AMOUNT
OF ANY INSURANCE COVERAGE;
5.2.15.
TERMINATION OR WAIVER.
TERMINATE OR
WAIVE ANY RIGHT OF SUBSTANTIAL VALUE;
5.2.16.
EMPLOYEE BENEFIT PLANS; PAY INCREASES.
(I) ADOPT OR AMEND ANY COMPANY EMPLOYEE PLAN, OR AMEND ANY COMPENSATION,
BENEFIT, ENTITLEMENT, GRANT OR AWARD PROVIDED OR MADE UNDER ANY SUCH PLAN,
EXCEPT IN EACH CASE AS REQUIRED UNDER ERISA, APPLICABLE LEGAL REQUIREMENTS OR AS
NECESSARY TO MAINTAIN THE QUALIFIED STATUS OF SUCH PLAN UNDER THE CODE;
(II) MATERIALLY AMEND ANY DEFERRED COMPENSATION PLAN WITHIN THE MEANING OF
SECTION 409A OF THE CODE AND INTERNAL REVENUE SERVICE NOTICE 2005-1, EXCEPT TO
THE EXTENT NECESSARY TO MEET THE REQUIREMENTS OF SUCH SECTION OR NOTICE;
(III) PAY ANY SPECIAL BONUS OR SPECIAL REMUNERATION TO ANY EMPLOYEE OR
NON-EMPLOYEE MANAGER (OR DIRECTOR, AS THE CASE MAY BE) OR CONSULTANT OR INCREASE
THE SALARIES, WAGE RATES OR FEES OF ITS EMPLOYEES OR CONSULTANTS, OTHER THAN
PURSUANT TO PREEXISTING PLANS, POLICIES OR CONTRACTS WHICH HAVE BEEN DISCLOSED
TO PURCHASER AND ARE SET FORTH ON SCHEDULE
OF THE DISCLOSURE SCHEDULE; OR
(IV) ESTABLISH OR ADD ANY NEW MEMBERS TO THE MANAGEMENT COMMITTEE OR BOARD OF
DIRECTORS, AS THE CASE MAY BE, OF THE COMPANY OR ANY SUBSIDIARY;
5.2.17.
SEVERANCE ARRANGEMENTS.
GRANT OR PAY, OR
ENTER INTO ANY CONTRACT PROVIDING FOR THE GRANTING OF ANY SEVERANCE, RETENTION
OR TERMINATION PAY, OR THE ACCELERATION OF BENEFITS, TO ANY PERSON, OTHER THAN
PAYMENTS OR ACCELERATION MADE PURSUANT TO PREEXISTING PLANS, POLICIES OR
CONTRACTS WHICH HAVE BEEN DISCLOSED TO PURCHASER AND ARE SET FORTH ON SCHEDULE
OF THE DISCLOSURE SCHEDULE;
5.2.18.
LAWSUITS; SETTLEMENTS.
(I) COMMENCE A
LAWSUIT OR LEGAL PROCEEDING, OTHER THAN (A) FOR THE ROUTINE COLLECTION OF BILLS,
(B) IN SUCH CASES WHERE IT IN GOOD FAITH DETERMINES THAT FAILURE TO COMMENCE
SUIT WOULD RESULT IN THE MATERIAL IMPAIRMENT OF A VALUABLE ASPECT OF ITS
BUSINESS (PROVIDED THAT IT CONSULTS WITH PURCHASER PRIOR TO THE FILING OF SUCH A
SUIT), OR (C) FOR A BREACH OF THIS AGREEMENT; OR (II) SETTLE OR AGREE TO SETTLE
ANY PENDING OR THREATENED LAWSUIT, LEGAL PROCEEDING OR OTHER DISPUTE;
5.2.19.
ACQUISITIONS; SUBSIDIARIES.
ACQUIRE OR
AGREE TO ACQUIRE BY MERGING OR CONSOLIDATING WITH, OR BY PURCHASING A
SUBSTANTIAL PORTION OF THE ASSETS 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 ITS AND ITS SUBSIDIARIES'
BUSINESS, OR ENTER INTO ANY CONTRACT WITH RESPECT TO A JOINT VENTURE, STRATEGIC
ALLIANCE OR PARTNERSHIP, OR ESTABLISH ANY SUBSIDIARY;
5.2.20.
TAXES.
MAKE OR CHANGE ANY ELECTION IN
RESPECT OF TAXES, ADOPT OR CHANGE ANY ACCOUNTING METHOD IN RESPECT OF TAXES,
FILE ANY TAX RETURN OR ANY AMENDMENT TO A TAX RETURN, ENTER INTO ANY TAX SHARING
OR SIMILAR 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, OR