OR SATISFIED ANY CLAIM,
LIEN OR LIABILITY, OTHER THAN ANY CLAIM, LIEN OR LIABILITY (A) REFLECTED OR
RESERVED AGAINST ON THE BALANCE SHEET CONTAINED IN THE FINANCIAL STATEMENTS AS
OF THE MOST RECENT BALANCE SHEET DATE (THE "CURRENT BALANCE SHEET") AND PAID,
DISCHARGED OR SATISFIED IN THE ORDINARY COURSE OF BUSINESS OR (B) INCURRED SINCE
THE MOST RECENT BALANCE SHEET DATE AND PAID, DISCHARGED OR SATISFIED, IN EACH
CASE IN THE ORDINARY COURSE OF BUSINESS;
(C)
EXCEPT AS CONTEMPLATED BY THIS AGREEMENT OR
ANY RELATED DOCUMENT, MADE ANY CHANGE OR AMENDMENTS TO ITS CERTIFICATE OF
INCORPORATION OR BY-LAWS OR MATERIAL CHANGE TO ANY MATERIAL CONTRACT OR
ARRANGEMENT BY WHICH IT IS BOUND OR WHICH ANY OF ITS ASSETS OR PROPERTIES ARE
SUBJECT;
(D)
EXCLUSIVELY LICENSED ANY MATERIAL COMPANY
INTELLECTUAL PROPERTY TO ANY PERSON;
(E)
PERMITTED ANY OF ITS MATERIAL ASSETS,
TANGIBLE OR INTANGIBLE, TO BECOME SUBJECT TO ANY LIEN (OTHER THAN ANY PERMITTED
LIEN);
(F)
WRITTEN OFF AS UNCOLLECTIBLE ANY ACCOUNTS
RECEIVABLE OTHER THAN (I) IN THE ORDINARY COURSE OF BUSINESS OR (II) FOR AMOUNTS
NOT GREATER THAN $350,000;
(G)
TERMINATED OR AMENDED OR SUFFERED THE
TERMINATION OR AMENDMENT OF, OTHER THAN IN THE ORDINARY COURSE OF BUSINESS, OR
FAILED TO PERFORM IN ALL MATERIAL RESPECTS ALL OF ITS OBLIGATIONS OR SUFFERED OR
PERMITTED ANY MATERIAL DEFAULT TO EXIST UNDER, ANY MATERIAL CONTRACT, LICENSE OR
PERMIT;
(H)
SUFFERED ANY DAMAGE, DESTRUCTION OR LOSS
(WHETHER OR NOT COVERED BY INSURANCE) TO ANY ASSETS OR PROPERTIES OF THE COMPANY
GROUP WHICH IN THE AGGREGATE EXCEEDS $350,000;
(I)
MADE ANY LOAN (OTHER THAN INTERCOMPANY
ADVANCES) TO ANY OTHER PERSON (OTHER THAN ADVANCES TO EMPLOYEES IN THE ORDINARY
COURSE OF BUSINESS) WHICH EXCEED $100,000 INDIVIDUALLY OR $200,000 IN THE
AGGREGATE;
(J)
CANCELED, WAIVED OR RELEASED ANY DEBT,
CLAIM OR RIGHT IN AN AMOUNT OR HAVING A VALUE EXCEEDING $350,000;
(K)
OTHER THAN A PERMITTED AFFILIATE
TRANSACTION, PAID ANY AMOUNT TO OR ENTERED INTO ANY AGREEMENT, ARRANGEMENT OR
TRANSACTION WITH ANY AFFILIATE (INCLUDING ITS OFFICERS, DIRECTORS AND EMPLOYEES)
OUTSIDE THE ORDINARY COURSE OF BUSINESS;
(L)
DECLARED, SET ASIDE, OR PAID ANY
DIVIDEND OR DISTRIBUTION WITH RESPECT TO ANY EQUITY SECURITY OR REDEEMED,
PURCHASED OR OTHERWISE ACQUIRED ANY EQUITY SECURITY;
(M)
OTHER THAN IN THE ORDINARY COURSE OF BUSINESS,
GRANTED ANY INCREASE IN THE COMPENSATION OF ANY OFFICER OR EMPLOYEE OR MADE ANY
OTHER CHANGE IN EMPLOYMENT TERMS OF ANY OFFICER OR EMPLOYEE;
15
(N)
MADE ANY CHANGE IN ANY METHOD OF ACCOUNTING
OR ANY MATERIAL CHANGE IN ANY ACCOUNTING PRACTICE;
(O)
FAILED TO MAINTAIN, OR PERMITTED THE LOSS,
LAPSE OR ABANDONMENT OF, ANY MATERIAL COMPANY INTELLECTUAL PROPERTY;
(P)
TO THE KNOWLEDGE OF THE COMPANY, SUFFERED OR
CAUSED ANY OTHER OCCURRENCE, EVENT OR TRANSACTION KNOWN TO THE COMPANY WHICH,
INDIVIDUALLY OR TOGETHER WITH EACH OTHER OCCURRENCE, EVENT OR TRANSACTION, HAS
HAD OR COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; OR
(Q)
AGREED, IN WRITING OR OTHERWISE, TO ANY OF
THE FOREGOING.
4.7
Litigation.
Except as set forth on
Schedule 4.7, there are