KNOWLEDGE, HAS NO
MATERIAL OBLIGATIONS OR LIABILITIES (WHETHER ACCRUED, ABSOLUTE, CONTINGENT OR
OTHERWISE) THAT ARE REQUIRED TO BE REFLECTED AS LIABILITIES ON A BALANCE SHEET
PREPARED IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED.
THE COMPANY DOES NOT
HAVE ANY LIABILITY WHICH WILL BECOME DUE AS A RESULT OF THE CONSUMMATION BY THE
COMPANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
4.6
ABSENCE OF CERTAIN DEVELOPMENTS.
EXCEPT AS SET FORTH IN SCHEDULE 4.6 OR
AS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT, SINCE DECEMBER 31, 2006, THE
COMPANY HAS NOT WITH RESPECT TO THE BUSINESS, EXCEPT IN THE ORDINARY COURSE OF
BUSINESS:
(A)
SUFFERED A MATERIAL ADVERSE EFFECT;
(B)
SUFFERED ANY THEFT, DAMAGE, DESTRUCTION OR CASUALTY LOSS IN EXCESS OF
$10,000.00 TO ANY OF THE PURCHASED ASSETS, WHETHER OR NOT COVERED BY INSURANCE,
OR SUFFERED ANY SUBSTANTIAL DESTRUCTION OF THE COMPANY'S BOOKS AND RECORDS;
(C)
EXPERIENCED ANY LABOR DISPUTE OR THREATENED LABOR DISPUTE INVOLVING ANY
EMPLOYEES INVOLVED IN THE BUSINESS;
(D)
BORROWED ANY AMOUNT OR INCURRED OR BECOME SUBJECT TO ANY INDEBTEDNESS OR
OTHER LIABILITIES;
(E)
SUBJECTED ANY PORTION OF THE PURCHASED ASSETS TO ANY LIEN;
(F)
SOLD, LEASED, ASSIGNED OR TRANSFERRED (INCLUDING TRANSFERS TO ANY
INSIDER) A PORTION OF THE PURCHASED ASSETS (INCLUDING PROPRIETARY RIGHTS), OR
CANCELED WITHOUT FAIR CONSIDERATION ANY MATERIAL DEBTS OR CLAIMS OWING TO OR
HELD BY IT, OR DISCLOSED ANY CONFIDENTIAL INFORMATION (OTHER THAN PURSUANT TO
AGREEMENTS REQUIRING THE DISCLOSURE TO MAINTAIN THE CONFIDENTIALITY OF AND
PRESERVING ALL RIGHTS OF THE COMPANY IN SUCH CONFIDENTIAL INFORMATION);
(G)
WAIVED ANY RIGHTS OF MATERIAL VALUE UNDER ANY MATERIAL CONTRACT;
(H)
ENTERED INTO, AMENDED OR TERMINATED ANY MATERIAL CONTRACT;
(I)
ENTERED INTO ANY OTHER MATERIAL TRANSACTION, OR MATERIALLY CHANGED ANY
BUSINESS PRACTICE;
20
(J)
RECEIVED WRITTEN NOTIFICATION THAT ANY MATERIAL CUSTOMER OR SUPPLIER WILL
STOP OR DECREASE IN ANY MATERIAL RESPECT THE RATE OF BUSINESS DONE WITH THE
COMPANY OR EXPERIENCED AN ACTUAL OR THREATENED MATERIAL DISPUTE WITH ANY
MATERIAL CUSTOMER OR SUPPLIER;
(K)
INSTITUTED OR SETTLED ANY CLAIM OR LAWSUIT INVOLVING EQUITABLE OR
INJUNCTIVE RELIEF OF MORE THAN $10,000.00 IN THE AGGREGATE;
(L)
GRANTED ANY PERFORMANCE GUARANTEE TO ANY OF ITS CUSTOMERS;
(M)
OFFERED ANY MATERIAL DISCOUNTS ON ANY OF ITS PRODUCTS OR ANY PROMOTIONS,
REBATES, COUPONS OR SPECIAL OFFERS WITH RESPECT TO ANY OF ITS PRODUCTS WITH
TERMS AND CONDITIONS THAT DIFFER IN ANY MATERIAL RESPECT FROM THE TERMS AND
CONDITIONS PREVIOUSLY OFFERED BY THE COMPANY WITH RESPECT TO THE BUSINESS;
(N)
CHANGED ANY OF THE TERMS AND CONDITIONS WITH RESPECT TO THE PRICING OF ANY
OF ITS PRODUCTS (INCLUDING ANY TERMS AND CONDITIONS THAT ARE ANCILLARY TO, OR
OTHERWISE AFFECT, THE AGGREGATE PRICE PAID FOR ANY OF ITS PRODUCTS) THAT DIFFER
IN ANY MATERIAL RESPECT FROM THE TERMS AND CONDITIONS PREVIOUSLY OFFERED BY THE
COMPANY WITH RESPECT TO THE BUSINESS;
(O)
ACQUIRED ANY OTHER BUSINESS OR ENTITY (OR ANY SIGNIFICANT PORTION OR
DIVISION THEREOF), WHETHER BY MERGER, CONSOLIDATION OR REORGANIZATION OR BY
PURCHASE OF ASSETS OR STOCK OR ACQUIRED ANY OTHER MATERIAL ASSETS; OR
(P)
COMMITTED OR AGREED