OF THE MOST RECENT
BALANCE SHEET DATE (THE "CURRENT BALANCE SHEET") AND PAID, DISCHARGED OR
SATISFIED IN THE ORDINARY COURSE OF BUSINESS OR (B) INCURRED SINCE THE MOST
RECENT BALANCE SHEET DATE AND PAID, DISCHARGED OR SATISFIED, IN EACH CASE IN THE
ORDINARY COURSE OF BUSINESS;
(C)
EXCEPT AS CONTEMPLATED BY THIS AGREEMENT OR ANY RELATED DOCUMENT,
MADE ANY CHANGE OR AMENDMENTS TO ITS CERTIFICATE OF INCORPORATION OR BY-LAWS OR
MATERIAL CHANGE
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TO ANY MATERIAL CONTRACT OR ARRANGEMENT BY WHICH IT IS BOUND OR WHICH ANY OF ITS
ASSETS OR PROPERTIES ARE SUBJECT;
(D)
EXCLUSIVELY LICENSED ANY MATERIAL COMPANY INTELLECTUAL PROPERTY TO
ANY PERSON;
(E)
PERMITTED ANY OF ITS MATERIAL ASSETS, TANGIBLE OR INTANGIBLE, TO
BECOME SUBJECT TO ANY LIEN (OTHER THAN ANY PERMITTED LIEN);
(F)
WRITTEN OFF AS UNCOLLECTIBLE ANY ACCOUNTS RECEIVABLE OTHER THAN
(I) IN THE ORDINARY COURSE OF BUSINESS OR (II) FOR AMOUNTS NOT GREATER THAN
$350,000;
(G)
TERMINATED OR AMENDED OR SUFFERED THE TERMINATION OR AMENDMENT OF,
OTHER THAN IN THE ORDINARY COURSE OF BUSINESS, OR FAILED TO PERFORM IN ALL
MATERIAL RESPECTS ALL OF ITS OBLIGATIONS OR SUFFERED OR PERMITTED ANY MATERIAL
DEFAULT TO EXIST UNDER, ANY MATERIAL CONTRACT, LICENSE OR PERMIT;
(H)
SUFFERED ANY DAMAGE, DESTRUCTION OR LOSS (WHETHER OR NOT COVERED
BY INSURANCE) TO ANY ASSETS OR PROPERTIES OF THE COMPANY GROUP WHICH IN THE
AGGREGATE EXCEEDS $350,000;
(I)
MADE ANY LOAN (OTHER THAN INTERCOMPANY ADVANCES) TO ANY OTHER
PERSON (OTHER THAN ADVANCES TO EMPLOYEES IN THE ORDINARY COURSE OF BUSINESS)
WHICH EXCEED $100,000 INDIVIDUALLY OR $200,000 IN THE AGGREGATE;
(J)
CANCELED, WAIVED OR RELEASED ANY DEBT, CLAIM OR RIGHT IN AN
AMOUNT OR HAVING A VALUE EXCEEDING $350,000;
(K)
OTHER THAN A PERMITTED AFFILIATE TRANSACTION, PAID ANY AMOUNT TO
OR ENTERED INTO ANY AGREEMENT, ARRANGEMENT OR TRANSACTION WITH ANY AFFILIATE
(INCLUDING ITS OFFICERS, DIRECTORS AND EMPLOYEES) OUTSIDE THE ORDINARY COURSE OF
BUSINESS;
(L)
DECLARED, SET ASIDE, OR PAID ANY DIVIDEND OR DISTRIBUTION WITH
RESPECT TO ANY EQUITY SECURITY OR REDEEMED, PURCHASED OR OTHERWISE ACQUIRED ANY
EQUITY SECURITY;
(M)
OTHER THAN IN THE ORDINARY COURSE OF BUSINESS, GRANTED ANY INCREASE
IN THE COMPENSATION OF ANY OFFICER OR EMPLOYEE OR MADE ANY OTHER CHANGE IN
EMPLOYMENT TERMS OF ANY OFFICER OR EMPLOYEE;
(N)
MADE ANY CHANGE IN ANY METHOD OF ACCOUNTING OR ANY MATERIAL CHANGE
IN ANY ACCOUNTING PRACTICE;
(O)
FAILED TO MAINTAIN, OR PERMITTED THE LOSS, LAPSE OR ABANDONMENT
OF, ANY MATERIAL COMPANY INTELLECTUAL PROPERTY;
(P)
TO THE KNOWLEDGE OF THE COMPANY, SUFFERED OR CAUSED ANY OTHER
OCCURRENCE, EVENT OR TRANSACTION KNOWN TO THE COMPANY WHICH, INDIVIDUALLY OR
TOGETHER WITH
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EACH OTHER OCCURRENCE, EVENT OR TRANSACTION, HAS HAD OR COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; OR
(Q)
AGREED, IN WRITING OR OTHERWISE, TO ANY OF THE FOREGOING.
4.7
LITIGATION.
EXCEPT AS SET FORTH ON SCHEDULE 4.7, THERE ARE NO
CLAIMS PENDING OR, TO THE KNOWLEDGE OF THE COMPANY, THREATENED AGAINST OR
AFFECTING THE COMPANY OR ANY OTHER MEMBER OF THE COMPANY GROUP AT LAW OR