Common use of Absence of Material Adverse Effects Clause in Contracts

Absence of Material Adverse Effects. Since June 30, 2010, and except as otherwise disclosed on Schedule 4.12, the Company has conducted its businesses only in the ordinary and usual course and in a manner consistent with past practices and, since such date: (a) there has been no Material Adverse Effect; and (b) the Company has not engaged or agreed to engage in any of the actions described below: (a) amend or otherwise change its Organizational Documents; (b) issue, sell or authorize for issuance or sale, shares of any class of its securities (including, but not limited to, by way of stock split or dividend) or any subscriptions, options, warrants, rights or convertible securities, or enter into any agreements or commitments of any character obligating them to issue or sell any such securities; (c) redeem, purchase or otherwise acquire, directly or indirectly, any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (d) declare or pay any dividend or other distribution (whether in cash, stock or other property) with respect to its capital stock or repay any irrevocable capital contribution; (e) sell, transfer, surrender, abandon or dispose of any of its assets or property rights (tangible or intangible), except in the ordinary course of business consistent with past practices; (f) grant or make any Lien or subject itself or its properties or assets to any Lien, except in the ordinary course of business consistent with past practices; (g) grant any license or sublicense of any right under or with respect to any Intellectual Property; (h) create, incur or assume any indebtedness or any Liability, except in the ordinary course of business consistent with past practices; (i) make or commit to make any capital expenditures; (j) grant or become subject to any Guaranty; (k) apply any of their respective assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly by, to or for the benefit of the Company or any Affiliate thereof or to the prepayment of any such amounts or engage in any transactions with any Affiliate; (l) write off the value of any assets, inventory or any accounts receivable or increase, the reserves for obsolete, damaged, spoiled or otherwise not usable inventory or doubtful or uncollectable receivables; (m) increase the compensation payable or to become payable to directors, officers or employees, other than increases in the ordinary course of business and consistent with past practice or grant any rights to severance or termination pay to, or enter into any employment or severance agreement with, any director, officer or other employee of the Company or any Affiliate thereof, or establish, adopt, enter into or materially amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee; (n) enter into any transaction, commitment or agreement, or amend or terminate any existing Contract material to the Company; (o) acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization, Person or any division thereof or any assets; (p) alter the manner of keeping its books, accounts or records, or change in any manner the accounting practices, methods or assumptions therein reflected; (q) agree to accelerate or delay collection of notes or accounts receivable in advance of or beyond their regular dates or the date when the same could have been collected in the ordinary course of business consistent with past practices; (r) waive, release, assign, settle or compromise any claims or litigation; (s) make any Tax election or settle or compromise any federal, state or local or federal income Tax liability; (t) take or omit to take any action which is intended to render any of the Company’s representations or warranties untrue or misleading, or which would be a material breach of any of the covenants of this Agreement; (u) take any action which could have a Material Adverse Effect; or (v) agree, whether in writing or otherwise, to do any of the foregoing

Absence of Material Adverse Effects. Since June 30During the period from the date of the Interim Balance Sheet to the date of this Agreement, 2010excepted as specifically contemplated by this Agreement, the business of the Company has been conducted in the ordinary course of business, consistent with past custom and practice, and except as otherwise disclosed on Schedule 4.12there has not been any Material Adverse Effect and no event has occurred which could reasonably be expected to result in a Material Adverse Effect. Without limiting the generality of the foregoing, since the date of the Interim Balance Sheet, the Company has conducted its businesses only in the ordinary and usual course and in a manner consistent with past practices and, since such date: (a) there has been no Material Adverse Effect; and (b) the Company has not engaged or agreed to engage in any of the actions described belownot: (a) amend sold, leased, transferred or otherwise change its Organizational Documents; (b) issue, sell or authorize for issuance or sale, shares of assigned any class of its securities (including, but not limited to, by way of stock split or dividend) or any subscriptions, options, warrants, rights or convertible securities, or enter into any agreements or commitments of any character obligating them to issue or sell any such securities; (c) redeem, purchase or otherwise acquire, directly or indirectly, any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (d) declare or pay any dividend or other distribution (whether in cash, stock or other property) with respect to its capital stock or repay any irrevocable capital contribution; (e) sell, transfer, surrender, abandon or dispose of any of its assets or property rights (tangible or intangible), except other than sales of inventory in the ordinary course of business business, consistent with past practicescustom and practice; (b) purchased any trucks or trailers; (c) experienced any damage, destruction or loss (whether or not covered by insurance) to its assets or property (tangible or intangible); (d) received notice from any Person regarding the acceleration, termination, modification or cancelation a Contract, which, if in existence on the date hereof, would be required to be listed on Section 5.10 of the Disclosure Schedules; (e) issued, created, incurred or assumed any Indebtedness; (f) grant forgave, canceled, compromised, waived or make released any Lien Indebtedness owed to it or subject itself any right or claim; (g) issued, sold or otherwise disposed of any of its properties stock or assets other ownership interests, or granted any options, warrants or other rights to acquire (including upon conversion, exchange or exercise) any of its stock or other ownership interests or declared, set aside, made or paid any dividend or distribution with respect to its stock or other ownership interests or redeemed, purchased or otherwise acquired any stock or other ownership interest or amended or made any change to any Lienof its Organizational Documents or made any other payment to its members or stockholders (or any Affiliates of such stockholders); (h) granted any increase in salary or bonus or otherwise increased the compensation or benefits payable or provided to any director, except officer, employee, consultant, advisor or agent; (i) engaged in any promotional, sales or discount or other activity that has or could reasonably be expected to have the effect of accelerating sales prior to the Closing that would otherwise be expected to occur subsequent to the Closing; (j) made any commitment outside of the ordinary course of business, consistent with past practice, for capital expenditures to be paid after the Closing or failed to incur capital expenditures in accordance with its capital expense budget; (k) instituted any material change in the conduct of its business or any material change in its accounting practices or methods, cash management practices or method of purchase, sale, lease, management, marketing, or operation; (l) taken or omitted to take any action which could be reasonably anticipated to have a Material Adverse Effect; (m) made, changed or rescinded any Tax election, settled or compromised any Tax liability, amended any Tax Return or taken any position on any Tax Return, taken any action, omitted to take any action or entered into any other transaction that would have the effect of materially increasing the Tax liability or materially reducing any Tax assets of Buyer in respect of any taxable period ending after the Closing Date; (n) collected its accounts receivable or paid any accrued liabilities or accounts payable or prepaid any expenses or other items, in each case other than in the ordinary course of business business, consistent with past practices; (g) grant any license or sublicense of any right under or with respect to any Intellectual Property; (h) create, incur or assume any indebtedness or any Liability, except in the ordinary course of business consistent with past practices; (i) make or commit to make any capital expenditures; (j) grant or become subject to any Guaranty; (k) apply any of their respective assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly by, to or for the benefit of the Company or any Affiliate thereof or to the prepayment of any such amounts or engage in any transactions with any Affiliate; (l) write off the value of any assets, inventory or any accounts receivable or increase, the reserves for obsolete, damaged, spoiled or otherwise not usable inventory or doubtful or uncollectable receivables; (m) increase the compensation payable or to become payable to directors, officers or employees, other than increases in the ordinary course of business and consistent with past practice or grant any rights to severance or termination pay to, or enter into any employment or severance agreement with, any director, officer or other employee of the Company or any Affiliate thereof, or establish, adopt, enter into or materially amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee; (n) enter into any transaction, commitment or agreement, or amend or terminate any existing Contract material to the Company;practice; or (o) acquire (including, without limitation, by merger, consolidation agreed or acquisition of stock or assets) any interest in any corporation, partnership, other business organization, Person or any division thereof or any assets; (p) alter the manner of keeping its books, accounts or records, or change in any manner the accounting practices, methods or assumptions therein reflected; (q) agree committed to accelerate or delay collection of notes or accounts receivable in advance of or beyond their regular dates or the date when the same could have been collected in the ordinary course of business consistent with past practices; (r) waive, release, assign, settle or compromise any claims or litigation; (s) make any Tax election or settle or compromise any federal, state or local or federal income Tax liability; (t) take or omit to take any action which is intended to render any of the Company’s representations or warranties untrue or misleading, or which would be a material breach of any of the covenants of this Agreement; (u) take any action which could have a Material Adverse Effect; or (v) agree, whether in writing or otherwise, to do any of the foregoing.

Absence of Material Adverse Effects. Since June 30July 31, 20102012, and except as otherwise disclosed on Schedule 4.12, the Company has conducted its businesses business only in the ordinary and usual course and in a manner consistent with past practices and, except as disclosed on Schedule 4.12, since such date: (a) there has been no Material Adverse Effect; and (b) the Company has not engaged or agreed to engage in any of the actions described below: (a) amend or otherwise change its Organizational Documents; (b) issue, sell or authorize for issuance or sale, shares of any class of its securities (including, but not limited to, by way of stock split or dividend) or any subscriptions, options, warrants, rights or convertible securities, or enter into any agreements or commitments of any character obligating them to issue or sell any such securities; (c) redeem, purchase or otherwise acquire, directly or indirectly, any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (d) declare or pay any dividend or other distribution (whether in cash, stock or other property) with respect to its capital stock or repay any irrevocable capital contribution; (e) sell, transfer, surrender, abandon or dispose of any of its assets or property rights (tangible or intangible), except in the ordinary course of business consistent with past practices; (f) grant or make any Lien or subject itself or its properties or assets to any Lien, except in the ordinary course of business consistent with past practices; (g) grant any license or sublicense of any right under or with respect to any Intellectual PropertyProperty other than in the ordinary course of business; (h) create, incur or assume any indebtedness or any Liability, except in the ordinary course of business consistent with past practicespractices or in an amount exceeding $10,000 per transaction of $20,000 in the aggregate; (i) make or commit to make any capital expendituresexpenditures in excess of $25,000 in any individual case or $50,000 in the aggregate; (j) grant or become subject to any Guaranty; (k) apply any of their respective its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly by, to or for the benefit of the Company or any Affiliate thereof or to the prepayment of any such amounts or engage in any transactions with any Affiliate; (l) write off the value of any assets, inventory or any accounts receivable or increase, the reserves for obsolete, damaged, spoiled or otherwise not usable inventory or doubtful or uncollectable receivablesreceivables other than in the ordinary course of business consistent with past practice; (m) increase the compensation payable or to become payable to directors, officers or employees, other than increases in the ordinary course of business and consistent with past practice employees or grant any rights to severance or termination pay to, or enter into any employment or severance agreement with, any director, officer or other employee of the Company or any Affiliate thereof, or establish, adopt, enter into or materially amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee; (n) enter into any transaction, commitment or agreement, or amend or terminate any existing Contract material to the CompanyCompany or where the amount involved exceeds $10,000 per transaction, commitment or agreement or amendments of $20,000 in the aggregate; (o) acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization, Person or any division thereof or any assetsassets thereof other than capital expenditures within the limits described in subsection (i) hereof; (p) alter the manner of keeping its books, accounts or records, or change in any manner the accounting practices, methods or assumptions therein reflected; (q) agree to accelerate or delay collection of notes or accounts receivable in advance of or beyond their regular dates or the date when the same could have been collected in the ordinary course of business consistent with past practices; (r) waive, release, assign, settle or compromise any claims or litigation; (s) make any Tax election or settle or compromise any federal, state or local or federal income Tax liability; (t) take or omit to take any action which is intended to render any of the Company’s representations or warranties untrue or misleading, or which would be a material breach of any of the covenants of this Agreement; (u) take any action which could have a Material Adverse Effect; or (v) agree, whether in writing or otherwise, to do any of the foregoing.

Absence of Material Adverse Effects. Since June 30December 31, 2010, and except as otherwise disclosed on Schedule 4.126.11, the Company has conducted its businesses only in the ordinary and usual course and in a manner consistent with past practices and, since such date: (a) there has been no Material Adverse Effect; and (b) the Company has not engaged or agreed to engage in any of the actions described belownot: (a) amend amended or otherwise change changed its Organizational Documents; (b) issueissued, sell sold or authorize authorized for issuance or sale, shares of any class of its securities (including, but not limited to, by way of stock split or dividend) or any subscriptions, options, warrants, rights or convertible securities, or enter entered into any agreements or commitments of any character obligating them to issue or sell any such securities; (c) redeemredeemed, purchase purchased or otherwise acquireacquired, directly or indirectly, any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (d) declare declared or pay paid any dividend or other distribution (whether in cash, stock or other property) with respect to its capital stock or repay repaid any irrevocable capital contribution; (e) sellsold, transfertransferred, surrendersurrendered, abandon abandoned or dispose of any of its assets or property rights (tangible or intangible), except other than in the ordinary course of business consistent with past practicesbusiness; (f) grant granted or make made any Lien or subject subjected itself or any of its properties or assets to any Lien, except in the ordinary course of business consistent with past practices; (g) grant granted any license or sublicense of any right under or with respect to any Intellectual Property, other than in the ordinary course of business; (h) createcreated, incur incurred or assume assumed any indebtedness or any Liability, except in Liability outside of the ordinary course of business consistent with past practicesor in an amount exceeding $100,000 per transaction or $250,000 in the aggregate; (i) make made or commit committed to make any capital expendituresexpenditures outside of the ordinary course of business or in an amount exceeding $50,000 per transaction or $100,000 in the aggregate; (j) grant granted or become became subject to any Guaranty; (k) apply applied any of their respective its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly by, to or for the benefit of the Company or any Affiliate thereof or to the prepayment of any such amounts or engage engaged in any transactions with any an Affiliate; (l) write written off the value of any assets, inventory or any accounts receivable receivable, or increase, increased the reserves for obsolete, damaged, spoiled or otherwise not usable inventory or doubtful or uncollectable receivables, other than in the ordinary course of business; (m) increase increased the compensation payable or to become payable to directors, officers or employees, other than increases in the ordinary course of business and consistent with past practice practice, or grant granted any rights to severance or termination pay to, or enter entered into any employment or severance agreement with, any director, officer or other employee of the Company or any Affiliate thereof, or establishestablished, adoptadopted, enter entered into or materially amend amended any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee; (n) enter entered into any transaction, commitment or agreement, or amend amended or terminate terminated any existing Contract material to Contract, in each case outside of the Companyordinary course of business or where the amount involved exceeds $100,000 per transaction, commitment, agreement or amendment or $250,000 in the aggregate; (o) acquire acquired (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization, Person or any division thereof or any material assets; (p) alter altered the manner of keeping its books, accounts or records, or change changed in any manner the accounting practices, methods or assumptions therein reflected, in each case in any material respect; (q) agree to accelerate waived, released, assigned, settled or delay collection of notes compromised any claims or accounts receivable in advance of or beyond their regular dates or the date when the same could have been collected in the ordinary course of business consistent with past practicesany litigation; (r) waive, release, assign, settle or compromise made any claims or litigation; (s) make any material Tax election or settle settled or compromise compromised any material federal, state or local or federal income Tax liability; (ts) take taken or omit omitted to take any action which is was intended to render any of the Company’s representations or warranties untrue or misleading, or which would be have been a material breach of any of the covenants of this Agreement; (ut) take taken any action which could reasonably be expected to have a Material Adverse Effect; or (vu) agreeagreed, whether in writing or otherwise, to do any of the foregoing.

Absence of Material Adverse Effects. Since June 30During the period from the date of the Interim Balance Sheet to the date of this Agreement, 2010excepted as specifically contemplated by this Agreement (including the Reorganization), the business of the Company has been conducted in the ordinary course of business, consistent with past custom and practice, and there has not been any Material Adverse Effect and no event has occurred which could reasonably be expected to result in a Material Adverse Effect. Without limiting the generality of the foregoing, except as otherwise disclosed set forth on Schedule 4.12Section 5.20 of the Disclosure Schedules, since the date of the Interim Balance Sheet, the Company has conducted its businesses only in the ordinary and usual course and in a manner consistent with past practices and, since such date: (a) there has been no Material Adverse Effect; and (b) the Company has not engaged or agreed to engage in any of the actions described belownot: (a) amend sold, leased, transferred or otherwise change its Organizational Documents; (b) issue, sell or authorize for issuance or sale, shares of assigned any class of its securities (including, but not limited to, by way of stock split or dividend) or any subscriptions, options, warrants, rights or convertible securities, or enter into any agreements or commitments of any character obligating them to issue or sell any such securities; (c) redeem, purchase or otherwise acquire, directly or indirectly, any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (d) declare or pay any dividend or other distribution (whether in cash, stock or other property) with respect to its capital stock or repay any irrevocable capital contribution; (e) sell, transfer, surrender, abandon or dispose of any of its assets or property rights (tangible or intangible), except other than sales of inventory in the ordinary course of business business, consistent with past practicescustom and practice; (b) purchased any trucks or trailers; (c) experienced any damage, destruction or loss (whether or not covered by insurance) to its assets or property (tangible or intangible); (d) received notice from any Person regarding the acceleration, termination, modification or cancelation a Contract, which, if in existence on the date hereof, would be required to be listed on Section 5.10 of the Disclosure Schedules; (e) issued, created, incurred or assumed any Indebtedness; (f) grant forgave, canceled, compromised, waived or make released any Lien Indebtedness owed to it or subject itself any right or claim; (g) issued, sold or otherwise disposed of any of its properties stock or assets other ownership interests, or granted any options, warrants or other rights to acquire (including upon conversion, exchange or exercise) any of its stock or other ownership interests or declared, set aside, made or paid any dividend or distribution with respect to its stock or other ownership interests or redeemed, purchased or otherwise acquired any stock or other ownership interest or amended or made any change to any Lienof its Organizational Documents or made any other payment to its members or stockholders (or any Affiliates of such stockholders); (h) granted any increase in salary or bonus or otherwise increased the compensation or benefits payable or provided to any director, except officer, employee, consultant, advisor or agent; (i) engaged in any promotional, sales or discount or other activity that has or could reasonably be expected to have the effect of accelerating sales prior to the Closing that would otherwise be expected to occur subsequent to the Closing; (j) made any commitment outside of the ordinary course of business, consistent with past practice, for capital expenditures to be paid after the Closing or failed to incur capital expenditures in accordance with its capital expense budget; (k) instituted any material change in the conduct of its business or any material change in its accounting practices or methods, cash management practices or method of purchase, sale, lease, management, marketing, or operation; (l) taken or omitted to take any action which could be reasonably anticipated to have a Material Adverse Effect; (m) made, changed or rescinded any Tax election, settled or compromised any Tax liability, amended any Tax Return or taken any position on any Tax Return, taken any action, omitted to take any action or entered into any other transaction that would have the effect of materially increasing the Tax liability or materially reducing any Tax assets of Buyer in respect of any taxable period ending after the Closing Date; (n) collected its accounts receivable or paid any accrued liabilities or accounts payable or prepaid any expenses or other items, in each case other than in the ordinary course of business business, consistent with past practices; (g) grant any license or sublicense of any right under or with respect to any Intellectual Property; (h) create, incur or assume any indebtedness or any Liability, except in the ordinary course of business consistent with past practices; (i) make or commit to make any capital expenditures; (j) grant or become subject to any Guaranty; (k) apply any of their respective assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly by, to or for the benefit of the Company or any Affiliate thereof or to the prepayment of any such amounts or engage in any transactions with any Affiliate; (l) write off the value of any assets, inventory or any accounts receivable or increase, the reserves for obsolete, damaged, spoiled or otherwise not usable inventory or doubtful or uncollectable receivables; (m) increase the compensation payable or to become payable to directors, officers or employees, other than increases in the ordinary course of business and consistent with past practice or grant any rights to severance or termination pay to, or enter into any employment or severance agreement with, any director, officer or other employee of the Company or any Affiliate thereof, or establish, adopt, enter into or materially amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee; (n) enter into any transaction, commitment or agreement, or amend or terminate any existing Contract material to the Companypractice; (o) acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) entered into any interest in transaction with any corporation, partnership, other business organization, Person or any division thereof or any assets;Affiliate; or (p) alter the manner of keeping its books, accounts agreed or records, or change in any manner the accounting practices, methods or assumptions therein reflected; (q) agree committed to accelerate or delay collection of notes or accounts receivable in advance of or beyond their regular dates or the date when the same could have been collected in the ordinary course of business consistent with past practices; (r) waive, release, assign, settle or compromise any claims or litigation; (s) make any Tax election or settle or compromise any federal, state or local or federal income Tax liability; (t) take or omit to take any action which is intended to render any of the Company’s representations or warranties untrue or misleading, or which would be a material breach of any of the covenants of this Agreement; (u) take any action which could have a Material Adverse Effect; or (v) agree, whether in writing or otherwise, to do any of the foregoing.

Absence of Material Adverse Effects. Since June 30Except for what is listed in Schedule 4.30, 2010since December 31, and except as otherwise disclosed on Schedule 4.122011, the Company has and its Subsidiaries have conducted its businesses their business only in the ordinary and usual course and in a manner consistent with past practices and, since such date: (a) date there has been no Material Adverse Effect; and (b) . Except for what is listed in Schedule 4.30, neither the Company nor any Subsidiary has not engaged taken (or agreed to engage in take) any of the actions described belowfollowing actions: (a) amend or otherwise change its the Organizational Documents, or carry out any corporate structural change; (b) issue, sell or authorize for issuance or sale, shares of any class of its securities (including, but not limited to, by way of stock split or dividend) or any subscriptions, options, warrants, rights or convertible securities, or enter into any agreements or commitments of any character obligating them it to issue or sell any such securities; (c) redeem, purchase or otherwise acquire, acquire directly or indirectly, indirectly any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares, except in relation to the shares in the Company acquired from Xx. Xxxx Xxxxx Busquets and currently held as treasury shares by the Company and the agreement to acquire treasury shares in the Company from Xx. Xxxxxx Xxxxxxxxx (although no such shares have been acquired prior to Closing); (d) declare or pay any dividend or other distribution (whether in cash, stock or other property) with respect to its capital stock or repay any irrevocable capital contributiondistribution; (e) sell, transfer, surrender, abandon or dispose of any of its assets or property rights (tangible or intangible), except for sales or dispositions of inventory in the ordinary course of business consistent with past practicespractice; (f) grant create, incur or make assume any Lien liability or subject itself indebtedness which would remain with the Company or its properties or assets to any LienSubsidiaries after the Closing Date, except in the ordinary course of business consistent with past practicespractice; (g) grant commit to make any license capital expenditures in excess of €50,000, which would be payable by the Company or sublicense of any right under or with respect to any Intellectual Propertyits Subsidiaries after the Closing Date.; (h) createwaive, incur release, assign, settle or assume compromise any indebtedness material claim or any Liability, except in the ordinary course of business consistent with past practiceslitigation; (i) make or commit to make any capital expenditures; (j) grant or become subject to any Guaranty; (k) apply any of their respective assets to the direct or indirect paymentexcept as required by Law, discharge, satisfaction or reduction of any amount payable directly or indirectly by, to or for the benefit of the Company or any Affiliate thereof or to the prepayment of any such amounts or engage in any transactions with any Affiliate; (l) write off the value of any assets, inventory or any accounts receivable or increase, the reserves for obsolete, damaged, spoiled or otherwise not usable inventory or doubtful or uncollectable receivables; (m) increase the compensation payable or to become payable to directors, officers or employees, other than increases in the ordinary course of business and consistent with past practice employees or grant any rights to severance or termination pay to, or enter into any employment or severance agreement with, with any director, officer or employee (other employee of than those disclosed in Schedule 4.30(i) which specifically mentions those severance agreements where the Company or any Affiliate thereof, severance payment is greater than that amount provided by Law) or establish, adopt, enter into or materially amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee; (n) enter into any transaction, commitment or agreement, or amend or terminate any existing Contract material to the Company; (oj) acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization, Person or any division thereof or any assets, or enter into any joint venture agreement of similar collaboration agreement; (pk) alter the manner of keeping its books, accounts or records, or change in any manner the accounting practices, methods or assumptions practices therein reflected; (q) agree to accelerate or delay collection of notes or accounts receivable in advance of or beyond their regular dates or the date when the same could have been collected in the ordinary course of business consistent with past practices; (r) waive, release, assign, settle or compromise any claims or litigation; (sl) make any Tax election or settle or compromise any federalmaterial EU, state national, autonomic or local or federal income Tax liability; (t) take or omit to take any action which is intended to render any of the Company’s representations or warranties untrue or misleading, or which would be a material breach of any of the covenants of this Agreement; (u) take any action which could have a Material Adverse EffectLiability; or (vm) agreechange its accounting practices, whether in writing methods or otherwise, to do assumptions or write down any of the foregoingits assets.