CERTIFICATE OF
INCORPORATION OR BYLAWS OR THE EQUIVALENT CHARTER DOCUMENTS OF THE OTHER TELOS
SELLERS;
(K)
SELL OR LICENSE ANY OF ITS TECHNOLOGY,
SOFTWARE OR INTELLECTUAL PROPERTY (INCLUDING WITHOUT LIMITATION TO CUSTOMERS OR
POTENTIAL CUSTOMERS) OTHER THAN LICENSES IN THE ORDINARY COURSE OF BUSINESS, OR
ACQUIRE ANY TECHNOLOGY, SOFTWARE OR INTELLECTUAL PROPERTY (OR ANY LICENSE
THERETO) FROM ANY THIRD PARTY (OTHER THAN LICENSES OF SOFTWARE GENERALLY
AVAILABLE TO THE PUBLIC) OTHER THAN IN THE ORDINARY COURSE OF BUSINESS OR ENTER
INTO ANY AGREEMENTS RELATING TO THE DEVELOPMENT OF TECHNOLOGY, SOFTWARE OR
INTELLECTUAL PROPERTY;
42
(L)
(I) INITIATE ANY LITIGATION, ACTION,
SUIT, PROCEEDING, CLAIM OR ARBITRATION (OTHER THAN FOR THE ROUTINE COLLECTION OF
BILLS) OR (II) EXCEPT FOR THOSE MATTERS SET FORTH ON SCHEDULE 6.3, SETTLE OR
AGREE TO SETTLE ANY LITIGATION, ACTION, SUIT, PROCEEDING, CLAIM OR ARBITRATION
(EXCEPT WHERE THE AMOUNT IN CONTROVERSY DOES NOT EXCEED $50,000 AND DOES NOT
INVOLVE INJUNCTIVE OR OTHER EQUITABLE RELIEF);
(M)
(I) EXCEPT FOR THOSE MATTERS SET FORTH ON
SCHEDULE 6.3 OF THE SELLER DISCLOSURE LETTER, PAY, DISCHARGE OR SATISFY, IN AN
AMOUNT IN EXCESS OF $50,000 IN ANY ONE CASE OR $250,000 IN THE AGGREGATE, ANY
LIABILITY ARISING OTHERWISE THAN IN THE ORDINARY COURSE OF BUSINESS, OTHER THAN
THE PAYMENT, DISCHARGE OR SATISFACTION OF LIABILITIES REFLECTED OR RESERVED
AGAINST IN THE SELLER BALANCE SHEET, OR (II) MAKE ANY CAPITAL EXPENDITURES,
CAPITAL ADDITIONS OR CAPITAL IMPROVEMENTS EXCEPT IN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH ITS PAST PRACTICES;
(N)
AMEND OR MODIFY ANY PRODUCT OR SERVICE
WARRANTIES IN EFFECT AS OF THE DATE HEREOF IN ANY MATERIAL MANNER THAT IS
ADVERSE TO THE TELOS SELLERS.
(O)
ENTER INTO ANY EXCLUSIVE LICENSE,
DISTRIBUTION, MARKETING OR SALES AGREEMENT;
(P)
ENTER INTO ANY COMMITMENT TO ANY PERSON TO
(I) DEVELOP SOFTWARE WITHOUT CHARGE OR (II) INCORPORATE ANY MATERIAL SOFTWARE OF
SUCH PERSON INTO ANY OF THE PRODUCTS OF THE TELOS SELLERS;
(Q)
PERMIT ANY SELLER-OWNED IP RIGHTS TO LAPSE
OR TO BE ABANDONED, DEDICATED, OR DISCLAIMED, FAIL TO PERFORM OR MAKE ANY
APPLICABLE FILINGS, RECORDINGS OR OTHER SIMILAR ACTIONS OR FILINGS, OR FAIL TO
PAY ALL REQUIRED FEES AND TAXES REQUIRED OR ADVISABLE TO MAINTAIN AND PROTECT
ITS INTEREST IN ALL SELLER-OWNED IP RIGHTS;
(R)
(I) AGREE TO DO ANY OF THE THINGS
DESCRIBED IN THE PRECEDING CLAUSES (A)-(Q), (II) TAKE OR AGREE TO TAKE ANY
ACTION WHICH WOULD MAKE ANY OF SELLER'S REPRESENTATIONS OR WARRANTIES CONTAINED
IN THIS AGREEMENT MATERIALLY UNTRUE OR INCORRECT, OR (III) TAKE OR AGREE TO TAKE
ANY ACTION WHICH WOULD PREVENT SELLER FROM PERFORMING OR CAUSE SELLER NOT TO
PERFORM ONE OR MORE COVENANTS REQUIRED HEREUNDER TO BE PERFORMED BY SELLER.
6.4
REGULATORY APPROVALS.
SELLER SHALL PROMPTLY
EXECUTE AND FILE, OR JOIN IN THE EXECUTION AND FILING OF, ANY APPLICATION,
NOTIFICATION OR OTHER DOCUMENT THAT MAY BE NECESSARY IN ORDER TO OBTAIN THE
AUTHORIZATION, APPROVAL OR CONSENT OF ANY GOVERNMENTAL AUTHORITY, WHETHER
FEDERAL, STATE, LOCAL OR FOREIGN, WHICH MAY BE REASONABLY REQUIRED, OR WHICH
BUYER MAY REASONABLY REQUEST, IN CONNECTION WITH