ANY LIABILITIES OR OBLIGATIONS; (H) MADE ANY PAYMENTS TO ITS AFFILIATES OR
ASSOCIATES OR LOANED ANY MONEY TO ANY PERSON OR ENTITY; (I) FORMED OR ACQUIRED
OR DISPOSED OF ANY INTEREST IN ANY CORPORATION, PARTNERSHIP, LIMITED LIABILITY
COMPANY, JOINT VENTURE OR OTHER ENTITY; (J) ENTERED INTO ANY EMPLOYMENT,
COMPENSATION, CONSULTING OR COLLECTIVE BARGAINING AGREEMENT OR ANY OTHER
AGREEMENT OF ANY KIND OR NATURE WITH ANY PERSON OR GROUP, OR MODIFIED OR AMENDED
IN ANY RESPECT THE TERMS OF ANY SUCH EXISTING AGREEMENT; (K) ENTERED INTO ANY
OTHER COMMITMENT OR TRANSACTION OR EXPERIENCE ANY OTHER EVENT THAT RELATES TO OR
AFFECT IN ANY WAY THIS AGREEMENT OR TO THE TRANSACTIONS CONTEMPLATED HEREBY, OR
THAT HAS AFFECTED, OR MAY ADVERSELY AFFECT THE PARENT'S BUSINESS, OPERATIONS,
ASSETS, LIABILITIES OR FINANCIAL CONDITION;
(1) AMENDED ITS ARTICLES OF
INCORPORATION OR BY-LAWS, EXCEPT AS OTHERWISE CONTEMPLATED HEREIN (M) MADE ANY
CHANGE IN ACCOUNTING METHODS OR PRACTICES OR INTERNAL CONTROL PROCEDURES, OTHER
THAN AS REQUIRED AS A RESULT OF CHANGES IN LAW OR GAAP; (N) MADE ANY SINGLE
EXPENDITURE OR COMMITMENT IN EXCESS OF $25,000 FOR ADDITIONS TO PROPERTY PLANT,
EQUIPMENT, OR INTANGIBLE CAPITAL ASSETS, OR (O) AGREED TO TAKE ANY ACTION
DESCRIBED IN THIS SECTION 4.15.
4.16
CONTRACTS.
SCHEDULE 4.16(A) HERETO IS A TRUE AND COMPLETE LIST OF
ALL CONTRACTS TO WHICH PARENT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTY
IS BOUND OR AFFECTED REQUIRING PAYMENTS TO OR FROM, OR INCURRING OF LIABILITIES
BY, PARENT IN EXCESS OF $100,000. EXCEPT AS SET FORTH ON SCHEDULE 4.16(B)
HERETO, PARENT HAS COMPLIED WITH AND PERFORMED, IN ALL MATERIAL RESPECTS, ALL OF
ITS OBLIGATIONS REQUIRED TO BE PERFORMED UNDER AND IS NOT IN DEFAULT WITH
RESPECT TO ANY OF THE CONTRACTS, AS OF THE DATE HEREOF, NOR HAS ANY EVENT
OCCURRED WHICH HAS NOT BEEN CURED WHICH, WITH OR WITHOUT THE GIVING OF NOTICE,
LAPSE OF TIME, OR BOTH, WOULD CONSTITUTE A DEFAULT IN ANY RESPECT THERE UNDER.
TO THE BEST KNOWLEDGE OF PARENT, NO OTHER PARTY HAS FAILED TO COMPLY WITH OR
PERFORM, IN ALL MATERIAL RESPECTS, ANY OF ITS OBLIGATIONS REQUIRED TO BE
PERFORMED UNDER OR
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IS IN MATERIAL DEFAULT WITH RESPECT TO ANY SUCH CONTRACTS, AS OF THE DATE
HEREOF, NOR HAS ANY EVENT OCCURRED WHICH, WITH OR WITHOUT THE GIVING OF NOTICE,
LAPSE OF TIME OR BOTH, WOULD CONSTITUTE A MATERIAL DEFAULT IN ANY RESPECT BY
SUCH PARTY THERE UNDER. EXCEPT AS SET FORTH ON SCHEDULE 4.16(C) HERETO, PARENT
KNOWS OF AND HAS NO REASON TO BELIEVE THAT THERE ARE ANY FACTS OR CIRCUMSTANCES,
WHICH WOULD MAKE A MATERIAL DEFAULT BY ANY PARTY TO ANY CONTRACT OR OBLIGATION
LIKELY TO OCCUR SUBSEQUENT TO THE DATE HEREOF.
4.17
PERMITS AND LICENSES. THE PARENT AND MERGER SUB HAVE ALL
CERTIFICATES OF OCCUPANCY, RIGHTS, PERMITS, CERTIFICATES, LICENSES, FRANCHISES,
APPROVALS AND OTHER AUTHORIZATIONS AS ARE REASONABLY NECESSARY TO CONDUCT THEIR
RESPECTIVE BUSINESSES AND TO OWN, LEASE, USE, OPERATE AND OCCUPY THEIR
RESPECTIVE ASSETS, AT THE PLACES AND IN THE MANNER NOW CONDUCTED