EXCEPT FOR WRITE-OFFS IN THE ORDINARY
COURSE OF BUSINESS OR AS REQUIRED BY U.S. GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES CONSISTENTLY APPLIED;
(XIII)
ALLOWED THE LEVELS OF RAW MATERIALS, SUPPLIES,
WORK-IN-PROCESS, FINISHED GOODS, GOODS ON CONSIGNMENT OR OTHER MATERIALS
INCLUDED IN ITS INVENTORY TO VARY IN ANY MATERIAL RESPECT FROM THE LEVELS
MAINTAINED IN THE ORDINARY COURSE OF BUSINESS;
(XIV)
INSTITUTED ANY INCREASE IN ANY COMPENSATION
PAYABLE TO ANY DIRECTOR, OFFICER, CONSULTANT OR EMPLOYEE OR IN ANY
PROFIT-SHARING, BONUS, INCENTIVE, DEFERRED COMPENSATION, INSURANCE, PENSION,
RETIREMENT, MEDICAL, HOSPITAL, DISABILITY, WELFARE OR OTHER BENEFITS MADE
AVAILABLE TO ITS DIRECTORS, OFFICERS, CONSULTANTS OR EMPLOYEES, EXCEPT
(A) REGULARLY SCHEDULED SALARY INCREASES FOR EMPLOYEES, (B) YEAR-END BONUSES
PAID TO EMPLOYEES CONSISTENT WITH PAST COMPENSATION PRACTICES AND (C) THE
ADOPTION OF ANY ERISA BENEFIT PLANS OR NON-ERISA COMMITMENTS SET FORTH IN
SCHEDULES 3.15(A) AND 3.15(B), RESPECTIVELY;
(XV)
PAID ANY AMOUNT OR INCURRED ANY LIABILITY TO OR
IN RESPECT OF, OR SOLD ANY PROPERTIES OR ASSETS TO, OR ENTERED INTO ANY
TRANSACTION, AGREEMENT OR ARRANGEMENT WITH ANY CORPORATION OR BUSINESS IN WHICH
ANY OFFICER OR DIRECTOR OF THE COMPANY OR ANY SUBSIDIARY HAS ANY DIRECT OR
INDIRECT OWNERSHIP INTEREST;
21
(XVI)
ENTERED INTO ANY COLLECTIVE BARGAINING AGREEMENTS
OR EMPLOYMENT AGREEMENTS;
(XVII)
MADE ANY CHANGE IN THE ACCOUNTING PRINCIPLES AND
PRACTICES USED BY IT FROM THOSE APPLIED IN THE PREPARATION OF THE BALANCE SHEET
AND THE RELATED STATEMENTS OF INCOME AND CASH FLOW FOR THE PERIOD THEN ENDED; OR
(XVIII)
PREPARED OR FILED ANY TAX RETURN INCONSISTENT WITH
PAST PRACTICE OR, ON ANY SUCH TAX RETURN, TAKEN ANY POSITION, MADE ANY ELECTION,
OR ADOPTED ANY METHOD THAT IS INCONSISTENT WITH THE POSITIONS TAKEN, ELECTIONS
MADE OR METHODS USED IN PREPARING OR FILING SIMILAR TAX RETURNS IN PRIOR
PERIODS, EXCEPT WHERE NECESSITATED AS A RESULT OF A CHANGE IN CIRCUMSTANCES OF
THE COMPANY FROM A PRIOR PERIOD.
3.6.
NO UNDISCLOSED LIABILITIES.
EXCEPT AS SET
FORTH IN SCHEDULE 3.6, NEITHER THE COMPANY NOR ANY SUBSIDIARY IS SUBJECT TO ANY
MATERIAL LIABILITY (INCLUDING KNOWN UNASSERTED CLAIMS), WHETHER ABSOLUTE,
CONTINGENT, ACCRUED OR OTHERWISE, WHICH IS NOT SHOWN OR WHICH IS IN EXCESS OF
AMOUNTS SHOWN OR RESERVED FOR IN THE BALANCE SHEET, OTHER THAN LIABILITIES OF
THE SAME NATURE AS THOSE SET FORTH IN THE BALANCE SHEET AND REASONABLY INCURRED
IN THE ORDINARY COURSE OF BUSINESS AFTER THE BALANCE SHEET DATE.
3.7.
TAXES.
(A)
EXCEPT AS SET FORTH ON SCHEDULE 3.7(A):
(I) EACH OF THE COMPANY, EACH SUBSIDIARY AND EACH COMPANY GROUP HAS FILED ALL
TAX RETURNS REQUIRED TO BE FILED; (II) ALL SUCH TAX RETURNS ARE COMPLETE AND
ACCURATE IN ALL MATERIAL RESPECTS AND DISCLOSE ALL TAXES REQUIRED TO BE PAID BY
THE COMPANY, EACH SUBSIDIARY AND EACH COMPANY GROUP FOR THE PERIODS COVERED
THEREBY AND ALL TAXES SHOWN TO BE DUE ON SUCH TAX RETURNS HAVE BEEN TIMELY PAID;
(III) NONE OF THE COMPANY, ANY SUBSIDIARY OR ANY COMPANY GROUP IS CURRENTLY THE
BENEFICIARY OF ANY EXTENSION OF TIME WITHIN WHICH TO FILE ANY TAX RETURN;
(IV) ALL TAXES (WHETHER OR