Common use of Operations Prior to the Closing Clause in Contracts

Operations Prior to the Closing. (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of Buyer, from the date hereof until the Closing Date, Seller will (i) conduct the operations of the Facility and will manufacture the SLC Products only in the ordinary course consistent with past practices, (ii) use commercially reasonable efforts to retain the services of the present key Employees located at the Facility, and (iii) use commercially reasonable efforts to preserve the relationships with the customers and distributors with respect to the SLC Products and the Facility's suppliers. (b) Except as otherwise expressly contemplated by this Agreement, from the date hereof until the Closing Date, the Seller will not do any of the following without the prior written consent of the Buyer: (i) sell, transfer, lease, exchange or otherwise dispose of, whether by merging, consolidating or in any other manner, or voluntarily grant any material Encumbrance with respect to, any material Acquired Asset or the Facility, except for sales of (A) inventories and assets in the ordinary course of business consistent with past practice and (B) worn out or obsolete property in the ordinary course of business consistent with past practice; (ii) take or cause to be taken any action or omit to take or cause any action to be taken that could reasonably be expected to result in any of the representations or warranties of Seller contained herein becoming, at the Closing Date, untrue or inaccurate in any material respect; (iii) enter into, renew, modify, amend or terminate any material Contract listed on Schedule 2.1(c) or waive, delay the exercise of, release or assign any material rights or claims thereunder; or (iv) agree in writing to take any of the foregoing actions set forth in this Section 6.1(b). (c) Notwithstanding the provisions of Section 6.1(a) and Section 6.1(b), at any time before the Closing Date, Seller may remove any Excluded Asset from the Facility so long as such Excluded Asset can be removed without damage to the Facility, the Acquired Assets and the building and so long as the act of removal will not interfere with Buyer's manufacture of SLC Products at the Facility after the Closing Date

Operations Prior to the Closing. (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of Buyer, from the date hereof until the Closing Date, Seller will as described in Schedule 6.5, (i) conduct Seller shall operate and carry on the operations of the Facility and will manufacture the SLC Products Operations only in the ordinary course consistent and substantially as presently operated, and in compliance with past practicesall Requirements of Laws, Governmental Orders, and the binding agreements, covenants and restrictions applicable thereto; (ii) Seller shall keep and maintain the Purchased Assets in reasonably good operating condition and repair (reasonable wear and tear excepted) and, except to the extent specifically agreed to in writing by Buyer, shall use commercially reasonable efforts to retain maintain the services business organization of the present key Employees located at Operations intact and to preserve the Facilitygoodwill of the suppliers, contractors, employees, customers and other Persons having business relations with the Operations to the extent necessary to continue to conduct the Operations and In furtherance of the foregoing subsection, and without limitation thereof, except as expressly contemplated by this Agreement or except with the express written approval of Buyer, Seller shall (i) use the Purchased Assets in the usual, regular and ordinary course and in substantially the same manner as heretofore used, (ii) continue to make payments when due and not slow down those payments as compared to its normal payment procedures and to perform its obligations under the leases, contracts, commitments and other agreements included in the Purchased Assets, (iii) use commercially reasonable efforts maintain insurance against loss or damage to preserve the relationships with the customers Purchased Assets and distributors such other insurance with respect to the SLC Products and the Facility's suppliers.Purchased Assets as has heretofore been maintained, (biv) Except as otherwise expressly contemplated by this Agreement, from the date hereof until the Closing Date, the Seller will not do any of the following without the prior written consent of the Buyer: (i) sell, transfer, lease, exchange or otherwise dispose of, whether by mergingencumber or enter into any agreement for the sale, consolidating disposition or in encumbrance of, all or any other manner, or voluntarily grant any material Encumbrance with respect to, any material Acquired Asset or part of the FacilityPurchased Assets, except for sales of (A) inventories and assets in the ordinary course of business consistent with past practice and (B) worn out or obsolete property in the ordinary course of business consistent with past practice;, (iiv) take with respect to any employee who is or cause to be taken any action or omit to take or cause any action to be taken that could reasonably be expected to result in any of the representations or warranties of Seller contained herein becoming, at the Closing Date, untrue or inaccurate in any material respect; (iii) enter into, renew, modify, amend or terminate any material Contract would thereby become Regular Personnel listed on Schedule 2.1(c) 7.1, not enter into any employment contract or, except in the ordinary course of business, increase any such employee's compensation or waivebenefits, delay the exercise of, release or assign any material rights or claims thereunder; orand (ivvi) agree in writing to take not enter into any of the foregoing actions set forth in this Section 6.1(b). (c) Notwithstanding the provisions of Section 6.1(a) and Section 6.1(b), at any time before the Closing Date, Seller may remove any Excluded Asset from the Facility so long as such Excluded Asset can be removed without damage contracts or commitments with respect to the Facility, Operations not in the Acquired Assets and ordinary course of business that involve receipt or payment of more than $50,000 in the building and so long as the act of removal will not interfere with Buyer's manufacture of SLC Products at the Facility after the Closing Dateaggregate.

Operations Prior to the Closing. (a) Except as expressly contemplated by this Agreement, (i) Seller shall operate and carry on the Operations only in the ordinary course and substantially as presently conducted, and in compliance with all Requirements of Laws, Governmental Orders, and the binding agreements, covenants and restrictions applicable thereto; (ii) Seller shall keep and maintain the Purchased Assets in reasonably good operating condition and repair and, except to the extent specifically agreed to in writing by Buyer, shall use commercially reasonable efforts to maintain the business organization of the Operations intact and to preserve the goodwill of the suppliers, contractors, employees, customers and other Persons having business relations with the Operations, and (iii) Seller shall not (A) transfer or cause to be transferred from or to Seller any Regular Personnel without the prior written approval of Buyer, except for voluntary transfers requested by any Regular Personnel, or (B) otherwise attempt to persuade any Regular Personnel to terminate his or her relationship with the Operations. (b) In furtherance of the foregoing subsection, and without limitation thereof, except as expressly contemplated by this Agreement or except with the prior written consent approval of Buyer, from the date hereof until the Closing Date, Seller will shall (i) conduct use the operations of the Facility and will manufacture the SLC Products only Purchased Assets in the usual, regular and ordinary course consistent with past practicesand in substantially the same manner as heretofore used, (ii) use commercially reasonable efforts continue to retain the services of the present key Employees located at the Facilitymake payments when due and not slow down those payments as compared to its normal payment procedures, and (iii) use commercially reasonable efforts continue to preserve perform its obligations under the relationships with leases, contracts, commitments and other agreements included in the customers Purchased Assets, (iv) maintain insurance against loss or damage to the Purchased Assets and distributors such other insurance with respect to the SLC Products and the Facility's suppliers. Purchased Assets as has heretofore been maintained, (bv) Except as otherwise expressly contemplated by this Agreement, from the date hereof until the Closing Date, the Seller will not do any of the following without the prior written consent of the Buyer: (i) sell, transfer, lease, exchange or otherwise dispose of, whether by mergingencumber or enter into any agreement for the sale, consolidating disposition or in encumbrance of, all or any other manner, or voluntarily grant any material Encumbrance with respect to, any material Acquired Asset or part of the FacilityPurchased Assets, except for sales the sale of (A) inventories and assets in the ordinary course of business consistent with past practice and (B) worn out or obsolete property Inventory in the ordinary course of business consistent with past practice; , (iivi) take with respect to any employee who is or cause to be taken would thereby become Regular Personnel, not enter into any action employment contract or, except in the ordinary course of business consistent with past practices, increase any such employee's compensation or omit to take benefits, and (vii) not enter into any contracts or cause any action to be taken that could reasonably be expected to result in any of the representations or warranties of Seller contained herein becoming, at the Closing Date, untrue or inaccurate in any material respect; (iii) enter into, renew, modify, amend or terminate any material Contract listed on Schedule 2.1(c) or waive, delay the exercise of, release or assign any material rights or claims thereunder; or (iv) agree in writing to take any of the foregoing actions set forth in this Section 6.1(b). (c) Notwithstanding the provisions of Section 6.1(a) and Section 6.1(b), at any time before the Closing Date, Seller may remove any Excluded Asset from the Facility so long as such Excluded Asset can be removed without damage commitments with respect to the Facility, Operations not in the Acquired Assets and the building and so long as the act ordinary course of removal will not interfere business consistent with Buyer's manufacture past practices or involving receipt or payment of SLC Products at the Facility after the Closing Datemore than $50,000.

Operations Prior to the Closing. (ai) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of Buyer, from the date hereof until the Closing Dateset forth on Schedule 5.4, Seller will (i) conduct shall operate and carry on the operations of the Facility and will manufacture the SLC Products only ESP Business in the ordinary course of business only and substantially as presently operated. Consistent with the foregoing, Seller shall keep and maintain the Purchased Assets in good operating condition and repair and shall use reasonable efforts consistent with past practicesgood business practice to maintain the business organization of the ESP Business intact and to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with Seller pertaining to the ESP Business. (ii) use commercially reasonable efforts to retain the services of the present key Employees located at the Facility, and (iii) use commercially reasonable efforts to preserve the relationships with the customers and distributors with respect to the SLC Products and the Facility's suppliers. (b) Except as otherwise expressly contemplated by this Agreement, from except with the express written approval of Purchaser, and except in the ordinary course of business, Seller shall not: (1) adopt or propose any amendment to its Articles of Incorporation or Bylaws that would affect the ability of Seller to consummate the transactions contemplated by this Agreement or any Ancillary Agreement; (2) merge or consolidate with any other Person, except (x) as described in Section 30 and (y) if such merger or consolidation would not materially impair the ability of Seller to consummate the transactions contemplated herein and in the Ancillary Agreements; (3) make any material change in the ESP Business or its operations; (4) make any capital expenditure with respect to the ESP Business or enter into any contract or commitment therefor; (5) enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 3.12 if in effect on the date hereof until the Closing Datehereof; (6) sell, the lease (as lessor), transfer or otherwise dispose of (including any transfers from Seller will not do to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of the following without the prior written consent Purchased Assets, other than inventory and minor amounts of the Buyer: (i) sell, transfer, lease, exchange personal property sold or otherwise dispose of, whether by merging, consolidating or in any other manner, or voluntarily grant any material Encumbrance with respect to, any material Acquired Asset or the Facility, except disposed of for sales of (A) inventories and assets fair value in the ordinary course of business consistent with past practice and other than Permitted Encumbrances; (B7) worn out cancel any debts owed to or obsolete property claims held by Seller pertaining to the ESP Business (including the settlement of any claims or litigation), or change credit policies or standards other than in the ordinary course of business consistent with past practice; (ii) take 8) create, incur or cause assume, or agree to be taken create, incur or assume, any action indebtedness for borrowed money secured by the Purchased Assets or omit to take or cause any action to be taken that could reasonably be expected to result in any of the representations or warranties of Seller contained herein becoming, at the Closing Date, untrue or inaccurate in any material respect; (iii) enter into, renewas lessee, modify, amend or terminate any material Contract listed on Schedule 2.1(c) or waive, delay the exercise of, release or assign any material rights or claims thereunder; or capitalized lease obligations (iv) agree as defined in writing to take any Statement of the foregoing actions set forth in this Section 6.1(b)Financial Accounting Standards No. (c) Notwithstanding the provisions of Section 6.1(a) and Section 6.1(b), at any time before the Closing Date, Seller may remove any Excluded Asset from the Facility so long as such Excluded Asset can be removed without damage to the Facility, the Acquired Assets and the building and so long as the act of removal will not interfere with Buyer's manufacture of SLC Products at the Facility after the Closing Date