LIABILITIES OR THE BUSINESS OTHER THAN ANY LITIGATION BETWEEN
THE PARTIES THAT IS RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
OR ANY ANCILLARY AGREEMENT;
(I)
CAUSE OR PERMIT ANY AMENDMENTS TO ITS CERTIFICATE OF
INCORPORATION OR BYLAWS OR OTHER ORGANIZATIONAL DOCUMENTS EXCEPT AS CONTEMPLATED
IN SECTION 6.1;
(J)
ACQUIRE OR AGREE TO ACQUIRE BY MERGING OR CONSOLIDATING WITH, OR
BY PURCHASING ANY ASSETS OR EQUITY SECURITIES OF, OR BY ANY OTHER MANNER, ANY
BUSINESS OR ANY CORPORATION, PARTNERSHIP, ASSOCIATION OR OTHER BUSINESS
ORGANIZATION OR DIVISION THEREOF, OR OTHERWISE ACQUIRE OR AGREE TO ACQUIRE ANY
ASSETS WHICH ARE MATERIAL, INDIVIDUALLY OR IN THE AGGREGATE, TO THE BUSINESS;
(K)
SELL, LEASE, LICENSE OR OTHERWISE DISPOSE OF ANY ASSETS OR
PROPERTIES THAT WOULD OTHERWISE BE PURCHASED ASSETS (OTHER THAN SALES TO
CUSTOMERS OF PRODUCTS AND SERVICES IN THE ORDINARY COURSE OF BUSINESS, AND
NON-EXCLUSIVE LICENSES GRANTED TO CUSTOMERS IN CONNECTION THEREWITH);
(L)
INCUR ANY INDEBTEDNESS FOR BORROWED MONEY OR GUARANTEE ANY SUCH
INDEBTEDNESS OR ISSUE OR SELL ANY DEBT SECURITIES OF SELLERS OR GUARANTEE ANY
DEBT SECURITIES OF OTHERS, OTHER THAN IN CONNECTION WITH THE SALE OF ACCOUNTS
AND/OR RECEIVABLES TO A FACTOR IN THE ORDINARY COURSE OF BUSINESS;
48
(M)
GRANT ANY LOANS TO OTHERS OR PURCHASE DEBT SECURITIES OF OTHERS OR
AMEND THE TERMS OF ANY OUTSTANDING LOAN AGREEMENT EXCEPT FOR ADVANCES TO
EMPLOYEES FOR TRAVEL AND BUSINESS EXPENSES IN THE ORDINARY COURSE OF BUSINESS;
(N)
GRANT ANY SEVERANCE OR TERMINATION PAY TO ANY EMPLOYEE OUTSIDE THE
ORDINARY COURSE OF BUSINESS;
(O)
REVALUE ANY OF ITS ASSETS, INCLUDING WITHOUT LIMITATION WRITING
DOWN THE VALUE OF INVENTORY OR WRITING OFF ANY OF THE NOTES OR ACCOUNTS
RECEIVABLE EXCEPT IN EACH CASE, AS REQUIRED BY GAAP;
(P)
PAY, DISCHARGE OR SATISFY, IN AN AMOUNT IN EXCESS OF $50,000
INDIVIDUALLY (OR, IN THE CASE OF ANY PERSON OR GROUP OF RELATED PERSONS,
$100,000 IN THE AGGREGATE FOR ALL PAYMENTS TO SUCH PERSON OR PERSONS), ANY
CLAIM, LIABILITY OR OBLIGATION (ABSOLUTE, ACCRUED, ASSERTED OR UNASSERTED,
CONTINGENT OR OTHERWISE), OTHER THAN THE PAYMENT, DISCHARGE OR SATISFACTION IN
THE ORDINARY COURSE OF BUSINESS OF LIABILITIES REFLECTED OR RESERVED AGAINST IN
THE FINANCIAL STATEMENTS OR OBLIGATIONS ARISING IN THE ORDINARY COURSE OF
BUSINESS AFTER THE DATE OF THE FINANCIAL STATEMENTS.
(Q)
MAKE OR CHANGE ANY MATERIAL ELECTION IN RESPECT OF TAXES, ADOPT OR
CHANGE ANY MATERIAL ACCOUNTING METHOD IN RESPECT OF TAXES, ENTER INTO ANY TAX
SHARING AGREEMENT, TAX INDEMNITY AGREEMENT, TAX ALLOCATION AGREEMENT OR CLOSING
AGREEMENT, SETTLE ANY CLAIM OR ASSESSMENT IN RESPECT OF TAXES, OR CONSENT TO ANY
EXTENSION OR WAIVER OF THE LIMITATION PERIOD APPLICABLE TO ANY CLAIM OR
ASSESSMENT IN RESPECT OF TAXES;
(R)
ENTER INTO ANY STRATEGIC OR JOINT MARKETING ARRANGEMENT OR
AGREEMENT INVOLVING THE BUSINESS OR ANY OF THE PURCHASED ASSETS, OTHER THAN THE
RENEWAL OF AGREEMENTS WITH DISTRIBUTORS OF SELLERS' PRODUCTS ON SUBSTANTIALLY
THE SAME TERMS AS THOSE IN EXISTENCE ON THE DATE HEREOF;
(S)
(I) ADOPT, ENTER INTO OR MODIFY ANY SELLERS' EMPLOYEE PLAN,
(II) ENTER INTO ANY