(DD)
THE COMMENCEMENT OR TERMINATION OF, OR CHANGE IN, ANY LINE OF
BUSINESS OF THE COMPANY OTHER THAN IN THE ORDINARY COURSE OF BUSINESS;
(EE)
THE CANCELLATION, AMENDMENT OR FAILURE TO RENEW ANY INSURANCE
POLICY OTHER THAN IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICE, OR FAILURE TO USE COMMERCIALLY REASONABLE EFFORTS TO GIVE ALL NOTICES
AND PRESENT ALL CLAIMS UNDER ALL SUCH POLICIES IN A TIMELY FASHION, EXCEPT FOR
ANY OF THE FOREGOING WHICH DO NOT GIVE RISE TO A MATERIAL ADVERSE EFFECT;
(FF)
ANY AMENDMENT, FAILURE TO RENEW, OR FAILURE TO USE COMMERCIALLY
REASONABLE EFFORTS TO MAINTAIN, ITS EXISTING APPROVALS OR FAILURE TO OBSERVE ANY
LAW OR ORDER APPLICABLE TO THE CONDUCT OF THE BUSINESS OF THE COMPANY OR THE
ASSETS AND PROPERTIES OF THE COMPANY, EXCEPT FOR ANY OF THE FOREGOING WHICH
WOULD NOT REASONABLY BE EXPECTED TO GIVE RISE TO A MATERIAL ADVERSE EFFECT;
(GG)
TO COMPANY'S KNOWLEDGE, ANY FAILURE TO PAY OR OTHERWISE SATISFY ANY
OBLIGATIONS TO PROCURE, MAINTAIN, RENEW, EXTEND OR ENFORCE ANY COMPANY
INTELLECTUAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, SUBMISSION OF REQUIRED
DOCUMENTS OR FEES DURING THE PROSECUTION OF PATENT, TRADEMARK OR OTHER
APPLICATIONS FOR REGISTERED INTELLECTUAL PROPERTY RIGHTS OTHER THAN IN THE
ORDINARY COURSE OF BUSINESS OR WHICH WOULD NOT REASONABLY BE EXPECTED TO GIVE
RISE TO A MATERIAL ADVERSE EFFECT;
(HH)
ANY PHYSICAL DAMAGE, DESTRUCTION OR OTHER CASUALTY LOSS (WHETHER OR
NOT COVERED BY INSURANCE) AFFECTING ANY OF THE REAL OR PERSONAL PROPERTY OR
EQUIPMENT OF THE COMPANY INDIVIDUALLY OR IN THE AGGREGATE IN AN AMOUNT EXCEEDING
FIFTEEN THOUSAND DOLLARS ($15,000);
(II)
THE REPURCHASE, CANCELLATION OR MODIFICATION OF THE TERMS OF ANY
COMPANY COMMON STOCK, OR OTHER FINANCIAL INSTRUMENT THAT DERIVES THE MAJORITY OF
ITS VALUE FROM ITS CONVERTIBILITY INTO COMPANY COMMON STOCK, OTHER THAN
TRANSACTIONS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS AND PURSUANT TO
CONTRACTUAL PROVISIONS IN EFFECT AT THE DATE OF THIS AGREEMENT; OR
(JJ)
ANY ENTERING INTO ANY AGREEMENT TO DO ANY OF THE FOREGOING.
2.8
No Undisclosed Liabilities.
Except as set forth
in Schedule 2.8, the Company has no obligations or liabilities of any nature
(matured or unmatured, fixed or contingent) other than (i) those set forth or
reserved against in the Company Financials, (ii) those incurred in connection
with this Agreement or the transactions contemplated hereby, (iii) those
incurred in the ordinary course of business consistent with the Company's past
practice, and (iv) those set forth in this Agreement or the Schedules hereto.
14
2.9
Restrictions on Business Activities.
Except as
set forth in Schedule 2.9, there is no agreement or Order binding upon the
Company, or any of its assets or properties which has had or could reasonably be
expected to have the effect of prohibiting or impairing any current or future
business practice of the Company, any acquisition of property by the Company or
the conduct of business by the Company as currently conducted or as proposed to
be conducted by the Company other than in the ordinary