Common use of Without limiting the provisions of Section Clause in Contracts

Without limiting the provisions of Section. 5.3(a), except as set forth on Schedule 5.3(b), as otherwise contemplated by this Agreement or with the written approval of Buyer (which approval, except with respect to Sections 5.3(b)(ix), (xv) and (xvi) below, shall not be unreasonably withheld or delayed, provided that Seller acknowledges that it is reasonable for Buyer to withhold its approval of the matters set forth in Section 5.3(b)(vi) if Buyer, in its good faith judgment, determines such matter would have an adverse impact on Buyer's operation of the Business after the Closing Date, and provided further that no inference shall be drawn from the foregoing proviso as to whether it is reasonable or unreasonable for Buyer to withhold consent for any other reason), on or between February 18, 2005 and the Closing Date, Seller shall not do any of the following: (i) make any material change in the Business or its operations, except such changes as may be required to comply with any applicable Requirements of Law; (ii) make any capital expenditure related to the Business or enter into any Contract related to the Business or commitment therefor in excess of five hundred thousand dollars ($500,000) in the aggregate, except in the ordinary course of business consistent with past practice or in accordance with the Capital Expenditures Budget; (iii) enter into any material Contract related to the Business for the purchase or lease (as lessor or lessee) of real property, except in the ordinary course of business consistent with past practice; (iv) sell, lease (as lessee or lessor), transfer or otherwise dispose of, mortgage or pledge or impose any Encumbrance (other than Permitted Encumbrances) on any of the Assets (exclusive of the IDS Site as part of the IDS Transaction), other than sales or other dispositions of inventory in the ordinary course of business consistent with past practice and personal property sold or otherwise disposed of in the ordinary course of business consistent with past practice which is excess, obsolete or is not material the Business; (v) create, incur or assume, or agree to create, incur or assume, any indebtedness for borrowed money related to the Business (other than money borrowed or advanced from Seller in the ordinary course of business consistent with past practice or any unsecured indebtedness which is an Excluded Liability); (vi) institute any material increase in, enter into, adopt, terminate or materially amend any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, severance, termination, welfare or other employee benefit plan with respect to employees of the Business, other than in the ordinary course of business, as required by any such existing plan, or pursuant to any existing employment or collective bargaining agreement or by Requirements of Law; (vii) make any change in the compensation of employees of the Business, other than changes made pursuant to existing employment or collective bargaining agreements or required by any Requirement of Law; provided that, the provisions of this

Without limiting the provisions of Section. 5.3(a6.2(a), and except (A) as set forth on Schedule 5.3(b), as otherwise expressly contemplated or permitted by this Agreement or with the written approval of Buyer (which approval, except with respect to Sections 5.3(b)(ix)Agreement, (xvB) and as may be required by applicable Law, (xviC) below, shall not be unreasonably withheld or delayed, provided that Seller acknowledges that it is reasonable for Buyer to withhold its approval of the matters as set forth in Section 5.3(b)(vi6.2(b) if Buyer, in its good faith judgment, determines such matter would have an adverse impact on Buyer's operation of the Business after Parent Disclosure Schedule, (D) as required by any Parent Material Agreement in effect as of the date of this Agreement, including the Parent Agreement, (E) with the prior written consent of the Partnership (which consent will not be unreasonably withheld, delayed or conditioned), during the Pre-Closing DatePeriod, the Parent Entities will not, and provided further that no inference shall be drawn from the foregoing proviso as to whether it is reasonable or unreasonable for Buyer to withhold consent for any other reason), on or between February 18, 2005 and the Closing Date, Seller shall will cause each of their Subsidiaries not do any of the followingto: (i) make (A) issue or sell, or authorize the creation of, any material change additional equity interests or any additional options, warrants, convertible securities or exchangeable securities (other than ordinary course grants of awards in accordance with the Business terms of Parent’s Employee Benefit Plans) or its operations, except such changes as may be required (B) enter into any agreement with respect to comply with any applicable Requirements of Lawthe foregoing; (ii) make (A) split, combine or reclassify any capital expenditure related to the Business of its equity, or enter into (B) repurchase, redeem or otherwise acquire any Contract related to the Business of its membership, partnership or commitment therefor in excess other of five hundred thousand dollars ($500,000) in the aggregateits equity interests or options, warrants, convertible securities or exchangeable securities, except in upon the ordinary course forfeiture of business consistent with past practice or units, the settlement of units in accordance with the Capital Expenditures Budgetterms thereof or for the withholding of units to satisfy any Tax withholding obligations with respect to awards granted pursuant to any of Parent’s existing Employee Benefit Plan sponsored, maintained or contributed to by Parent for the benefit of any of its or its Affiliates’ employees; (iii) enter into (A) sell, lease, dispose of, license or convey all or any material Contract related to the Business for the purchase portion of its capital assets, business or lease (as lessor or lessee) of real property, except properties other than in the ordinary course of business consistent with past practice, including distributions permitted under Section 6.2(b)(iv) or (B) convert from a limited partnership or limited liability company, as the case may be, to any other business entity; (iv) sell, lease (as lessee make or lessor), transfer declare dividends or otherwise dispose of, mortgage or pledge or impose any Encumbrance (other than Permitted Encumbrances) on any distributions to the holders of the Assets (exclusive of the IDS Site as part of the IDS Transaction)Parent Common Units, other than sales distributions permitted under the Parent Agreement by reason of regular quarterly cash distributions made out of the cash available for distribution of Parent, calculated in accordance with Section 6.2(b)(iv) of the Parent Disclosure Schedule and rounded up or other dispositions of inventory in down to the ordinary course of business consistent with past practice and personal property sold or otherwise disposed of in the ordinary course of business consistent with past practice which is excess, obsolete or is not material the Businessnearest cent per Parent Common Unit; (v) create, incur or assume, or agree to create, incur or assume, make any indebtedness for borrowed money related amendment to the Business (Parent Agreement or any Organizational Documents of Parent’s Subsidiaries as in effect on the date of this Agreement other than money borrowed or advanced from Seller in a manner LA\4224998.8 US 3682459v.19 that would not reasonably be expected to affect the ordinary course holders of business consistent with past practice or any unsecured indebtedness which is an Excluded Liability)Parent Common Units issued as Equity Consideration in a manner different than Parent Unitholders prior to the Closing; (vi) institute implement or adopt any material increase inchange in its accounting principles, enter into, adopt, terminate practices or materially amend any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, severance, termination, welfare or other employee benefit plan with respect to employees of the Businessmethods, other than in the ordinary course of business, as may be required by any such existing plan, or pursuant to any existing employment or collective bargaining agreement or by Requirements of LawGAAP; (vii) make any (A) change in any material respect any of its express or deemed elections relating to Taxes, including elections for any and all joint ventures, partnerships, limited liability companies or other investments where it has the compensation capacity to make such binding election, (B) settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or (C) change in any material respect any of employees its methods of reporting income or deductions for U.S. federal income tax purposes from those employed in the preparation of its U.S. federal income Tax Return for the most recent taxable year for which a return has been filed, except as may be required by applicable Law; (viii) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial dissolution or liquidation; (ix) knowingly take any action that would reasonably be expected to materially impede, interfere with, hinder or delay the consummation of the Business, other than changes made pursuant transactions contemplated by this Agreement; or (x) agree or commit to existing employment or collective bargaining agreements or required do anything prohibited by any Requirement clauses (i) through (ix) of Law; provided that, the provisions of thisthis Section 6.2.

Without limiting the provisions of Section. 5.3(a)8.1(a) hereof, until the Effective Time, neither of the Empire Companies shall (unless ITI shall otherwise consent and except as set forth on Schedule 5.3(b), as otherwise contemplated by this Agreement Agreement): (i) amend its certificate of incorporation or with the written approval of Buyer by-laws; (which approval, except with respect to Sections 5.3(b)(ix), (xvii) and (xvi) below, shall not be unreasonably withheld or delayed, provided that Seller acknowledges that it is reasonable for Buyer to withhold its approval of the matters set forth in Section 5.3(b)(vi) if Buyer, in its good faith judgment, determines such matter would have an adverse impact on Buyer's operation of the Business after the Closing Date, and provided further that no inference shall be drawn from the foregoing proviso as to whether it is reasonable or unreasonable for Buyer to withhold consent for any other reason), on or between February 18, 2005 and the Closing Date, Seller shall not do any of the following:: (a) declare or pay any dividend on or make any other distributions in respect of any of its capital stock, (b) split, combine or reclassify any of its capital stock or issue, any securities in respect of, in lieu of or in substitution for shares of its capital stock or (c) repurchase or otherwise acquire any shares of its capital stock; provided, however, that the foregoing shall not prohibit any distributions to Sellers ("Permitted Distributions") in the form of cash or non-interest bearing, promissory notes which in the reasonable estimation of the Sellers will not cause stockholders' equity to be less than zero on the Closing Date Balance Sheet (it being understood that such estimation may not be precise and any over-distribution will be returned pursuant to Section 3.2 hereof). (iiii) sell or issue any shares of its capital stock or any class of securities convertible into, or rights, warrants or options to acquire, any such shares or other convertible securities; (iv) incur capital expenditures in excess of $25,000 in the aggregate; (v) sell, lease or otherwise dispose of or acquire any assets, other than in the ordinary and usual course of business consistent with past practice; (vi) incur any indebtedness for borrowed money or issue or sell any debt securities of either Empire Company; provided, however, that the foregoing shall not prohibit borrowings under the Existing Credit Facility in order to fund business operations and/or Permitted Distributions. (vii) make any loan or advance to any Person, except for advances to employees made in the ordinary and usual course of business consistent with past practice; (viii) guarantee any Liabilities of any Person, except for the endorsement for the purpose of collection in the ordinary and usual course of business; (ix) make any material change in the Business or its operations, except such changes as may be required to comply with any applicable Requirements customary methods of Lawoperation; (iix) make any capital expenditure related to investments or acquire an interest in any Person (except the Business or enter into any Contract related to foregoing shall not prohibit the Business or commitment therefor in short term investment of excess of five hundred thousand dollars ($500,000) in the aggregate, except cash in the ordinary course of business consistent with past practice or in accordance with the Capital Expenditures Budgetpractice); (iiixi) enter into any material Contract related to or transaction with any of the Business Sellers, ▇▇▇▇▇▇ ▇▇▇▇▇▇ or any Related Person of any of the foregoing, except for the purchase or lease (as lessor or lessee) making of real property, except Permitted Distributions and the payment of compensation in the ordinary course of business consistent with past practice; (ivxii) sellestablish, lease adopt, enter into, make any new grants or awards under or amend, any Employee Benefit Plan; (as lessee or lessor), transfer or otherwise dispose of, mortgage or pledge or impose xiii) create any Encumbrance (other than Permitted Encumbrances) Lien on any of the Assets (exclusive of the IDS Site as part of the IDS Transaction), other than sales or other dispositions of inventory in the ordinary course of business consistent with past practice and personal property sold or otherwise disposed of in the ordinary course of business consistent with past practice which is excess, obsolete or is not material the Businessits assets; (vxiv) create, incur change any of the accounting principles or assume, practices used by it; (xv) acquire any real property or agree to create, incur enter into (or assume, renew or extend) any indebtedness lease for borrowed money related to real property (except for renewal of the Business (other than money borrowed or advanced from Seller in the ordinary course of business consistent with past practice or any unsecured indebtedness which is an Excluded Liabilitylease for its Idaho property); (vixvi) institute authorize or enter into an agreement to do any material increase in, enter into, adopt, terminate or materially amend any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, severance, termination, welfare or other employee benefit plan with respect to employees of the Business, other than in the ordinary course of business, as required by any such existing plan, or pursuant to any existing employment or collective bargaining agreement or by Requirements of Law; (vii) make any change in the compensation of employees of the Business, other than changes made pursuant to existing employment or collective bargaining agreements or required by any Requirement of Law; provided that, the provisions of thisforegoing.

Without limiting the provisions of Section. 5.3(a5.1(a), except as set forth on Schedule 5.3(b), as otherwise expressly contemplated by this Agreement and except in cases where, at or after such time as the designees of the Parent constitute a majority of the members of the Board of Directors of the Company and the failure to comply with the written approval of Buyer (which approval, except with respect to Sections 5.3(b)(ix), (xv) and (xvi) below, shall not be unreasonably withheld or delayed, provided that Seller acknowledges that it is reasonable for Buyer to withhold its approval of the matters covenants set forth in Section 5.3(b)(vi) if Buyerthis SECTION 5.1 results from actions, in its good faith judgmentor omissions to act, determines taken or authorized by such matter would have an adverse impact on Buyer's operation of designees, during the Business after the Closing Date, and provided further that no inference shall be drawn period from the foregoing proviso as date of this Agreement to whether it is reasonable or unreasonable for Buyer to withhold consent for any other reason)the Effective Time, on or between February 18, 2005 and neither the Closing Date, Seller shall not do Company nor any of the followingits subsidiaries will: (i) make issue, sell, or dispose of additional shares of capital stock of any material change class (including the Shares) of the Company or any of its subsidiaries, or securities convertible into or exchangeable for any such shares or securities, or any rights, warrants, or options to acquire any such shares or securities, other than Shares issued upon exercise of options disclosed in the Business or its operationsSECTION 3.3, except such changes as may be required to comply with any applicable Requirements which options cover a total of Lawno more than 3,328,989 Shares; (ii) make redeem, purchase, or otherwise acquire, or propose to redeem, purchase, or otherwise acquire, any of its outstanding capital expenditure related stock, or other securities of the Company or any of its subsidiaries; (iii) split, combine, subdivide, or reclassify any of its capital stock or declare, set aside, make, or pay any dividend or distribution on any shares of its capital stock except for dividends or distributions to the Business Company and its subsidiaries from their respective subsidiaries; (iv) sell, pledge, dispose of, or enter into encumber any Contract related to the Business or commitment therefor in excess of five hundred thousand dollars ($500,000) in the aggregateits assets, except for sales, pledges, dispositions, or encumbrances in the ordinary course of business consistent with past practice practices or in accordance with between the Capital Expenditures BudgetCompany and its subsidiaries, except as reasonably may be expected to facilitate the consummation of the Offer, the Merger or the transactions contemplated hereby; (iiiv) incur or modify any indebtedness or issue any debt securities, or assume, guarantee, endorse, or otherwise as an accommodation become absolutely or contingently responsible for obligations of any other person, or make any loans or advances, other than in the ordinary course of business consistent with past practices; (vi) adopt or amend any bonus, profit sharing, compensation, severance, termination, stock option, pension, retirement, deferred compensation, employment or other employee benefit agreements, trusts, plans, funds, or other arrangements for the benefit or welfare of any director, officer, or employee, or (except for normal increases in the ordinary course of business that are consistent with past practices and that, in the aggregate, do not result in a material increase in benefits or compensation expense to the Company) increase in any manner the compensation or fringe benefits of any director, officer, or employee or pay any benefit not required by any existing plan or arrangement (including, without limitation, the granting or vesting of stock options or stock appreciation rights) or take any action or grant any benefit not expressly required under the terms of any existing agreements, trusts, plans, funds, or other such arrangements or enter into any contract, agreement, commitment, or arrangement to do any of the foregoing; or make or agree to make any payments to any directors, officers, agents, contractors, or employees relating to a change or potential change in control of the Company; (vii) acquire by merger, consolidation, or acquisition of stock or assets any corporation, partnership, or other business organization or division or make any investment either by purchase of stock or securities, contributions to capital (other than to wholly-owned subsidiaries), property transfer, or purchase of any material Contract related amount of property or assets, in any other person; (viii) except as required by this Agreement, adopt any amendments to their respective charters or bylaws or equivalent organizational documents; (ix) take any action other than in the Business ordinary course of business and consistent with past practices, to pay, discharge, settle, or satisfy any claim, liability, or obligation (absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise); (x) change any method of accounting or accounting practice used by the Company or any of its subsidiaries, except for any change required by reason of a concurrent change in generally accepted accounting principles; (xi) revalue in any respect any of its assets, including, without limitation, writing down the purchase value of its portfolio or lease writing off notes or accounts receivable other than in the ordinary course of business consistent with past practices (as lessor or lesseeother than with respect to MatriDigm Corporation); (xii) of real property, except in the ordinary course of business consistent with past practice, authorize any new capital expenditures; (ivxiii) sellmake any tax election, lease settle or compromise any federal, state, or local tax liability or consent to the extension of time for the assessment or collection of any federal, state, or local tax, the effect of which would be material; (xiv) settle or compromise any pending or threatened suit, action, or claim material to the Company and its subsidiaries taken as lessee a whole or lessor)relevant to the transactions contemplated by this Agreement; (xv) except as permitted by this Agreement, transfer enter into any agreement, arrangement, or otherwise dispose ofunderstanding to do any of the foregoing actions in this SECTION 5.1, mortgage including any agreement, arrangement, or pledge understanding resulting in or impose providing for a sale of any Encumbrance assets of the Company (other than Permitted Encumbrances) on any a sale of the Assets (exclusive of the IDS Site as part of the IDS Transaction), other than sales or other dispositions of inventory assets in the ordinary course of business and consistent with past practice and personal property sold practices) or otherwise disposed a merger or other liquidation, sale, or disposition of in the ordinary course of business consistent with past practice which is excess, obsolete or is not material the Business;Company; or (vxvi) create, incur voluntarily take any action or assume, willfully omit to take any action that is reasonably expected to make any representation or agree to create, incur warranty in ARTICLE III untrue or assume, any indebtedness for borrowed money related to the Business (other than money borrowed or advanced from Seller incorrect in the ordinary course of business consistent with past practice or any unsecured indebtedness which is an Excluded Liability); (vi) institute any material increase inrespect at any time, enter into, adopt, terminate or materially amend any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, severance, termination, welfare or other employee benefit plan with respect to employees including as of the Business, other than in date of this Agreement and as of the ordinary course time of businessconsummation of the Offer and the Effective Time, as required by any if made as of such existing plan, or pursuant to any existing employment or collective bargaining agreement or by Requirements of Law; (vii) make any change in the compensation of employees of the Business, other than changes made pursuant to existing employment or collective bargaining agreements or required by any Requirement of Law; provided that, the provisions of thistime.

Without limiting the provisions of Section. 5.3(a6.1(a), and except (A) as expressly contemplated or permitted by this Agreement, (B) as may be required by applicable Law or the terms of any Partnership Employee Benefit Plan, (C) as set forth on Schedule 5.3(b)in the corresponding section of the Partnership Disclosure Schedule, as otherwise contemplated by this Agreement or (D) with the prior written approval consent of Buyer Parent (which approval, except with respect to Sections 5.3(b)(ix), (xv) and (xvi) below, shall consent will not be unreasonably withheld withheld, delayed or delayedconditioned), provided that Seller acknowledges that it is reasonable for Buyer to withhold its approval of during the matters set forth in Section 5.3(b)(vi) if BuyerPre-Closing Period, in its good faith judgment, determines such matter would have an adverse impact on Buyer's operation of the Business after the Closing DatePartnership Entities will not, and provided further that no inference shall be drawn from the foregoing proviso as to whether it is reasonable or unreasonable for Buyer to withhold consent for any other reason), on or between February 18, 2005 and the Closing Date, Seller shall will cause each of their Subsidiaries not do any of the followingto: (i) make any material change in the Business case of the Partnership Entities and their Included Subsidiaries, (A) issue or its operationssell, except such changes as may be required or authorize the creation of, any additional equity interests or any additional options, warrants, convertible securities or exchangeable securities (other than ordinary course grants of awards in accordance with the terms of the Partnership LTIP) or (B) enter into any agreement with respect to comply with any applicable Requirements of Lawthe foregoing; (ii) make in the case of the Partnership Entities and their Included Subsidiaries, (A) split, combine or reclassify any capital expenditure related of its equity, or (B) repurchase, redeem or otherwise acquire any membership, partnership or other equity interests or options, warrants, convertible securities or exchangeable securities, except upon the forfeiture of Phantom Units, the settlement of Phantom Units in accordance with the terms thereof or the withholding of Partnership Common Units to satisfy any Tax withholding obligations with respect to awards granted pursuant to the Business Partnership LTIP; (iii) (A) sell, lease, dispose of, license or enter into convey all or any Contract related to the Business portion of their assets, business or commitment therefor in excess of five hundred thousand dollars properties, other than ($500,0001) in the aggregatedistributions permitted under Section 6.1(b)(iv), except (2) in the ordinary course of business consistent with past practice practice, (3) the exchange of equipment between the Included Subsidiaries and the Pasadena Subsidiaries with a value not in excess of $500,000 in the aggregate or (4) by virtue of the consummation of any Qualified Pasadena Sale or Spin-Off Transaction, (B) sell, lease, dispose of, license or convey any individual capital asset for consideration in excess of $750,000, (C) acquire, by merger or otherwise, all or substantially all of the business or property of any other entity or (D) convert from a limited partnership, limited liability company or corporation, as the case may be, to any other business entity; (iv) make or declare dividends or distributions, other than distributions by the Subsidiaries of the Partnership to their respective equityholders in the ordinary course of business and distributions to the Partnership Unitholders (A) permitted under the Existing Partnership Agreement by reason of regular quarterly cash distributions made out of the cash available for distribution of the Partnership, calculated in accordance with Section 6.1(b)(iv) of the Capital Expenditures BudgetLA\4224998.8 US 3682459v.19 Partnership Disclosure Schedule and rounded up or down to the nearest cent per Partnership Common Unit, (B) of Pasadena Sale Net Proceeds in accordance with Section 6.18(c) or (C) of SpinCo Common Units in the Pasadena Distribution, in each case to the extent permitted under the Partnership Material Contracts; (iiiv) amend the Organizational Documents of any Partnership Entity or any of the Included Subsidiaries; (vi) enter into any material Contract related to the Business for the purchase contract, agreement or lease (as lessor arrangement that would be a Partnership Material Agreement, other than such contracts, agreements or lessee) arrangements with a term of real property, except not more than one year entered into in the ordinary course of business consistent with past practice; (ivvii) sellmodify, lease (as lessee amend, terminate or lessor), transfer or otherwise dispose of, mortgage or pledge or impose assign any Encumbrance (other than Permitted Encumbrances) on Partnership Material Agreement in any material respect outside the ordinary course of business and in a manner which is materially adverse to any of the Assets (exclusive Partnership Entities, the Included Subsidiaries or their respective businesses, taken as a whole, or which would reasonably be expected to prevent or materially delay the consummation of the IDS Site as part of the IDS Transaction)transactions contemplated by this Agreement; (viii) waive, release, assign, settle or compromise any Proceeding, other than sales waivers, releases, assignments, settlements or compromises (A) equal to or less than the amounts reserved with respect thereto on the Partnership Financial Statements, (B) except as provided in clause (A), that do not impose liability to the Partnership or the Included Subsidiaries in excess of $750,000 in the aggregate (not including amounts covered by insurance) or (C) without limiting clause (B), that require the payment of monetary damages that will be paid solely by the Pasadena Subsidiaries and/or impose non- monetary remedies that will be applicable solely to the Pasadena Subsidiaries; (ix) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (A) except with respect to the Pasadena Subsidiaries in connection with a Qualified Pasadena Sale, change in any material respect any of its express or deemed elections relating to Taxes, including elections for any and all joint ventures, partnerships, limited liability companies or other dispositions investments where it has the capacity to make such binding election, (B) settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or (C) change in any material respect any of inventory its methods of reporting income or deductions for U.S. federal income tax purposes from those employed in the preparation of its U.S. federal income Tax Return for the most recent taxable year for which a return has been filed, except as may be required by applicable Law; (xi) except as required by applicable Law or the terms of any Partnership Employee Benefit Plan or collective bargaining agreement in effect as of the date hereof, (A) materially increase, or accelerate the payment or vesting of, any compensation or benefits payable to any Partnership Service Provider, (B) grant any equity awards, retention or transaction bonuses, or any severance or termination pay to any current or former Partnership Service Provider, (C) establish, adopt, enter into or materially amend any Partnership Employee Benefit Plan, (D) hire any new employees, except (1) in the ordinary course of business consistent with past practice and personal property sold or otherwise disposed of in the ordinary course of business consistent with past practice which is excess, obsolete or is not material the Business; (v) create, incur or assume, or agree to create, incur or assume, any indebtedness for borrowed money related to the Business (other than money borrowed or advanced from Seller in the ordinary course of business consistent with past practice or any unsecured indebtedness which is an Excluded Liability); (vi) institute any material increase in, enter into, adopt, terminate or materially amend any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, severance, termination, welfare or other employee benefit plan with respect to employees with an annual base salary and annual cash bonus opportunity not to exceed, in the aggregate, $125,000 or (2) the hiring of new employees to replace employees who terminate employment after the date hereof for compensation that is comparable to that of the Businessreplaced employee, (E) provide any written communication to Employees regarding the compensation and benefits that they will receive in connection with the Mergers, unless any such communications are consistent with the terms of any Partnership Employee Benefit Plan in existence as of the date hereof and/or consistent with any written script or talking points approved by Parent (not to be unreasonably withheld, delayed or conditioned), or (F) transfer the employment of any Employee or terminate the employment of an Employee unless for cause and consistent with past practice; (xii) with respect to the Partnership Entities and the Included Subsidiaries, (A) incur, assume, guarantee or otherwise become liable for any Indebtedness, other than borrowings under the GE Credit Facility, the proceeds of which are not used to fund the business or operations of the Pasadena Subsidiaries, (B) create any Lien on its property in connection with Indebtedness, or (C) make or commit to make any capital expenditures other than such capital expenditures as are contemplated in the ordinary course of business2015 forecast or the 2016 forecast, as required by any such existing planapplicable, or pursuant to any existing employment or collective bargaining agreement or by Requirements of Lawas disclosed in the Partnership Disclosure Schedule; (viixiii) make enter into any change in the compensation of employees of the BusinessPartnership Related Party Transaction, other than changes made pursuant (A) as permitted by Section 6.1(b) (xi) or (B) any Qualified Pasadena Sale to existing employment an Affiliate of the Partnership; (xiv) authorize, recommend, propose or collective bargaining agreements announce an intention to adopt a plan of complete or required partial dissolution or liquidation; (xv) take any action that has the effect of (A) transferring any assets of the Partnership Entities or the Included Subsidiaries thereof to any Pasadena Subsidiary, or transferring any liabilities of the Pasadena Subsidiaries to any Partnership Entity or Included Subsidiary thereof or (B) causing any Partnership Entity or Included Subsidiary thereof to assume liability (contingent or otherwise) with respect to (1) the Pasadena Subsidiaries or their respective businesses and, in the event of a Spin-Off Transaction, SpinCo, (2) the Spin-Off Transactions or the Qualified Pasadena Sale, as applicable, or (3) the pre- Closing or post-Closing activities of SpinCo (if applicable) and the Pasadena Subsidiaries; (xvi) in the case of the Partnership Entities and their Included Subsidiaries and their respective assets and businesses, fail to make the maintenance capital expenditures and other maintenance expenditures as are contemplated in the 2015 capital forecast or 2016 capital forecast, as applicable, as disclosed in the Partnership Disclosure Schedule, other than deviations from such capital forecast that are not more than 15% of the aggregate expenditures described in such annual forecast; (xvii) knowingly take any action that would reasonably be expected to materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by any Requirement this Agreement; or (xviii) agree or commit to do anything prohibited by clauses (i) through (xvii) of Law; provided that, the provisions of thisthis Section 6.1.