Common use of Other Obligations of the Parties Clause in Contracts

Other Obligations of the Parties. Section 5.01 Conduct of the Company's Business. From the date hereof to the Closing, except as otherwise expressly set forth in this Agreement, the Company and each Company Subsidiary, the Purchaser and the partners of the Purchaser shall conduct the business, operations, activities and practices of the Company and the Company Subsidiaries only in the ordinary course, unless they have received the prior written consent of Holdings and the Purchaser. The Purchaser acknowledges that Holdings, Financial and Pacific Electric are under no obligation or commitment to fund further loans or capital contributions to the Company or the Company Subsidiaries and the Board of Directors of the Company and the Company Subsidiaries must make business decisions in light of current financial circumstances. Therefore, the Company will attempt to minimize the costs and expenses incurred by the Company and will not undertake any commitment in excess of $15,000. Further, the Company will until the Closing, pursue any other inquiries it receives to purchase assets of the Company or otherwise maximize recovery to the shareholders of value from the Company, subject to the restrictions set forth herein. Without limiting the generality of the foregoing, from the date hereof to the Closing, except as expressly contemplated herein, without the prior written consent of Holdings and the Purchaser or as otherwise required by law or regulation, the Company and the Company Subsidiaries shall not: (a) incur any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), including but not limited to purchases or agreements to purchase prime or sub-prime auto loans, other than liabilities or obligations in the ordinary course of business and not exceeding $15,000; (b) increase or change any assumptions underlying, or methods of calculating, any bad debt, contingency or other reserves; (c) pay, discharge or satisfy any claim, encumbrance, liability or obligation (whether absolute, accrued, contingent or otherwise and whether due or to become due), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities and obligations, or prepay any liability or obligation having a fixed maturity of more than 90 days from the date such liability or obligation was issued or incurred; (d) permit, allow or suffer any of the Company Assets to be subjected to any new or additional mortgage, pledge, lien, encumbrance, restriction or charge of any kind (except for liens arising as a result of Taxes not yet owing); (e) cancel any amount of indebtedness or waive any claims or rights of value; (f) sell, transfer or otherwise dispose of any of the Company Assets; (g) grant any increase in the compensation payable to any employee (including, without limitation, any increase or change pursuant to any bonus, pension, profit-sharing, retirement or other plan or commitment); (h) pay, loan or advance any amount to, or sell, transfer or lease any of the Company Assets to, or enter into any agreement or arrangements with, any of the officers, directors, stockholders or employees of the Company or any Company Subsidiary; (i) enter into any employment agreement or collective bargaining or labor agreement; (j) make any capital expenditures or commitments for any purpose; (k) make any change in any method of accounting or accounting practice or policy; (l) enter into any agreement or contract or commitment of any kind; (m) terminate or amend in any material respect any contract, lease, license, or other agreement to which the Company or any Company Subsidiary is a party; (n) exercise any option to renew any Lease or any option to purchase any property; (o) issue any additional shares of capital stock of the Company or any Company Subsidiary, or options, warrants, rights (including, without limitation, stock appreciation rights and phantom stock rights) or other securities exercisable for, convertible into or exchangeable for shares of capital stock of any of them, or pay any dividend (or make any other distribution) to the holders of the capital stock of any of them; (p) take any other action not in the ordinary course of business and consistent with prudent business practice considering the present financial condition and operations of the Company and the Company Subsidiaries, or otherwise provided for in this Agreement; or (q) agree, whether in writing or otherwise, to do any of the foregoing.