FROM PAYING ANY SEVERANCE OR
TERMINATION PAY (OR PAY IN LIEU OF ADVANCE NOTICE) WHICH SELLER WAS OBLIGATED TO
PAY PURSUANT TO ANY AGREEMENT, POLICY OR PRACTICE ENTERED INTO PRIOR TO THE
EXECUTION OF THIS AGREEMENT, EVEN IF THE EVENT TRIGGERING THE ACTUAL OBLIGATION
TO PAY SUCH AMOUNTS OCCURS AFTER THE EXECUTION OF THIS AGREEMENT; (V) ADOPT OR
MATERIALLY AMEND ANY EMPLOYEE OR FRINGE BENEFIT PLANS, AGREEMENTS OR
ARRANGEMENTS, EXCEPT AS REQUIRED PURSUANT TO APPLICABLE LAW; OR (VI) ENGAGE IN
ANY WORK FORCE REDUCTION OR RESTRUCTURING RESULTING IN EMPLOYEE LAYOFFS
TRIGGERING THE NOTIFICATION REQUIREMENTS UNDER THE WORKER ADJUSTMENT AND
RETRAINING NOTIFICATION ACT OR SIMILAR APPLICABLE STATE OR MUNICIPAL STATUTE OR
ORDINANCE;
(D)
NOT MAKE ANY CHANGE IN ANY ACCOUNTING
PRINCIPLE, METHOD, ESTIMATE OR PRACTICE, EXCEPT FOR ANY SUCH CHANGE REQUIRED BY
REASON OF A CONCURRENT CHANGE IN GAAP;
33
(E)
NOT (I) ENTER INTO ANY CONTRACT, AGREEMENT,
COMMITMENT OR BINDING UNDERSTANDING OR ARRANGEMENT REQUIRING PERFORMANCE DURING
OR FOLLOWING A PERIOD IN EXCESS OF ONE YEAR OR OUTSIDE OF THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH PAST PRACTICE; OR (II) WITHOUT PRIOR CONSULTATION WITH
PURCHASER, RENEW, FAIL TO RENEW, OR PERMIT OR NOT PERMIT TO BE AUTOMATICALLY
RENEWED ANY MATERIAL AGREEMENT, INCLUDING ANY MATERIAL CUSTOMER, SUPPLIER,
DISTRIBUTOR, LICENSING, EMPLOYMENT OR OTHER MATERIAL CONTRACTS, TO WHICH SELLER
IS A PARTY (OTHER THAN AMENDMENTS OR TERMINATIONS OF AGREEMENTS PURSUANT TO OR
CONTEMPLATED BY THIS AGREEMENT);
(F)
NOT (I) CANCEL, MATERIALLY MODIFY OR
MATERIALLY AMEND ANY REAL PROPERTY LEASE OR MATERIAL CONTRACT; (II) CONTRACT FOR
OR INCUR ANY EXPENSE IN CONNECTION WITH OPENING ANY ADDITIONAL BUSINESS
FACILITY; (III) CANCEL ANY OF THE LISTED PERMITS OR ALLOW ANY LISTED PERMIT TO
EXPIRE OR NOT BE RENEWED; (IV) REVALUE ANY OF ITS MATERIAL ASSETS OR ANY
MATERIAL AMOUNT OF ITS PROPERTIES, OTHER THAN IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICE; OR (V) SELL OR DISPOSE OF ANY OF THE PURCHASED
ASSETS (EXCEPT FOR THE SALE OF INVENTORY AND THE DISPOSITION OF DAMAGED OR
DEFECTIVE INVENTORY, EQUIPMENT OR OTHER MATERIAL IN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH PAST PRACTICE), OR PERMIT THE CREATION OF ANY LIEN,
EXCEPT FOR PERMITTED LIENS;
(G)
NOT ENTER INTO OR AMEND ANY AGREEMENTS
PURSUANT TO WHICH ANY OTHER PARTY IS GRANTED EXCLUSIVE MARKETING, MANUFACTURING
OR OTHER EXCLUSIVE RIGHTS OF ANY TYPE OR SCOPE WITH RESPECT TO ANY OF ITS
PRODUCTS OR PROPRIETARY TECHNOLOGY, OTHER THAN EXCLUSIVE RIGHTS OF SELLER'S
CUSTOMERS IN MOLDS, TOOLING AND OTHER DESIGN MATERIALS OF SUCH CUSTOMERS;
(H)
NOT AMEND THE CERTIFICATE OF INCORPORATION,
BYLAWS OR SIMILAR ORGANIZATIONAL DOCUMENTS OF SELLER;
(I)
NOT MERGE OR CONSOLIDATE WITH ANY OTHER
PERSON OR ACQUIRE A MATERIAL AMOUNT OF ASSETS OR EQUITY OR DEBT SECURITIES FROM
ANY OTHER PERSON, EXCEPT FOR PURCHASES OF SUPPLIES AND CAPITAL EXPENDITURES IN
THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE OR OTHERWISE IN
ACCORDANCE WITH SELLER'S PROJECTIONS;
(J)
NOT COMMENCE A LAWSUIT, CLAIM, ACTION,
ARBITRATION OR OTHER ADMINISTRATIVE OR JUDICIAL PROCEEDING OTHER THAN (I) FOR
THE ROUTINE COLLECTION OF BILLS,