IN THE ORDINARY COURSE OF BUSINESS;
(J) ENTERED INTO ANY OTHER MATERIAL TRANSACTION OR MATERIALLY CHANGED ANY
BUSINESS PRACTICE;
(K) MADE OR GRANTED OR PROMISED ANY BONUS OR ANY WAGE, SALARY OR COMPENSATION
INCREASE (OTHER THAN THE REQUIRED INCREASES (NONE OF WHICH ARE MATERIAL) UNDER
THE COLLECTIVE
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bargaining agreement for white collar trade employees) in excess of EUR 5.000
per year to any director, officer, employee or sales representative, group of
employees or consultant or made or granted or promised any increase in any
employee benefit plan or arrangement, or amended or terminated any existing
employee benefit plan or arrangement or adopted any new employee benefit plan or
arrangement;
(L) MADE ANY OTHER CHANGE IN EMPLOYMENT TERMS FOR ANY OF THEIR DIRECTORS,
OFFICERS, AND EMPLOYEES OUTSIDE THE ORDINARY COURSE OF BUSINESS OR ENTERED INTO
ANY TRANSACTION WITH ANY INSIDER, OR EXCEPT AS SPECIFICALLY CONTEMPLATED BY THIS
AGREEMENT, ENTERED INTO ANY CONTRACT, AGREEMENT OR TRANSACTION, OTHER THAN IN
THE ORDINARY COURSE OF BUSINESS AND AT ARM'S LENGTH, WITH PERSONS WHO ARE
AFFILIATES OR INSIDERS;
(M) INCURRED INTERCOMPANY LIABILITIES OR CONDUCTED ITS CASH MANAGEMENT CUSTOMS
AND PRACTICES OTHER THAN IN THE ORDINARY COURSE OF BUSINESS (INCLUDING, WITHOUT
LIMITATION, WITH RESPECT TO MAINTENANCE OF WORKING CAPITAL BALANCES, COLLECTION
OF ACCOUNTS RECEIVABLE AND PAYMENT OF ACCOUNTS PAYABLE); ALL INTERCOMPANY
LIABILITIES WERE CLEARED AS PER APRIL 30, 2004 AND NO MATERIAL INTERCOMPANY
LIABILITIES WERE INCURRED SINCE THEN;
(N) MADE ANY MATERIAL CAPITAL EXPENDITURE;
(O) MADE ANY LOANS OR ADVANCES TO, OR GUARANTEES FOR THE BENEFIT OF, ANY PERSONS
(OTHER THAN (A) GUARANTEES TO CUSTOMERS IN THE ORDINARY COURSE OF BUSINESS AND
CONSISTENT WITH THE POLICIES AND PRACTICES DISCLOSED TO BUYERS OR SMI AND (B) A
LOAN OF EUR 3.000 GRANTED TO ONE EMPLOYEE OF THE COMPANY);
(P) MADE ANY CHARITABLE CONTRIBUTIONS, PLEDGES, OR PAID ANY ASSOCIATION FEES OR
DUES IN EXCESS OF EUR 25,000;
(Q) CHANGED OR AUTHORIZED ANY CHANGE IN ITS ORGANIZATIONAL DOCUMENTS OTHER THAN
CARD'S TRANSFORMATION INTO A LIMITED PARTNERSHIP AS PER DECEMBER 31, 2003;
(R) MATERIALLY DELAYED OR POSTPONED THE REPAIR AND MAINTENANCE OF ITS PROPERTIES
OR THE PAYMENT OF ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND OTHER LIABILITIES;
(S) INSTITUTED ANY COURT PROCEEDING OR SETTLED ANY CLAIM PENDING IN COURT OR
LAWSUIT INVOLVING EQUITABLE OR INJUNCTIVE RELIEF OR INVOLVING MORE THAN EUR
10,000 IN THE AGGREGATE;
(T) GRANTED ANY PERFORMANCE GUARANTEES TO THEIR CUSTOMERS OTHER THAN IN THE
ORDINARY COURSE OF BUSINESS AND CONSISTENT WITH THE POLICIES AND PRACTICES
WITHIN THE KNOWLEDGE OF BUYERS OR SMI;
(U) ACQUIRED ANY OTHER BUSINESS OR ENTITY (OR ANY SIGNIFICANT PORTION OR
DIVISION THEREOF), WHETHER BY MERGER, CONSOLIDATION OR REORGANIZATION OR BY THE
PURCHASE OF ITS ASSETS OR STOCK OR ACQUIRED ANY OTHER MATERIAL ASSETS, WITH THE
EXCEPTION OF THE TRANSFORMATION OF CARD INTO A LIMITED PARTNERSHIP;
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(V) ENGAGED IN ANY TRANSACTION WITH SELLERS OR ITS AFFILIATES OTHER THAN ON
ARM'S-LENGTH TERMS;
(W) LOST, HAD SUSPENDED, CONDITIONED OR REVOKED ANY LICENSE; OR
(X) COMMITTED OR AGREED TO ANY OF THE FOREGOING.
6.10 Title