material business activities, to incur no
obligations and to acquire no assets at any time after the Closing Date.
6.12.
Exercise of Rights. Enforce all of its rights under the Acquisition
Agreement and any documents executed in connection therewith including, but not
limited to, all indemnification rights and pursue all remedies available to it
with diligence and in good faith in connection with the enforcement of any such
rights, unless the failure to so exercise such rights or pursue such remedies
could not reasonably be expected to have a Material Adverse Effect.
VII
NEGATIVE COVENANTS.
No Borrower shall, until satisfaction in full of the Obligations and termination
of this Agreement:
7.1.
MERGER, CONSOLIDATION, ACQUISITION AND SALE OF ASSETS.
(A)
ENTER INTO ANY MERGER, CONSOLIDATION OR OTHER REORGANIZATION WITH
OR INTO ANY OTHER PERSON OR ACQUIRE ALL OR A SUBSTANTIAL PORTION OF THE ASSETS
OR EQUITY INTERESTS OF ANY PERSON OR PERMIT ANY OTHER PERSON TO CONSOLIDATE WITH
OR MERGE WITH IT.
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(B)
SELL, LEASE, TRANSFER OR OTHERWISE DISPOSE OF ANY OF ITS
PROPERTIES OR ASSETS, EXCEPT (I) DISPOSITIONS OF INVENTORY AND EQUIPMENT TO THE
EXTENT EXPRESSLY PERMITTED BY SECTION 4.3 AND (II) ANY OTHER SALES OR
DISPOSITIONS EXPRESSLY PERMITTED BY THIS AGREEMENT.
7.2.
CREATION OF LIENS. CREATE OR SUFFER TO EXIST ANY LIEN OR TRANSFER
UPON OR AGAINST ANY OF ITS PROPERTY OR ASSETS NOW OWNED OR HEREAFTER ACQUIRED,
EXCEPT PERMITTED ENCUMBRANCES.
7.3.
GUARANTEES. BECOME LIABLE UPON THE OBLIGATIONS OR LIABILITIES OF ANY
PERSON BY ASSUMPTION, ENDORSEMENT OR GUARANTY THEREOF OR OTHERWISE (OTHER THAN
TO LENDERS) EXCEPT (A) AS DISCLOSED ON SCHEDULE 7.3, AND (B) THE ENDORSEMENT OF
CHECKS IN THE ORDINARY COURSE OF BUSINESS.
7.4.
INVESTMENTS. PURCHASE OR ACQUIRE OBLIGATIONS OR EQUITY INTERESTS OF,
OR ANY OTHER INTEREST IN, ANY PERSON, EXCEPT (A) OBLIGATIONS ISSUED OR
GUARANTEED BY THE UNITED STATES OF AMERICA OR ANY AGENCY THEREOF, (B) COMMERCIAL
PAPER WITH MATURITIES OF NOT MORE THAN 270 DAYS AND A PUBLISHED RATING OF NOT
LESS THAN A-1 OR P-1 (OR THE EQUIVALENT RATING), (C) CERTIFICATES OF TIME
DEPOSIT AND BANKERS' ACCEPTANCES HAVING MATURITIES OF NOT MORE THAN 180 DAYS AND
REPURCHASE AGREEMENTS BACKED BY UNITED STATES GOVERNMENT SECURITIES OF A
COMMERCIAL BANK IF (I) SUCH BANK HAS A COMBINED CAPITAL AND SURPLUS OF AT LEAST
$500,000,000, OR (II) ITS DEBT OBLIGATIONS, OR THOSE OF A HOLDING COMPANY OF
WHICH IT IS A SUBSIDIARY, ARE RATED NOT LESS THAN A (OR THE EQUIVALENT RATING)
BY A NATIONALLY RECOGNIZED INVESTMENT RATING AGENCY, AND (D) U.S. MONEY MARKET
FUNDS THAT INVEST SOLELY IN OBLIGATIONS ISSUED OR GUARANTEED BY THE UNITED
STATES OF AMERICA OR AN AGENCY THEREOF.
7.5.
Loans. Make advances, loans or extensions of credit to any Person,
including any Parent, Subsidiary or Affiliate except with respect to (a) the
extension of commercial trade credit in connection with the sale of Inventory in
the Ordinary Course of Business (b) loans to its employees in the Ordinary
Course of Business not to exceed the aggregate amount of $100,000 at any