ANY EMPLOYEE
OR GROUP OF EMPLOYEES (OTHER THAN BONUSES AND WAGE INCREASES IN THE ORDINARY
COURSE OF BUSINESS CONSISTENT WITH PAST CUSTOM AND PRACTICE) OR MADE OR GRANTED
ANY INCREASE IN ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, OR AMENDED OR
TERMINATED ANY EXISTING EMPLOYEE BENEFIT PLAN OR ARRANGEMENT OR ADOPTED ANY NEW
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, OR ENTERED INTO, MODIFIED OR TERMINATED
ANY COLLECTIVE BARGAINING AGREEMENT OR RELATIONSHIP;
(H)
MADE CAPITAL EXPENDITURES OR COMMITMENTS THEREFORE IN EXCESS OF $50,000
INDIVIDUALLY, OR $100,000 IN THE AGGREGATE;
(I)
MADE ANY LOANS OR ADVANCES (OTHER THAN FOR ORDINARY COURSE BUSINESS
TRAVEL AND OTHER ORDINARY COURSE BUSINESS EXPENSES) TO, GUARANTEES FOR THE
BENEFIT OF, OR ANY INVESTMENTS IN, ANY PERSONS OR FORMED ANY SUBSIDIARY;
(J)
SUFFERED ANY DAMAGE, DESTRUCTION OR CASUALTY LOSS EXCEEDING $10,000 IN
THE AGGREGATE, WHETHER OR NOT COVERED BY INSURANCE, OR EXPERIENCED ANY MATERIAL
CHANGES IN THE AMOUNT AND SCOPE OF INSURANCE COVERAGE;
(K)
MADE ANY CHANGE IN ITS CASH MANAGEMENT PRACTICES OR IN ANY METHOD OF
ACCOUNTING OR ACCOUNTING POLICIES, OR MADE ANY WRITE-DOWN IN THE VALUE OF ITS
INVENTORY THAT IS MATERIAL OR OUT OF THE ORDINARY COURSE OF BUSINESS CONSISTENT
WITH PAST CUSTOM AND PRACTICE;
(L)
OTHER THAN COMPENSATION, EMPLOYEE BENEFITS, EMPLOYEE BONUSES AND RENT
PAID IN THE ORDINARY COURSE OF BUSINESS, CONSISTENT WITH PAST CUSTOM AND
PRACTICE, DIRECTLY OR INDIRECTLY ENGAGED IN ANY TRANSACTION OR ENTERED INTO,
AMENDED OR TERMINATED, ANY ARRANGEMENT WITH ANY OF ITS OFFICERS, DIRECTORS,
SHAREHOLDERS OR OTHER AFFILIATES;
(M)
AMENDED ITS CHARTER, BYLAWS OR OTHER ORGANIZATIONAL DOCUMENTS;
(N)
TAKEN ANY ACTION OR OMITTED TO TAKE ANY ACTION WHICH ACT OR OMISSION WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(O)
BEEN INVOLVED IN ANY LABOR DISPUTE, OTHER THAN ROUTINE NON-MATERIAL
GRIEVANCES, OR ANY ACTIVITY OR PROCEEDING BY A LABOR UNION OR REPRESENTATIVE
THEREOF TO ORGANIZE ANY OF ITS EMPLOYEES, OR ANY LOCKOUTS, STRIKES, SLOWDOWNS,
WORK STOPPAGES OR THREATS THEREOF BY OR WITH RESPECT TO SUCH EMPLOYEES;
(P)
ENTERED INTO ANY NEW LINE OF BUSINESS, OR INCURRED OR COMMITTED TO INCUR
ANY CAPITAL EXPENDITURES, OBLIGATIONS OR LIABILITIES IN CONNECTION THEREWITH;
15
(Q)
ENTERED INTO ANY ACQUISITION AGREEMENT OR AGREEMENT TO ACQUIRE BY MERGER,
CONSOLIDATION OR OTHERWISE, OR AGREEMENT TO ACQUIRE A SUBSTANTIAL PORTION OF THE
ASSETS OF, OR IN ANY OTHER MANNER, ANY BUSINESS OF ANY OTHER PERSON;
(R)
CANCELLED OR WAIVED (I) ANY RIGHT MATERIAL TO THE OPERATION OF ITS
BUSINESS OR (II) ANY DEBTS OR CLAIMS AGAINST ANY OF ITS AFFILIATES;
(S)
ACCELERATED, TERMINATED, MODIFIED OR CANCELLED ANY AGREEMENT, CONTRACT,
LEASE OR LICENSE INVOLVING MORE THAN $50,000;
(T)
DELAYED, POSTPONED OR CANCELED THE PAYMENT OF ACCOUNTS PAYABLE OR ANY
OTHER LIABILITY;
(U)
AGREED, WHETHER ORALLY OR IN WRITING, TO DO ANY OF THE FOREGOING.
2.11
Assets.
The Company has good and valid title to, or a valid
leasehold interest in, the properties and assets, tangible or intangible, shown
on the Balance Sheet or acquired thereafter, free and clear of all Liens, except
for (a) properties and assets disposed