definiens: means, with respect to Seller : ( a ) except in the Ordinary Course of Business or pursuant to existing Contracts, paying any bonus to or increasing the salary or other compensation of any director, officer, manager, employee or agent ; ( b ) adopting o r increasing payments to or benefits under any Empl oyee Benefit Plan ; ( c ) incurring or suffering any labor dispute or disturbance, other than routine individu al grievances that are not material to the Business ; ( d ) entering into, terminating or receiving notice of terminati on of any Government Authorization, license, royalty, noncomp etition, joint venture, credit or other Contract or transaction that involves a total remaining commitment of more than $ 50,000 ; ( e ) selling, leasing, licensing or ot herwise disposing of any material asset, or incurring or su ffering any Encumbrance on any property or asset ; ( f ) canceling or waiving any claim or right, or writing down or w riting off any accounts or notes receivable, in eac h case with a value in excess of $ 50,000 ; ( g ) changing any accoun ting method or principle ; ( h ) failing to cause any uncontested liability or obligation in excess of $ 50,000 to be paid or satisfied when the same becomes due ; ( i ) ma king any capital expenditure in excess of $ 50,000 ; ( j ) incur ring or suffering material damage to or destruction or loss of any of any material asset, whether or not covered by In surance ; ( k ) taking any action, or failing to act, other than in the Ordinary Course of Business ; ( l ) failing to tim ely pay any supplier or other creditor in the Ordin ary Course of Business ; ( m ) licensing, selling or transferring an y Owned Intellectual Property Assets ; ( n ) amending or modifying any Contract set forth on the Disclosure Schedule o r entering into any Contract that would be required to be set forth on the Disclosure Schedule if such Contracts was entered into immediately prior to the signing o f this Agreement ; ( n ) entering into a Contract or making a binding commitment to do any of the foregoing ; ( o ) terminating, or permitting the termination or expir ation of, any existing pharmacy license, permit, re gistration or certification, Medicare or Medicaid provider number or any other Governmental Authorization ; ( p ) execu ting, modifying or canceling any Contract with a third - pa rty payor ; or ( q ) agreeing to or executing any sett lement agreement or corporate integrity agreement with any Governmental Body, including the Office of Inspect or General of the United States Department of Health a nd Human Services