SCHOENEMAN BEAUTY SUPPLY BUSINESS OR ITS
ASSETS;
5.5.8
ANY: (I) CHANGE IN ANY METHOD OF ACCOUNTING OR ACCOUNTING
PRINCIPLES OR PRACTICES BY THE CORPORATION, EXCEPT FOR ANY SUCH CHANGE REQUIRED
BY REASON OF A CONCURRENT CHANGE IN GAAP; OR (II) REVALUATION OF ANY MATERIAL
ASSETS, EXCEPT THE WRITE-DOWN OR WRITE-OFF OF ACCOUNTS RECEIVABLE OR INVENTORY
IN THE ORDINARY COURSE OF BUSINESS;
5.5.9
ANY: (I) GRANT OF ANY SEVERANCE OR TERMINATION PAY TO (OR AMENDMENT
TO ANY EXISTING ARRANGEMENT WITH) ANY DIRECTOR, OFFICER OR EMPLOYEE OF THE
CORPORATION; (II) INCREASE IN BENEFITS PAYABLE UNDER ANY EXISTING SEVERANCE OR
TERMINATION PAY POLICIES OR EMPLOYMENT AGREEMENTS; (III) EMPLOYMENT, DEFERRED
COMPENSATION OR OTHER SIMILAR AGREEMENT (OR ANY AMENDMENT TO ANY SUCH EXISTING
AGREEMENT) ENTERED INTO WITH ANY DIRECTOR, OFFICER OR EMPLOYEE OF THE
CORPORATION; (IV) ESTABLISHMENT, ADOPTION OR AMENDMENT (EXCEPT AS REQUIRED BY
APPLICABLE LAW) OF ANY COLLECTIVE BARGAINING, BONUS, PROFIT-SHARING, THRIFT,
PENSION, RETIREMENT, DEFERRED COMPENSATION, COMPENSATION, STOCK OPTION,
RESTRICTED STOCK OR OTHER BENEFIT PLAN OR ARRANGEMENT COVERING ANY DIRECTOR,
OFFICER OR EMPLOYEE OF THE CORPORATION; OR (V) INCREASE IN COMPENSATION, BONUS
OR OTHER BENEFITS PAYABLE TO ANY DIRECTOR, OFFICER OR EMPLOYEE OF THE
CORPORATION;
23
5.5.10
ANY CAPITAL EXPENDITURES, OR COMMITMENTS FOR CAPITAL EXPENDITURES,
IN AN AMOUNT IN EXCESS OF $50,000 IN THE AGGREGATE, BY THE CORPORATION;
5.5.11
ANY MATERIAL TAX ELECTION MADE OR CHANGED, ANY ANNUAL TAX ACCOUNTING
PERIOD CHANGED, ANY METHOD OF TAX ACCOUNTING ADOPTED OR CHANGED, ANY AMENDED TAX
RETURNS OR CLAIMS FOR
TAX REFUNDS FILED, ANY CLOSING AGREEMENT ENTERED INTO,
ANY
PROPOSED TAX ADJUSTMENTS OR ASSESSMENTS, ANY
TAX CLAIM, AUDIT OR
ASSESSMENT SETTLED, OR ANY RIGHT TO CLAIM A TAX REFUND, OFFSET OR OTHER
REDUCTION IN TAX LIABILITY SURRENDERED, IN EACH CASE, BY THE CORPORATION;
5.5.12
ANY MATERIAL PAYMENTS MADE TO, DISCOUNTING IN FAVOR OF OR ANY OTHER
CONSIDERATION EXTENDED TO CUSTOMERS OR SUPPLIERS BY THE CORPORATION, OTHER THAN
IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE;
5.5.13
ANY FAILURE TO PAY OR SATISFY WHEN DUE ANY MATERIAL LIABILITY OF THE
CORPORATION;
5.5.14
ANY SALE, TRANSFER, LEASE OR OTHER DISPOSITION OF ANY ASSET, EXCEPT
FOR INVENTORY SOLD IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICE;
5.5.15
ANY ACQUISITION OF A MATERIAL AMOUNT OF THE STOCK OR ASSETS OF ANY
OTHER PERSON;
5.5.16
ANY AMENDMENT, CANCELLATION, COMPROMISE OR WAIVER OF ANY MATERIAL
CLAIM OR RIGHT OF THE CORPORATION; OR
5.5.17
ANY AGREEMENT OR COMMITMENT BY THE CORPORATION TO DO ANY OF THE
FOREGOING OR ANY ACTION OR OMISSION BY THE CORPORATION THAT WOULD REASONABLY BE
EXPECTED TO RESULT IN ANY OF THE FOREGOING.
5.6
Books Of Account.
The Corporation's books of account and other
records fairly present and reflect in all material respects (subject to normal
month end and year end adjustments) all of the transactions entered into by the
Corporation and as to which the Corporation is a party or may be bound or
otherwise affected.
5.7
Tax Matters.
Except as set forth on Schedule 5.7:
5.7.1
THE CORPORATION HAS TIMELY FILED ALL TAX