Interim Period (a) During the period commencing on the date of this Agreement and ending with the earlier to occur of the Closing Date or the termination of this Agreement in accordance with its terms, the Company agrees that it will, except as set forth on Schedule 3.3(a):
(i) carry on its respective businesses in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting;
(ii) maintain its respective properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted;
(iii) perform all of its respective obligations under agreements relating to or affecting its respective assets, properties, or rights;
(iv) keep in full force and effect present insurance policies or other comparable insurance coverage;
(v) use its best efforts to maintain and preserve its business organization intact, retain its respective present key employees, and maintain its respective relationships with suppliers, customers, and others having business relations with it;
(vi) maintain compliance with all permits laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies, and similar governmental authorities;
(vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments; and
(viii) maintain present salaries and commission levels for all officers, directors, employees and agents.
(b) During the period commencing on the date of this Agreement and ending with the earlier to occur of the Closing Date or the termination of this Agreement in accordance with its terms, the Company agrees that it will not, except as set forth on Schedule 3.3(b):
(i) make any change in its Certificate or Articles of Incorporation or Bylaws;
(ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind;
(iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock or declare any dividends or make any distributions (other than S Corporation distributions), nor pay out any extraordinary bonuses in excess of pro rata bonuses customarily paid, or fees, or commissions to the Shareholders, directors, management or other personnel;
(iv) sell, assign, lease, or otherwise transfer or dispose of any property or equipment except in the normal course of business;
(v) negotiate for the acquisition of any business or the start-up of any new business;
(vi) merge or consolidate or agree to merge or consolidate with or into any other corporation;
(vii) waive any material rights or claims;
(viii) commit a material breach of or amend or terminate any material agreement or Permit;
(ix) enter into any other transaction outside the ordinary course of its business consistent with past business practice or prohibited hereunder; or
(x) change its accounts receivable collection practice or factor its accounts receivable in any way.