DAMAGE, DESTRUCTION OR
CASUALTY LOSS IN EXCESS OF $50,000, TO ITS ASSETS, WHETHER OR NOT COVERED BY
INSURANCE;
(I)
ENTERED INTO, AMENDED, ACCELERATED OR
TERMINATED ANY CONTRACT, TAKEN ANY OTHER ACTION OR ENTERED INTO ANY OTHER
TRANSACTION INVOLVING MORE THAN $50,000 OR OTHERWISE OUTSIDE THE ORDINARY COURSE
OF BUSINESS, OR ENTERED INTO ANY TRANSACTION WITH ANY INSIDER;
(J)
(I) MADE OR GRANTED ANY BONUS OR
INCREASE IN THE COMPENSATION OR BENEFITS OF ANY EMPLOYEE OR OFFICER OF THE
COMPANY (OTHER THAN IN THE ORDINARY COURSE OF BUSINESS, AND NOT IN CONTEMPLATION
OF THIS TRANSACTION OR OTHER SIMILAR TRANSACTIONS) OR (II) ENTERED INTO,
AMENDED, MODIFIED OR TERMINATED ANY EMPLOYEE BENEFIT PLAN;
(K)
CONDUCTED ITS BILLING AND COLLECTION OF
RECEIVABLES AND INVENTORY PURCHASES OTHER THAN IN THE ORDINARY COURSE OF
BUSINESS OR CHANGED ITS PRICING STRUCTURE;
(L)
MADE ANY CAPITAL EXPENDITURES OR
COMMITMENTS THEREFOR (OTHER THAN IN THE ORDINARY COURSE OF BUSINESS AND IN
AMOUNTS SUFFICIENT TO SUPPORT ONGOING BUSINESS OPERATIONS);
(M)
DELAYED OR POSTPONED THE REPAIR AND
MAINTENANCE OF ITS PROPERTIES OR THE PAYMENT OF ACCOUNTS PAYABLE, ACCRUED
LIABILITIES AND OTHER OBLIGATIONS AND LIABILITIES;
(N)
MADE LOANS OR ADVANCES TO, GUARANTEES FOR
THE BENEFIT OF, OR ANY INVESTMENTS IN, ANY PERSONS IN EXCESS OF $50,000 IN THE
AGGREGATE;
(O)
INSTITUTED OR SETTLED ANY CLAIM OR LAWSUIT
INVOLVING EQUITABLE OR INJUNCTIVE RELIEF OR THE PAYMENT BY OR ON BEHALF OF THE
COMPANY OF MORE THAN $50,000 IN THE AGGREGATE;
(P)
GRANTED ANY PERFORMANCE GUARANTEES TO ITS
CUSTOMERS OTHER THAN IN THE ORDINARY COURSE OF BUSINESS AND CONSISTENT WITH THE
POLICIES AND PRACTICES DISCLOSED TO BUYER;
(Q)
INSTITUTED OR PERMITTED ANY CHANGE IN THE
CONDUCT OF ITS BUSINESS, OR ANY CHANGE IN ITS METHOD OF PURCHASE, SALE, LEASE,
MANAGEMENT, MARKETING, PROMOTION OR OPERATION;
19
(R)
DECLARED, SET ASIDE OR PAID ANY DIVIDEND
OR MADE ANY SIMILAR DISTRIBUTION, REDEEMED, PURCHASED OR OTHERWISE ACQUIRED,
DIRECTLY OR INDIRECTLY, ANY SHARES OF ITS CAPITAL STOCK (OR OTHER EQUITY
SECURITIES), OR MADE ANY LOAN OR ENTERED INTO ANY TRANSACTION WITH OR
DISTRIBUTED ANY ASSETS OR PROPERTY TO ANY OF ITS OFFICERS, DIRECTORS,
SHAREHOLDERS, AFFILIATES OR OTHER INSIDERS, EXCEPT FOR COMPENSATION PAID TO
INSIDERS IN THE ORDINARY COURSE OF BUSINESS;
(S)
ACQUIRED ANY OTHER BUSINESS OR ENTITY (OR
ANY SIGNIFICANT PORTION OR DIVISION THEREOF), WHETHER BY MERGER, CONSOLIDATION
OR REORGANIZATION OR BY THE PURCHASE OF ITS ASSETS OR STOCK; OR
(T)
COMMITTED TO DO ANY OF THE FOREGOING.
2.23
BANK ACCOUNTS.
SCHEDULE 2.23 LISTS ALL OF THE
COMPANY'S BANK ACCOUNTS.
2.24
Privacy of Individually Identifiable Personal
Information.
The Company's collection and use of individually identifiable
personal information complies in all respects with the Company's privacy
policies, any Contract relating to privacy and all applicable state, federal and
foreign privacy laws.
2.25
Investment Company Status.
The Company is not or
have not been at any time, nor is the Company controlled by (or has ever been
controlled by) any Person who is (or was at such time), an "investment company"
as such term is defined in the Investment Company