(L)
INCURRED ANY MATERIAL INDEBTEDNESS
RELATING TO THE BUSINESS, OTHER THAN INTER-COMPANY PAYABLES INCURRED IN THE
ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE;
(M)
MADE ANY LOAN TO, GUARANTEED ANY INDEBTEDNESS
OF OR OTHERWISE INCURRED ANY INDEBTEDNESS ON BEHALF OF ANY PERSON IN CONNECTION
WITH THE BUSINESS, EXCEPT FOR ANY AMOUNT THAT WILL BE DISCHARGED PRIOR TO THE
CLOSING;
(N)
FAILED TO PAY ANY CREDITOR OF THE BUSINESS
ANY MATERIAL AMOUNT OWED TO SUCH CREDITOR WHEN DUE UNLESS SUCH AMOUNT WAS
DISPUTED IN GOOD FAITH AND SUBJECT TO CUSTOMARY ADJUSTMENTS;
(O)
EXCEPT IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICE OR AS REQUIRED BY LAW (I) GRANTED ANY INCREASE, OR
ANNOUNCED ANY INCREASE, IN THE WAGES, SALARIES, COMPENSATION, BONUSES,
INCENTIVES, PENSION OR OTHER BENEFITS PAYABLE BY THE SELLER TO ANY OF ITS
EMPLOYEES TO WHOM OFFERS OF EMPLOYMENT WILL BE MADE PURSUANT TO SECTION 6.01,
INCLUDING ANY INCREASE OR CHANGE PURSUANT TO ANY PLAN, OR (II) ESTABLISHED OR
INCREASED OR PROMISED TO INCREASE ANY BENEFITS UNDER ANY PLAN;
(P)
ENTERED INTO ANY AGREEMENT, ARRANGEMENT OR
TRANSACTION RELATING TO THE BUSINESS WITH ANY OF ITS DIRECTORS, OFFICERS,
EMPLOYEES OR STOCKHOLDERS (OR WITH ANY RELATIVE, BENEFICIARY, SPOUSE OR
AFFILIATE OF SUCH PERSONS);
(Q)
TERMINATED, DISCONTINUED, CLOSED OR DISPOSED
OF ANY PLANT, FACILITY OR OTHER BUSINESS OPERATION USED IN THE BUSINESS, OR LAID
OFF ANY EMPLOYEES EMPLOYED IN CONNECTION WITH THE BUSINESS (OTHER THAN LAYOFFS
IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE) OR IMPLEMENTED
ANY EARLY RETIREMENT, SEPARATION OR PROGRAM PROVIDING EARLY RETIREMENT WINDOW
BENEFITS WITHIN THE MEANING OF SECTION 1.401(A)-4 OF THE REGULATIONS OR
ANNOUNCED OR PLANNED ANY SUCH ACTION OR PROGRAM FOR THE FUTURE;
(R)
DISCLOSED ANY SECRET OR CONFIDENTIAL
INTELLECTUAL PROPERTY RELATING TO THE BUSINESS (EXCEPT BY WAY OF ISSUANCE OF A
PATENT) OR PERMITTED TO LAPSE OR BECOME ABANDONED ANY INTELLECTUAL PROPERTY
RELATING TO THE BUSINESS (OR ANY REGISTRATION OR GRANT THEREOF OR ANY
APPLICATION RELATING THERETO) TO WHICH, OR UNDER WHICH, THE SELLER HAS ANY
RIGHT, TITLE, INTEREST OR LICENSE;
(S)
ALLOWED ANY PERMIT OR ENVIRONMENTAL PERMIT
RELATING TO THE BUSINESS TO LAPSE OR TERMINATE OR FAILED TO RENEW ANY INSURANCE
POLICY, PERMIT OR ENVIRONMENTAL PERMIT RELATING TO THE BUSINESS THAT IS
SCHEDULED TO TERMINATE OR EXPIRE WITHIN 45 CALENDAR DAYS OF THE CLOSING;
(T)
FAILED TO MAINTAIN THE PLANT, PROPERTY
AND EQUIPMENT INCLUDED IN THE PURCHASED ASSETS IN GOOD REPAIR AND OPERATING
CONDITION, ORDINARY WEAR AND TEAR EXCEPTED;
(U)
SUFFERED ANY CASUALTY LOSS OR DAMAGE WITH
RESPECT TO ANY OF THE PURCHASED ASSETS WHICH IN THE AGGREGATE HAVE A REPLACEMENT
COST OF MORE THAN $100,000, WHETHER OR NOT SUCH LOSS OR DAMAGE SHALL HAVE BEEN
COVERED BY INSURANCE;
32
(V)
AMENDED, MODIFIED OR CONSENTED TO THE
TERMINATION OF ANY MATERIAL CONTRACT OR THE SELLER'S RIGHTS THEREUNDER;
(W)
(I) ABANDONED, SOLD, ASSIGNED, OR GRANTED ANY
SECURITY INTEREST IN OR TO ANY ITEM OF THE OWNED INTELLECTUAL PROPERTY, LICENSED
INTELLECTUAL PROPERTY OR TRANSFERRED IP AGREEMENTS, INCLUDING FAILING TO PERFORM
OR CAUSE