(VI) FULLY PAY WHEN DUE ALL
TAXES AND FEES PAYABLE BY THEM OR PARTHENON LTD. WITH RESPECT TO THE BUSINESS OR
ASSETS.
THE SELLERS SHALL MAINTAIN AND SHALL CAUSE PARTHENON LTD. TO MAINTAIN
THEIR CORPORATE EXISTENCE AND GOOD STANDING IN THEIR RESPECTIVE JURISDICTIONS OF
INCORPORATION OR ORGANIZATION.
UNTIL THE CLOSING DATE, THE SELLERS SHALL, AND
SHALL CAUSE PARTHENON LTD. TO, CONTINUE TO OPERATE AND CONDUCT THE BUSINESS IN
THE ORDINARY COURSE, AND MAINTAIN THEIR RESPECTIVE BOOKS AND RECORDS IN
ACCORDANCE WITH PAST PRACTICE AND WILL NOT, WITHOUT THE PRIOR WRITTEN APPROVAL
OF THE BUYERS, EXCEPT AS SET FORTH IN SECTION 5.1 OF THE DISCLOSURE SCHEDULE OR
WITH RESPECT TO THE EXCLUDED ASSETS OR EXCLUDED
26
LIABILITIES, TAKE ANY OF THE FOLLOWING ACTIONS (EXCLUDING ANY SUCH ACTIONS AS
ARE CONSISTENT WITH THE SELLERS' EXISTING BUSINESS PLANS AND THAT HAVE BEEN
DISCLOSED TO BUYERS IN WRITING):
(A)
SELL, TRANSFER OR OTHERWISE DISPOSE OF OR
ENCUMBER ANY OF THEIR PROPERTIES (INCLUDING ANY TERMINATION, OR THE GIVING OF A
NOTICE TO TERMINATE, A LEASE OR TENANCY) OR ASSETS, OTHER THAN IN THE ORDINARY
COURSE OF BUSINESS;
(B)
CANCEL ANY MATERIAL DEBTS OR WAIVE ANY
MATERIAL CLAIMS OR RIGHTS, EXCEPT IN THE ORDINARY COURSE OF BUSINESS;
(C)
INCREASE OR GRANT ANY INCREASE IN THE
COMPENSATION OF OFFICERS OR EMPLOYEES, EXCEPT FOR INCREASES (I) IN THE ORDINARY
COURSE OF BUSINESS AND CONSISTENT WITH PAST PRACTICE, OR (II) AS REQUIRED BY ANY
BENEFIT PLAN;
(D)
MAKE ANY CAPITAL EXPENDITURE OR COMMITMENT,
OTHER THAN (I) IN THE ORDINARY COURSE OF BUSINESS, OR (II) PURSUANT TO EXISTING
COMMITMENTS OR BUSINESS PLANS THAT HAVE BEEN DISCLOSED TO BUYER IN WRITING;
PROVIDED, THAT IN NO EVENT SHALL ANY CAPITAL EXPENDITURE EXCEED $30,000;
(E)
COMMENCE LITIGATION OR ARBITRATION
PROCEEDINGS OR, EXCEPT IN THE NORMAL COURSE OF BUSINESS, COMPROMISE, SETTLE, OR
RELEASE SUCH PROCEEDINGS OR WAIVE MATERIAL RIGHTS IN RELATION TO SUCH
PROCEEDINGS;
(F)
EXCEPT WITH RESPECT TO ENDORSEMENT OF
NEGOTIABLE INSTRUMENTS IN THE ORDINARY COURSE OF BUSINESS, INCUR, ASSUME OR
GUARANTEE ANY INDEBTEDNESS FOR BORROWED MONEY OTHER THAN (I) INDEBTEDNESS FOR
BORROWED MONEY INCURRED IN THE ORDINARY COURSE OF BUSINESS OR (II) REFUNDINGS OF
EXISTING INDEBTEDNESS;
(G)
CREATE, ALTER, ISSUE, ACQUIRE, REDUCE, REPAY
OR REDEEM ANY PARTHENON SHARES;
(H)
AGREE OR UNDERTAKE, WHETHER IN WRITING OR
OTHERWISE, TO DO ANY OF THE FOLLOWING: (I) ADOPT, SPONSOR OR ENTER INTO ANY NEW
BENEFIT PLAN OR MODIFY ANY EXISTING BENEFIT PLAN FOR ANY EMPLOYEES (OR FORMER
EMPLOYEES) OR AMEND THE TERMS OF EMPLOYMENT OR ENGAGEMENT OF ANY EMPLOYEE
(EXCEPT IN THE USUAL COURSE OF BUSINESS) OR EMPLOY, ENGAGE, OR TERMINATE THE
EMPLOYMENT OR ENGAGEMENT OF ANY EMPLOYEE, EXCEPT FOR ANY SUCH TERMINATION "FOR
CAUSE" AND EXCEPT IN THE ORDINARY COURSE OF BUSINESS, (II) PARTICIPATE IN ANY
MERGER, CONSOLIDATION OR REORGANIZATION EXCEPT WITH REGARD TO PARTHENON INC.,
(III) BEGIN TO ENGAGE IN ANY NEW TYPE OF BUSINESS OR ENTER INTO A MATERIAL
LONG-TERM AGREEMENT OR OBLIGATION OUTSIDE THE ORDINARY COURSE OF BUSINESS, (IV)
ACQUIRE THE BUSINESS OR ANY BULK ASSETS OF ANY OTHER PERSON