The Company's reserves for severance payments
("Abfertigung") were calculated and funded in accordance with Austrian laws; any
additional warranty or liability of the Sellers with respect to such severance
payments is excluded.
6.9 Absence of Certain Developments
Except as set forth on Schedule 6.9 and
except as expressly contemplated by this Agreement, since December 31, 2003,
neither the Company nor any of their Subsidiaries, other than in the Ordinary
Course of Business:
18
(A) SUFFERED A MATERIAL ADVERSE EFFECT OR SUFFERED ANY THEFT, DAMAGE,
DESTRUCTION OR CASUALTY LOSS IN EXCESS OF €25,000, TO ITS ASSETS, WITH THE
EXCLUSION OF DAMAGES
COVERED BY INSURANCE, OR SUFFERED ANY SUBSTANTIAL
DESTRUCTION OF THE COMPANY'S BOOKS AND RECORDS;
(B) REDEEMED OR REPURCHASED, DIRECTLY OR INDIRECTLY, ANY INTEREST IN THE COMPANY
OR DECLARED, SET ASIDE, PAID OR RESOLVED TO PAY ANY WITHDRAWAL ("ENTNAHME") OR
ANY DIVIDEND WITH RESPECT TO THE COMPANY, OR ANY DISTRIBUTIONS OR MADE ANY OTHER
DIVIDENDS (WHETHER IN CASH OR IN KIND) WITH RESPECT TO ANY SHARES OF CAPITAL
STOCK OR OTHER EQUITY SECURITY OF THE COMPANY, NO MATTER FOR WHICH PERIOD AND
FOR THE AVOIDANCE OF DOUBT ALSO COVERING THE PERIOD PRIOR TO THE TRANSFORMATION
OF CARD INTO A LIMITED PARTNERSHIP; FOR THE AVOIDANCE OF DOUBT, ANY OF THESE
ACTS SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE IN THE ORDINARY COURSE OF
BUSINESS;
(C) ISSUED, SOLD OR TRANSFERRED ANY NOTES, BONDS OR OTHER DEBT SECURITIES, ANY
EQUITY SECURITIES, ANY SECURITIES CONVERTIBLE, EXCHANGEABLE OR EXERCISABLE INTO
ANY INTEREST IN THE COMPANY OR OTHER EQUITY SECURITIES, OR WARRANTS, OPTIONS OR
OTHER RIGHTS TO ACQUIRE ANY INTEREST IN THE COMPANY;
(D) BORROWED ANY AMOUNT OR INCURRED OR BECOME SUBJECT TO ANY INDEBTEDNESS OR
OTHER LIABILITIES, EXCEPT CURRENT LIABILITIES INCURRED IN THE ORDINARY COURSE OF
BUSINESS;
(E) DISCHARGED OR SATISFIED ANY LIEN OR PAID ANY LIABILITY (OTHER THAN CURRENT
LIABILITIES PAID IN THE ORDINARY COURSE OF BUSINESS OR OTHER THAN INTERCOMPANY
LIABILITIES) OR PREPAID ANY AMOUNT OF INDEBTEDNESS;
(F) SUBJECTED ANY PORTION OF THEIR PROPERTIES OR ASSETS TO ANY LIEN;
(G) SOLD, LEASED, LICENSED, ASSIGNED OR TRANSFERRED (INCLUDING, WITHOUT
LIMITATION, TRANSFERS TO SELLERS OR ANY INSIDER) A PORTION OF ITS TANGIBLE
(CORPOREAL) OR INTANGIBLE (INCORPOREAL) ASSETS (INCLUDING, WITHOUT LIMITATION,
ANY COMPANY PROPRIETARY RIGHTS), EXCEPT FOR SALES OF INVENTORY (OR REPLACEMENT
OF FIXED ASSETS WITH A VALUE OF LESS THAN EUR 10,000) IN THE ORDINARY COURSE OF
BUSINESS, OR CANCELED WITHOUT FAIR CONSIDERATION ANY DEBTS OR CLAIMS (OF MORE
THAN EUR 10,000) OWING TO OR HELD BY THEM, OR DISCLOSED ANY CONFIDENTIAL
INFORMATION (OTHER THAN PURSUANT TO AGREEMENTS REQUIRING THE PARTY TO WHOM THE
DISCLOSURE IS MADE TO MAINTAIN THE CONFIDENTIALITY OF AND PRESERVING ALL RIGHTS
OF THE COMPANY AND ITS SUBSIDIARIES IN SUCH CONFIDENTIAL INFORMATION);
(H) SUFFERED ANY MATERIAL EXTRAORDINARY LOSSES OR WAIVED ANY RIGHTS OF MATERIAL
VALUE, UNLESS IN THE ORDINARY COURSE OF BUSINESS;
(I) ENTERED INTO, AMENDED IN A MATERIAL RESPECT, OR TERMINATED ANY MATERIAL
CONTRACT OR TAKEN ANY OTHER MATERIAL ACTION OR ENTERED INTO ANY OTHER MATERIAL
TRANSACTION OTHER THAN