(or that requires that the Seller provide a certain period of notice to an
employee in advance of the effective date of termination or pay in lieu of such
advance notice) to any employee, director, officer or consultant of Seller,
provided that this shall not serve to prohibit Seller 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;
(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