LEASED OR SUBLEASED THEREUNDER ARE SUPPLIED WITH
UTILITIES AND OTHER SERVICES NECESSARY FOR THE OPERATION OF SAID FACILITIES AS
CURRENTLY OPERATED BY THE ACQUIRED ENTITIES.
SECTION 4.9
ABSENCE OF CERTAIN CHANGES.
EXCEPT AS AND TO THE EXTENT
SET FORTH IN SCHEDULE 4.9, SINCE DECEMBER 31, 2005, THE ACQUIRED ENTITIES HAVE
CONDUCTED THEIR BUSINESS ONLY IN THE ORDINARY COURSE OF BUSINESS AND THERE HAS
NOT BEEN ANY:
(A)
CHANGE IN THE ACQUIRED ENTITIES' AUTHORIZED OR ISSUED CAPITAL
STOCK OR OTHER EQUITY INTERESTS, GRANT OF ANY STOCK OPTION OR RIGHT TO PURCHASE
SHARES OF CAPITAL STOCK OR OTHER EQUITY INTERESTS OF THE ACQUIRED ENTITIES OR
ISSUANCE OF ANY SECURITY CONVERTIBLE INTO SUCH CAPITAL STOCK OR OTHER EQUITY
INTERESTS;
(B)
AMENDMENT TO THE GOVERNING DOCUMENTS OF THE ACQUIRED ENTITIES;
(C)
PAYMENT (EXCEPT IN THE ORDINARY COURSE OF BUSINESS) BY AN ACQUIRED
ENTITY OF ANY BONUSES, SALARIES OR OTHER COMPENSATION TO ANY SHAREHOLDER,
DIRECTOR, OFFICER OR EMPLOYEE OR ENTRY INTO ANY EMPLOYMENT, SEVERANCE OR SIMILAR
CONTRACT WITH ANY DIRECTOR, OFFICER OR EMPLOYEE PROVIDING FOR AN ANNUAL RATE OF
COMPENSATION EXCEEDING $50,000.00 AND THAT IS NOT CANCELABLE UPON 90 DAYS OR
LESS NOTICE;
(D)
ADOPTION OF, AMENDMENT TO OR INCREASE IN THE PAYMENTS TO OR
BENEFITS UNDER, ANY EMPLOYEE PLAN;
(E)
DAMAGE TO OR DESTRUCTION OR LOSS IN EXCESS OF $25,000.00 TO ANY
ASSET OF THE ACQUIRED ENTITIES, WHETHER OR NOT COVERED BY INSURANCE;
(F)
EXCEPT AS DISCLOSED IN SCHEDULE 4.13, ENTRY INTO, TERMINATION OF
OR RECEIPT OF NOTICE OF TERMINATION OF (I) ANY LICENSE, DISTRIBUTORSHIP, DEALER,
SALES REPRESENTATIVE, JOINT VENTURE OR SIMILAR CONTRACT TO WHICH ANY ACQUIRED
ENTITY IS A PARTY, OR (II) ANY CONTRACT OR TRANSACTION (OTHER THAN ANY CONTRACT
OR TRANSACTION INVOLVING THE PERFORMANCE OF SERVICES OR DELIVERY OF GOODS OR
MATERIALS BY ANY ACQUIRED ENTITY OR TO ANY ACQUIRED ENTITY WHICH TERMINATED
AFTER COMPLETION OF PERFORMANCE BY SUCH ACQUIRED ENTITY) INVOLVING A TOTAL
REMAINING COMMITMENT BY THE ACQUIRED ENTITIES AS OF THE DATE OF THIS AGREEMENT
OF AT LEAST $25,000.00;
(G)
SALE (OTHER THAN SALES OF INVENTORIES OR SERVICES IN THE ORDINARY
COURSE OF BUSINESS), LEASE OR OTHER DISPOSITION OF ANY ASSET OR PROPERTY OF ANY
ACQUIRED ENTITY (INCLUDING THE INTELLECTUAL PROPERTY ASSETS) WHERE THE PROCEEDS
FROM SUCH DISPOSITION EXCEEDED $25,000.00 OR THE CREATION OF ANY ENCUMBRANCE ON
ANY ASSET WITH A BOOK VALUE GREATER THAN $25,000.00, OTHER PERMITTED
ENCUMBRANCES;
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(H)
CANCELLATION OR WAIVER OF ANY CLAIMS OR RIGHTS WITH A VALUE TO THE
ACQUIRED ENTITIES IN EXCESS OF $20,000.00;
(I)
MATERIAL CHANGE IN THE ACCOUNTING METHODS USED BY ANY ACQUIRED
ENTITY; OR
(J)
CONTRACT BY AN ACQUIRED ENTITY TO DO ANY OF THE FOREGOING.
SECTION 4.10
NO MATERIAL ADVERSE CHANGE.
EXCEPT AS SET FORTH IN
SCHEDULE 4.10 OR, AS MAY BE SHOWN IN THE ADJUSTED PURCHASE PRICE NOTICE (AS IT
MAY BE REVISED PURSUANT TO SECTION 2.4), SINCE THE DATE OF THE INTERIM BALANCE
SHEET, THERE HAS NOT BEEN ANY MATERIAL ADVERSE CHANGE IN THE BUSINESS, ASSETS,
LIABILITIES (CONTINGENT OR OTHERWISE), RESULTS OF OPERATIONS OR FINANCIAL
CONDITION, OF