except with the prior written consent of the Buyer, which consent shall not be unreasonably withheld, and as otherwise unless required or permitted by this Agreement, transfer employees or other service providers into or out of the Seller shall not Acquired Companies; (xv) implement any employee layoffs that could implicate the WARN Act; (xvi) acquire by merging or consolidating with, or by purchasing a substantial portion of the capital stock or assets of, directly or indirectly, do any business or any corporation, partnership, association or other business organization or division thereof; (xvii) terminate, materially adversely modify or amend any Material Contract or enter into any Contract that would be a Material Contract if in existence as of the following:date hereof; (ixviii) terminate, materially adversely modify, amend or exercise any option to extend a Lease Agreement, or enter into any Contract that would be a Lease Agreement if in existence as of the date hereof; (xix) make any material change in the general nature accounting methods or policies of the BusinessAcquired Companies, including but not limited tounless such change is required by GAAP or applicable Requirements of Law, making or take any material changes to its class schedules. The Seller will not offer any sales outside action that would constitute a breach of the ordinary discounts currently offeredSection 5.6(h); (iixx) authorize for issuance, issue, deliver or sell, lease or create any Encumbrance (as lessor), transfer, surrender, abandonthat will not be removed prior to Closing) over, or otherwise dispose amend the terms of, or agree or commit to issue, sell or, deliver, or create any Encumbrance (that will not be removed prior to Closing) over, or amend the terms of, or grant any options, warrants, or other rights to purchase or obtain any securities of any of the Purchased Assets Acquired Companies, other than the issuance of any securities to any of the other Acquired Companies; (xxi) (A) delay or postpone any payment of any accounts payable or other payables or expenses (other than in the ordinary course of business consistent with past practices; practice), (iiiB) grant accelerate the collection of accounts receivable or make cash contributions of any mortgage or pledge or subject any of the Purchased Assets to any Lien type (other than Permitted Encumbrances); (iv) make, or agree to make, any distribution of the assets of the Business other than distributions of cash generated by the ordinary operations of the Business to the Seller and/or the Seller’s owners in the ordinary course of business consistent with past practice) or (C) ship products ahead of normally maintained schedules or shipping dates or otherwise accelerate sales or sell products in quantities that are outside of the ordinary course of business relative to the last two (2) years of sales of such products or engage in any practice that could reasonably be considered “channel stuffing” or “trade loading”; (vxxii) take other than supply arrangements in the ordinary course of business consistent with past custom and practice (including with respect to quantity, quality and frequency), enter into any action that would reasonably be expected to have a Material Adverse Effect on material transaction with any Affiliate of the BusinessSeller; (vixxiii) Enter into authorize or effect any new fulfillment agreement or alter amendment to the existing fulfillment agreement with [*****] and [*****] without Organizational Documents of the express written approval of BuyerAcquired Companies; or (viixxiv) agreeapprove, whether in writing resolve or otherwise, agree to do any of the foregoing.

Operations Prior to the Closing Date. During the period from the Effective Date until (a) Prior to the Closing, each Seller shall cause the Seller Acquired Companies to operate and the Buyer, as applicable, agree to perform the covenants set forth below. (a) Except as otherwise agreed to in writing by the Buyer, the Seller shall: (i) carry on the Business only in the ordinary course and consistent with past practices; (ii) keep practice and maintain the Purchased Assets in good operating condition and repair condition (ordinary wear and tear excepted); (iii) except substantially as they may terminate in accordance with their respective terms (or by reason of a default committed by one or more of the other parties thereto), keep in full force and effect, and not cause a default of any of its obligations under, any Assumed Contracts and keep in full force and effect the insurance coverage in effect on operated immediately prior to the date hereof (unless a replacement policy with substantially equivalent coverage is obtained); and (iv) duly comply with all laws applicable to the conduct of the Businessthis Agreement. (b) Except Without limiting the generality of Section 7.4(a), except as set forth in Schedule 7.4, as required by applicable Requirements of Law, as expressly contemplated by this Agreement or with the prior written consent of the Buyer, Buyer (which consent Buyer agrees shall not be unreasonably withheld, and as otherwise required conditioned or permitted by this Agreementdelayed), Sellers shall cause the Seller shall Acquired Companies, other than in the ordinary course of business, not directly or indirectly, do any of the followingto: (i) purchase or otherwise acquire any assets or make any material change capital expenditures, in each case that are material, individually or in the general nature of aggregate, to the Business, including but Business (other than capital expenditures that do not limited to, making any material changes to its class schedules. The Seller will not offer any sales outside of exceed $500,000 individually or $1,500,000 in the ordinary discounts currently offeredaggregate); (ii) sell, lease (as lessor), transfer, surrender, abandon, or otherwise transfer or dispose of any assets of any of the Purchased Assets Acquired Companies (including to Sellers and their Affiliates (other than the Acquired Companies)) that are material, either individually or in the aggregate, to the Business (other than the sale of inventory in the ordinary course of business consistent with past practicesand other than the disposition of obsolete assets or other assets not used in the Business during the twelve (12) months preceding the date hereof); (iii) grant or make any mortgage or pledge or subject any of the Purchased Assets loan to any Lien (other than Permitted Encumbrances)third party; (iv) makematerially increase the base salary, wages or agree to make, bonus opportunity of any distribution employee of the assets Acquired Companies with an annual base salary of the Business other more than distributions of cash generated $150,000, except as required by the ordinary operations terms of the Business any Plan or Contract or pursuant to the Seller and/or the Seller’s owners in the ordinary course Requirements of business consistent with past practiceLaw; (v) take establish, adopt or terminate any action that would reasonably be expected Company Plan, or materially increase the benefits provided under any Company Plan to have a Material Adverse Effect on any current or former employee of the BusinessAcquired Companies, in each case other than as required by the terms of such Company Plan or Contract or applicable Requirements of Law; (vi) Enter into acquire by merging or consolidating with, or by purchasing a substantial portion of the capital stock or assets of, directly or indirectly, any new fulfillment agreement business or alter any corporation, partnership, association or other business organization or division thereof; (vii) terminate or adversely amend in any material respect, or exercise any option to extend, any Lease Agreement; (viii) make any material change in the existing fulfillment accounting methods or policies of the Acquired Companies (including in its cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits), unless such change is required by GAAP or applicable Requirements of Law; (ix) issue, deliver or sell any securities of any of the Acquired Companies, other than the issuance of any securities to any of the other Acquired Companies; (x) amend the Organizational Documents of the Acquired Companies; (xi) accelerate, terminate, materially modify or cancel any material Contract (including any Material Contract) to which any of the Acquired Companies is a party or by which it is bound; (xii) hire or promote any person as or to (as the case may be) the position of an officer of any Acquired Company; (xiii) adopt, modify or terminate any: (i) employment, severance, retention or other agreement with [*****] and [*****] without any current or former employee, officer, director, independent contractor or consultant, or (ii) collective bargaining or other agreement with a union, in each case whether written or oral; (xiv) enter into a new line of business or abandon or discontinue any existing lines of business; (xv) adopt any plan of merger, consolidation, reorganization, liquidation or dissolution or file of a petition in bankruptcy under any provisions of federal or state bankruptcy law or consent to the express written approval filing of Buyerany bankruptcy petition against it under any similar Requirements of Law; or (viixvi) agree, whether in writing or otherwise, agree to do any of the foregoing.