respect to compensation, severance, benefits, change of control payments or any other payments to employees, officers or directors of Company or Company Subsidiaries, except (1) the creation of any obligations with respect to compensation and standard benefits in connection with the hiring of any new employees, effected in the ordinary course of business consistent with past practices, or (2) entry into any retention agreements with employees, provided that Company’s obligations under any such retention agreements terminate on or before the Closing Date without further liability to Company after the Closing Date; (C) enter into any new (except as permitted by clause (1) above), or amend any existing, employment agreements or (D) make any change to Company Benefit Plans except to the minimum extent required to satisfy applicable Law;
(ix) modify or amend in any material respect or terminate or cancel any Company Material Contract or enter into any agreement or contract that would qualify as a Company Material Contract;
(x) except as permitted by clause (iii) of this Section 5.1(c), pay, loan or advance (other than the payment of compensation, directors’ fees or reimbursement of expenses in the ordinary course of business) any amount to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any agreement with, any of its officers or directors or any Affiliate of any of its officers or directors;
(xi) form or commence the operations of any business or any corporation, partnership, joint venture, business association or other business organization or division thereof or enter into any new line of business;
(xii) except as expressly contemplated by Section 3.9(a) of the Disclosure Schedules, make any material tax election or settle or compromise any income Tax liability, except to the extent subject to and not in excess of reserves that are disclosed in Company Financial Statements that relate to the matter being paid, discharged, settled or satisfied in accordance with GAAP;
(xiii) pay, discharge, settle or satisfy any claims, Litigation, liabilities or obligations (whether absolute, accrued, asserted or unasserted, contingent or otherwise), other than in the ordinary course of business or to the extent subject to and not in excess of reserves that are disclosed in Company Financial Statements that relate to the matter being paid, discharged, settled or satisfied in accordance with GAAP;
(xiv) make or agree to make any new capital expenditure or expenditures (including new tower construction) which, individually, are in excess of $250,000 or, in the aggregate, are in excess of $750,000 in any month; or
authorize, or commit or agree to take, any of the foregoing actions.
In connection with the continued operation of Company and Company Subsidiaries between the date hereof and the Closing
Date, Seller will reasonably confer in good faith on a regular basis with one or more representatives of Buyer designated to Company regarding operational matters and the general status of ongoing operations of Company.