THE COMPANIES.
36
(B)
WITHOUT LIMITING SECTION 7.4(A), EXCEPT AS SET FORTH IN
SCHEDULE 7.4, EXCEPT AS SPECIFICALLY CONTEMPLATED BY THIS AGREEMENT OR EXCEPT
WITH THE EXPRESS WRITTEN APPROVAL OF BUYER (WHICH BUYER AGREES SHALL NOT, OTHER
THAN WITH RESPECT TO CLAUSES (V)(A) AND (XVIII) BELOW, BE UNREASONABLY WITHHELD
OR DELAYED), AON SHALL (AND SHALL CAUSE THE OTHER SELLERS TO) CAUSE THE
COMPANIES (IN RESPECT OF THE WARRANTY BUSINESS) NOT TO:
(I)
MAKE ANY MATERIAL CHANGE IN THEIR BUSINESS OR THEIR OPERATIONS,
EXCEPT SUCH CHANGES AS MAY BE REQUIRED TO COMPLY WITH ANY APPLICABLE
REQUIREMENTS OF LAW;
(II)
MAKE ANY CAPITAL EXPENDITURE OR ENTER INTO ANY CONTRACT OR
COMMITMENT THEREFOR WHICH IS IN EXCESS OF $250,000 UNLESS SUCH EXPENDITURE IS
PROVIDED FOR IN THE CAPITAL EXPENDITURE BUDGET FOR 2006 MADE AVAILABLE TO BUYER
PRIOR TO THE DATE HEREOF, AND AON SHALL HAVE NOTIFIED BUYER IN WRITING OF THE
MAKING OF ANY SUCH CAPITAL EXPENDITURE (OR CONTRACT OR COMMITMENT) IN EXCESS OF
$250,000 SUBSTANTIALLY CONCURRENTLY THEREWITH;
(III)
PURCHASE OR SELL ANY REAL PROPERTY;
(IV)
SELL, LEASE (AS LESSOR), TRANSFER OR OTHERWISE DISPOSE OF
(INCLUDING ANY TRANSFERS TO ANY OF ITS AFFILIATES), OR MORTGAGE OR PLEDGE, OR
IMPOSE OR SUFFER TO BE IMPOSED ANY ENCUMBRANCE ON, ANY OF THEIR ASSETS, OTHER
THAN INVENTORY AND PERSONAL PROPERTY SOLD OR OTHERWISE DISPOSED OF IN THE
ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICES AND OTHER THAN
PERMITTED ENCUMBRANCES;
(V)
ACQUIRE (A) BY MERGER OR CONSOLIDATION WITH, OR BY THE PURCHASE OF
ALL OR A SUBSTANTIAL PORTION OF THE ASSETS OR ANY STOCK OF, OR BY ANY OTHER
MANNER, ANY BUSINESS OR ANY CORPORATION, PARTNERSHIP, JOINT VENTURE, LIMITED
LIABILITY COMPANY, ASSOCIATION OR OTHER BUSINESS ORGANIZATION OR DIVISION
THEREOF (OTHER THAN INVESTMENT ASSETS IN THE ORDINARY COURSE) OR (B) ANY ASSETS
THAT ARE MATERIAL, IN THE AGGREGATE, TO THE COMPANIES, TAKEN AS A WHOLE, EXCEPT
IN THE CASE OF (B) FOR PURCHASES OF ASSETS IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICE (IN TRANSACTIONS NOT OTHERWISE SUBJECT TO
SUBPARAGRAPH (A) OF THIS SECTION 7.4(A)(V));
(VI)
CANCEL ANY INDEBTEDNESS OWED TO OR CLAIMS HELD BY THEM (INCLUDING
THE SETTLEMENT OF ANY CLAIMS OR LITIGATION) OTHER THAN IN THE ORDINARY COURSE OF
BUSINESS OR IN ACCORDANCE WITH SECTION 7.5;
(VII)
CREATE, INCUR OR ASSUME, OR AGREE TO CREATE, INCUR OR ASSUME, ANY
INDEBTEDNESS OTHER THAN ANY INDEBTEDNESS THAT IS SUBJECT TO SECTION 7.5 OR WHICH
CONSTITUTES THE DEFERRED PURCHASE PRICE OF CAPITAL EXPENDITURES PERMITTED BY
SECTION 7.4(B)(II) ABOVE;
(VIII)
DECLARE, SET ASIDE OR PAY ANY DIVIDENDS ON, OR MAKE ANY OTHER
DISTRIBUTIONS IN RESPECT OF, ANY OF THE THEIR OUTSTANDING EQUITY INTERESTS
(EXCEPT DIVIDENDS AND DISTRIBUTIONS BY ONE COMPANY SOLELY TO ONE OR MORE
COMPANIES AND DIVIDENDS OR DISTRIBUTIONS OF CASH AND/OR CASH EQUIVALENTS AND/OR
INVESTMENT ASSETS MADE PRIOR TO CLOSING);
37
(IX)
SPLIT, COMBINE OR RECLASSIFY ANY OF THEIR EQUITY INTERESTS OR
ISSUE OR AUTHORIZE THE ISSUANCE OF ANY OTHER SECURITIES IN RESPECT OF, IN LIEU
OF OR IN SUBSTITUTION FOR THEIR EQUITY