OF ANY PERSON, IN
EACH CASE, OTHER THAN PURSUANT TO THE CREDIT AGREEMENT AND IN THE ORDINARY
COURSE OF BUSINESS, OR MAKE ANY LOANS OR ADVANCES TO ANY EQUITY OWNER OR, EXCEPT
IN THE ORDINARY COURSE OF BUSINESS, TO ANY OTHER PERSON;
F.
ENTER INTO, AMEND OR TERMINATE ANY
MATERIAL COMPANY CONTRACT OTHER THAN IN THE ORDINARY COURSE OF BUSINESS;
G.
INCREASE THE COMPENSATION PAYABLE OR TO
BECOME PAYABLE TO ITS OFFICERS OR EQUITY OWNERS OR, EXCEPT IN THE ORDINARY
COURSE OF BUSINESS, EMPLOYEES, OR GRANT ANY SEVERANCE OR TERMINATION PAY TO, OR
ENTER INTO ANY EMPLOYMENT OR SEVERANCE AGREEMENT WITH, ANY OF ITS DIRECTORS,
OFFICERS, EQUITY OWNERS OR, EXCEPT IN THE ORDINARY COURSE OF BUSINESS, OTHER
EMPLOYEES, OR ESTABLISH, ADOPT, ENTER INTO OR AMEND OR TAKE ANY ACTION TO
ACCELERATE ANY RIGHTS OR BENEFITS UNDER ANY COLLECTIVE BARGAINING, BONUS, PROFIT
SHARING, TRUST, COMPENSATION, PENSION, RETIREMENT, DEFERRED COMPENSATION,
EMPLOYMENT, TERMINATION, SEVERANCE OR OTHER PLAN, AGREEMENT, TRUST, FUND, POLICY
OR ARRANGEMENT FOR THE BENEFIT OF ANY DIRECTORS, OFFICERS, EQUITY OWNERS OR,
EXCEPT IN THE ORDINARY COURSE OF BUSINESS, EMPLOYEES OR GRANT OR PAY ANY BONUSES
TO ANY EQUITY OWNER;
H.
PAY, DISCHARGE OR SATISFY ANY MATERIAL
CLAIMS, LIABILITIES OR OBLIGATIONS (ABSOLUTE, ACCRUED, ASSERTED OR UNASSERTED,
CONTINGENT OR OTHERWISE), OTHER THAN THE PAYMENT, DISCHARGE OR SATISFACTION IN
THE ORDINARY COURSE OF BUSINESS;
39
I.
DELAY ANY BUDGETED OR REASONABLY
NECESSARY CAPITAL EXPENDITURE OR MAKE OR INCUR ANY UNBUDGETED CAPITAL
EXPENDITURE IN EXCESS OF $20,000.00 IN THE AGGREGATE; PROVIDED, THAT THE
LIMITATION IN THIS SECTION 6.2(I) SHALL NOT APPLY TO (1) CAPITAL EXPENSES
APPROVED PRIOR TO THE DATE OF THIS AGREEMENT AND DISCLOSED TO THE BUYER PRIOR TO
THE DATE OF THIS AGREEMENT, OR (2) CAPITAL EXPENDITURES TO REPAIR OR REPLACE
ASSETS USED IN THE BUSINESS REASONABLY NECESSARY TO CONTINUE OR PRESERVE THE
BUSINESS;
J.
CANCEL ANY MATERIAL INDEBTEDNESS OF
ANY PERSON TO THE ACQUIRED COMPANIES (INDIVIDUALLY OR IN THE AGGREGATE) OR WAIVE
ANY CLAIMS OR RIGHTS OF SUBSTANTIAL VALUE;
K.
ENTER INTO ANY TRANSACTION WITH THE
SELLERS, THE EQUITY OWNERS OR ANY AFFILIATES OF THE SELLERS OR EQUITY OWNERS,
EXCEPT TRANSACTIONS IN THE ORDINARY COURSE OF BUSINESS;
L.
TAKE ANY ACTION TO CHANGE ACCOUNTING
POLICIES OR PROCEDURES (INCLUDING, WITHOUT LIMITATION, PROCEDURES WITH RESPECT
TO REVENUE RECOGNITION, PAYMENTS OF ACCOUNTS PAYABLE AND COLLECTION OF ACCOUNTS
RECEIVABLE);
M.
MAKE ANY TAX ELECTION INCONSISTENT WITH
PAST PRACTICE, REVOKE ANY TAX ELECTION, AGREE TO AN EXTENSION OF THE STATUTE OF
LIMITATIONS, OR SETTLE OR COMPROMISE ANY FEDERAL, STATE, LOCAL OR FOREIGN TAX
LIABILITY; OR
N.
AGREE, IN WRITING OR OTHERWISE, TO TAKE
OR AUTHORIZE ANY OF THE FOREGOING ACTIONS.
6.3
Notices and Consents; Hart-Scott-Rodino
Compliance.
Each Party will and the Sellers will cause the Acquired Companies
to give any notices to, make any filings with, and use their reasonable best
efforts to comply with the applicable filing requirements of the
Hart-Scott-Rodino Act and obtain the Third-Party Consents; provided however, in
connection with compliance with the Hart-Scott-Rodino Act, no Party will be
required to divest any