COMPENSATION OF ANY EMPLOYEE;
(R)
EXCEPT AS REQUIRED BY APPLICABLE LAW, NOT
ADOPT, AMEND, MODIFY OR TERMINATE ANY BONUS, PROFIT-SHARING, INCENTIVE,
SEVERANCE OR OTHER WELFARE PLAN, DEFERRED COMPENSATION, POST-RETIREMENT BENEFITS
OR PENSION PLAN OR THE AIRCAST LLC 401(K) PLAN OTHER THAN AMENDMENTS MADE IN
CONNECTION WITH THE EXTENSION OF, OR THE ADOPTION OF, ANY WELFARE PLANS UPON THE
EXPIRATION THEREOF IN THE ORDINARY COURSE OF BUSINESS WHICH WELFARE PLAN, AS SO
ADOPTED OR AMENDED, PROVIDES BENEFITS COMPARABLE TO THOSE PROVIDED ON SEPTEMBER
30, 2005 UNDER SUCH EXPIRED WELFARE PLAN;
(S)
NOT ENTER INTO ANY NEW CONTRACT, BUSINESS
ARRANGEMENT OR RELATIONSHIP THAT WOULD BE REQUIRED TO BE SET FORTH IN
SECTION 2.25 OF THE SELLER DISCLOSURE SCHEDULE (UNLESS THE SAME WILL BE
TERMINATED ON OR BEFORE THE CLOSING WITHOUT LIABILITY, AFTER THE CLOSING, TO THE
COMPANY OR ANY OF THE COMPANY SUBSIDIARIES);
(T)
EXCEPT FOR A REPLACEMENT LEASE OR LEASE
RENEWAL FOR THE PREMISES LOCATED AT 705 CENTRAL AVENUE, NEW PROVIDENCE, NEW
JERSEY, NOT ENTER INTO ANY MATERIAL LEASE, SUBLEASE, LICENSE OR EASEMENT OF REAL
PROPERTY OR TERMINATE, RENEW, EXTEND OR AMEND ANY LEASE OR SUBLEASE FOR LEASED
REAL PROPERTY;
(U)
NOT MAKE ANY CHANGE IN ANY METHOD OF
ACCOUNTING OR ACCOUNTING PRINCIPLES, PRACTICES OR POLICIES, OTHER THAN THOSE
REQUIRED BY GAAP (OR, IN THE CASE OF NON-U.S. COMPANY SUBSIDIARIES, THE
APPLICABLE ACCOUNTING RULES IN THEIR RESPECTIVE JURISDICTIONS OF OPERATION);
38
(V)
NOT CANCEL ANY DEBTS OWED TO OR CLAIMS HELD
BY IT, OTHER THAN IN THE ORDINARY COURSE OF BUSINESS;
(W)
PREPARE AND FILE ON OR BEFORE THE DUE DATE
THEREFOR (AFTER GIVING EFFECT TO ANY APPLICABLE FILING EXTENSIONS) ALL TAX
RETURNS REQUIRED TO BE FILED BY THE COMPANY AND THE COMPANY SUBSIDIARIES ON OR
BEFORE THE CLOSING DATE, AND PAY ALL TAXES DUE ON SUCH TAX RETURN OR WHICH ARE
OTHERWISE REQUIRED TO BE PAID BY THE COMPANY AND THE COMPANY SUBSIDIARIES DURING
THE PRE-CLOSING PERIOD;
(X)
NOT PREPARE OR FILE, OR AMEND, ANY TAX
RETURN RELATING TO TAXES, OTHER THAN INCOME TAXES, FOR THE COMPANY AND THE
COMPANY SUBSIDIARIES INCONSISTENT IN ANY MATERIAL RESPECT WITH PAST PRACTICE OR,
ON ANY SUCH TAX RETURN, TAKE ANY POSITION THAT IS INCONSISTENT IN ANY MATERIAL
RESPECT WITH POSITIONS TAKEN ON PRIOR TAX RETURNS UNLESS REQUIRED BY LAW, AND
NOT CONSENT TO THE WAIVER OR EXTENSION OF ANY STATUTE OF LIMITATION PERIOD WITH
RESPECT TO A CLAIM FOR TAXES (OTHER THAN INCOME TAXES) OR SETTLE ANY AUDIT OR
OTHER PROCEEDING RELATING TO TAXES (OTHER THAN INCOME TAXES) PAYABLE BY THE
COMPANY AND THE COMPANY SUBSIDIARIES;
(Y)
NOT BREACH ANY PROVISION OF THE AIRCAST
ASSET PURCHASE AGREEMENT (INCLUDING THE OBLIGATION UNDER SECTION 1.8 OF THE
AIRCAST ASSET PURCHASE AGREEMENT TO PAY EARNOUT OBLIGATIONS WHEN DUE) OR ANY
MATERIAL PROVISION OF ANY OTHER SIGNIFICANT CONTRACT; OR
(Z)
NOT ENTER INTO ANY CONTRACT OR OTHERWISE
BECOME OBLIGATED TO DO ANY ACTION PROHIBITED UNDER THE FOREGOING SUBSECTIONS (A)
- (Y).
5.3
CONTROL OF OPERATIONS.
NOTHING CONTAINED IN
THIS ARTICLE V SHALL GIVE THE PURCHASER, DIRECTLY