AGAINST SELLER OR WHICH HAVE BEEN PENDING AGAINST
SELLER AT ANY TIME DURING THE PAST THREE YEARS.
3.23
PRODUCT WARRANTIES.
THE DISCLOSURE SCHEDULE SETS FORTH THE FORMS
OF SELLER'S PRODUCT WARRANTIES THAT ARE CURRENTLY APPLICABLE TO PRODUCTS SOLD BY
SELLER OR IN RESPECT OF WHICH SELLER IS OBLIGATED.
11
3.24
ABSENCE OF CERTAIN CHANGES.
EXCEPT AS SET FORTH IN THE DISCLOSURE
SCHEDULE, SINCE THE BALANCE SHEET DATE, SELLER HAS OPERATED ITS BUSINESS IN THE
ORDINARY AND USUAL COURSE AND IN A MANNER CONSISTENT WITH PAST PRACTICE, AND
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THERE HAS NOT BEEN:
(A)
ANY CHANGE OR ANY EVENT, OCCURRENCE, DEVELOPMENT OR FACT THAT
ALONE OR IN THE AGGREGATE HAS HAD, OR WOULD REASONABLY BE EXPECTED TO HAVE, A
MATERIAL ADVERSE EFFECT WITH RESPECT TO SELLER;
(B)
ANY AMENDMENT TO SELLER'S CERTIFICATE OF LIMITED PARTNERSHIP OR
LIMITED PARTNERSHIP AGREEMENT AS SUCH ORGANIZATIONAL DOCUMENTS HAVE BEEN
AMENDED;
(C)
ANY EMPLOYMENT CONTRACT OR COLLECTIVE BARGAINING AGREEMENT,
WRITTEN OR ORAL, ENTERED INTO OR MATERIALLY MODIFIED BY SELLER, ANY INCREASE IN
OR AGREEMENT TO INCREASE THE BASE COMPENSATION PAYABLE TO (EXCEPT SUCH INCREASES
WHICH ARE IN THE ORDINARY COURSE OF THE BUSINESS, CONSISTENT WITH PAST PRACTICE,
OR AS OTHERWISE DISCLOSED HEREIN) OR ANY OTHER MATERIAL CHANGE IN EMPLOYMENT OR
COMPENSATION OR BENEFITS WITH RESPECT TO ANY DIRECTOR, OFFICER OR EMPLOYEE, OR
ADOPTION, REPEAL, AMENDMENT OR MODIFICATION OF ANY BONUS, PROFIT-SHARING,
RETIREMENT DEFERRED COMPENSATION, INCENTIVE, SEVERANCE OR OTHER BENEFIT PLAN,
CONTRACT OR COMMITMENT BY SELLER;
(D)
ANY INCURRENCE OR ASSUMPTION BY SELLER OF ANY MATERIAL
INDEBTEDNESS;
(E)
THE IMPOSITION OF ANY MATERIAL ENCUMBRANCE UPON ANY OF THE ASSETS,
TANGIBLE OR INTANGIBLE, OF SELLER;
(F)
ANY MATERIAL DAMAGE, DESTRUCTION OR LOSS WITH RESPECT TO THE
PROPERTIES OR ASSETS OF SELLER, WHETHER OR NOT COVERED BY INSURANCE;
(G)
ANY PAYMENT, LOAN OR ADVANCE OF ANY AMOUNT TO, OR SALE, TRANSFER
OR LEASE OF ANY OF SELLER'S ASSETS TO, OR ANY AGREEMENT OR ARRANGEMENT WITH, ANY
SHAREHOLDER OF SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES;
(H)
ANY CHANGE IN THE TAX OR ACCOUNTING PRINCIPLES, METHODS, PRACTICES
OR PROCEDURES FOLLOWED BY SELLER OR ANY CHANGE IN THE DEPRECIATION OR
AMORTIZATION POLICIES OR RATES THERETOFORE ADOPTED BY SELLER, EXCEPT AS REQUIRED
BY CANADIAN GAAP AND DISCLOSED TO BUYER;
(I)
ANY CHANGE OR REVOCATION BY SELLER OF ANY TAX ELECTION OR ANY
AGREEMENT OR SETTLEMENT WITH ANY TAXING AUTHORITY;
(J)
ANY ACQUISITION BY SELLER BY MERGING OR CONSOLIDATING WITH, OR BY
PURCHASING A SUBSTANTIAL PORTION OF THE ASSETS OF, OR BY ANY OTHER MANNER, ANY
BUSINESS OR CORPORATION, PARTNERSHIP, ASSOCIATION OR OTHER BUSINESS ORGANIZATION
OR DIVISION THEREOF;
(K)
ANY SALE, LEASE OR OTHER TRANSFER OR DISPOSITION BY SELLER OF A
MATERIAL AMOUNT OF ITS ASSETS, TANGIBLE OR INTANGIBLE, OTHER THAN FOR FAIR
CONSIDERATION IN THE ORDINARY COURSE OF BUSINESS IN A MANNER CONSISTENT WITH
PAST PRACTICE;
(L)
ANY CONTRACT (OR SERIES OF RELATED CONTRACTS) ENTERED INTO BY
SELLER EITHER INVOLVING MORE THAN $25,000 INDIVIDUALLY (OR $50,000 IN THE
AGGREGATE) OR OUTSIDE THE ORDINARY COURSE OF