Common use of Business Conduct Clause in Contracts

Business Conduct. Except as set forth on Schedule 2.21, since January 1, 2002, AIRNET has conducted its business only in the ordinary course consistent with past custom and practices and has incurred no liabilities other than in the ordinary course of business consistent with past custom and practices. Except as forth on Schedule 2.21, since January 1, 2002, there has not been any: (a) Material adverse change in AIRNET's operations, condition (financial or otherwise), operating results, assets, liabilities, employee, customer or supplier relations or business prospects; (b) Damage, destruction or loss of any property owned by AIRNET or used in the operation of the business, whether or not covered by insurance, having a replacement cost or fair market value in excess of $10,000 affecting AIRNET's property, financial status or the business; (c) Voluntary or involuntary sale, transfer, surrender, abandonment or other disposition of any kind by AIRNET of any assets or property rights (tangible or intangible), having a replacement cost or fair market value in excess of $10,000, except in each case the sale of inventory and collection of accounts in the ordinary course of business consistent with past custom and practices; (d) Loan or advance by AIRNET to any party other than sales to customers on credit in the ordinary course of business consistent with past custom and practices; (e) Declaration, setting aside, or payment of any dividend or other distribution in respect to AIRNET's capital stock, any direct or indirect redemption, purchase, or other acquisition of such stock, or the payment of principal or interest on any note, bond, debt instrument or debt to any Affiliate; (f) Incurrence of debts, liabilities or obligations except current liabilities incurred in connection with or for services rendered or goods supplied in the ordinary course of business consistent with past custom and practices, liabilities on account of taxes and governmental charges but not penalties, interest or fines in respect thereof, and obligations or liabilities incurred by virtue of the execution of this Agreement; (g) Issuance by AIRNET of any notes, bonds, or other debt securities or any equity securities or securities convertible into or exchangeable for any equity securities; (h) Cancellation, waiver or release by AIRNET of any debts, rights or claims, except in each case in the ordinary course of business consistent with past custom and practices; (i) Amendment of AIRNET's Certificate of Incorporation or By-Laws; (j) Amendment or termination of any Material Contract, other than expiration of such contract in accordance with its terms; (k) Change in accounting principles, methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) utilized by AIRNET; (l) Discharge or satisfaction of any material liability, encumbrance or payment of any material obligation or liability, other than current liabilities paid in the ordinary course of business consistent with past custom and practices or cancellation of any debts or claims; (m) Sale or assignment by AIRNET of any tangible assets other than in the ordinary course of business; (n) Capital expenditures or commitments therefor by AIRNET other than in the ordinary course of business in excess of $10,000 in the aggregate; (o) Charitable contributions or pledges by AIRNET in excess of $5,000 in the aggregate; (p) Mortgage, pledge or other encumbrance of any asset of AIRNET other than in the ordinary course of business; (q) Adoption, amendment or termination of any Benefit Plan; (r) Increase in the benefits provided under any Benefit Plan; or (s) An occurrence or event not included in clauses (a) through (r) that has resulted or might be expected to have a Material Adverse Effect on AIRNET.

Business Conduct. Except as set forth on Schedule 2.215.25, since January 1December 31, 20021996, AIRNET the COMPANY has conducted its business only in the ordinary course consistent with past custom and practices and has incurred no liabilities other than in the ordinary course of business consistent with past custom and practices. Except as forth on Schedule 2.215.25, since January 1December 31, 20021996, there has not been any: (a) Material adverse change in AIRNETthe COMPANY's operations, condition (financial or otherwise), operating results, assets, liabilities, employee, customer or supplier relations or business prospects; (b) Damage, destruction or loss of any property owned by AIRNET the COMPANY or used in the operation of the business, whether or not covered by insurance, having a replacement cost or fair market value in excess of $10,000 50,000 affecting AIRNETthe COMPANY's property, financial status or the businessBusiness; (c) Voluntary or involuntary sale, transfer, surrender, abandonment or other disposition of any kind by AIRNET the COMPANY of any assets or property rights (tangible or intangible), having a replacement cost or fair market value in excess of $10,00050,000, except in each case the sale of inventory and collection of accounts in the ordinary course of business consistent with past custom and practices; (d) Loan or advance by AIRNET the COMPANY to any party other than sales to customers on credit in the ordinary course of business consistent with past custom and practices; (e) Declaration, setting aside, or payment of any dividend or other distribution in respect to AIRNETthe COMPANY's capital stock, any direct or indirect redemption, purchase, or other acquisition of such stock, or the payment of principal or interest on any note, bond, debt instrument or debt to any Affiliate; (f) Incurrence of debts, liabilities or obligations except current liabilities incurred in connection with or for services rendered or goods supplied in the ordinary course of business consistent with past custom and practices, liabilities on account of taxes and governmental charges but not penalties, interest or fines in respect thereof, and obligations or liabilities incurred by virtue of the execution of this Agreement; (g) Issuance by AIRNET the COMPANY of any notes, bonds, or other debt securities or any equity securities or securities convertible into or exchangeable for any equity securities; (h) Cancellation, waiver or release by AIRNET the COMPANY of any debts, rights or claims, except in each case in the ordinary course of business consistent with past custom and practices; (i) Amendment of AIRNETthe COMPANY's Articles or Certificate of Incorporation or By-Laws; (j) Amendment or termination of any Material Contract, other than expiration of such contract in accordance with its terms; (k) Change in accounting principles, methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) utilized by AIRNETthe COMPANY; (l) Discharge or satisfaction of any material liability, encumbrance or payment of any material obligation or liability, other than current liabilities paid in the ordinary course of business consistent with past custom and practices or cancellation of any debts or claims; (m) Sale or assignment by AIRNET the COMPANY of any tangible assets other than in the ordinary course of business; (n) Capital expenditures or commitments therefor by AIRNET the COMPANY other than in the ordinary course of business in excess of $10,000 100,000 in the aggregate; (o) Charitable contributions or pledges by AIRNET the COMPANY in excess of $5,000 25,000 per year in the aggregate; (p) Mortgage, pledge or other encumbrance of any asset of AIRNET the COMPANY other than in the ordinary course of business; (q) Adoption, amendment or termination of any Benefit Plan; (r) Increase in the benefits provided under any Benefit Plan; or (s) An occurrence or event not included in clauses (a) through (r) that has resulted or might be expected to have a Material Adverse Effect on AIRNETthe COMPANY.

Business Conduct. Except as set forth on Schedule 2.215.25, since January 1December 31, 20021996, AIRNET the COMPANY has conducted its business only in the ordinary course consistent with past custom and practices and has incurred no liabilities other than in the ordinary course of business consistent with past custom and practices. Except as forth on Schedule 2.215.25, since January 1December 31, 20021996, there has not been any: (a) Material adverse change in AIRNETthe COMPANY's operations, condition (financial or otherwise), operating results, assets, liabilities, employee, customer or supplier relations or business prospects; (b) Damage, destruction or loss of any property owned by AIRNET the COMPANY or used in the operation of the business, whether or not covered by insurance, having a replacement cost or fair market value in excess of $10,000 50,000 affecting AIRNETthe COMPANY's property, financial status or the businessBusiness; (c) Voluntary or involuntary sale, transfer, surrender, abandonment or other disposition of any kind by AIRNET the COMPANY of any assets or property rights (tangible or intangible), having a replacement cost or fair market value in excess of $10,00050,000, except in each case the sale of inventory and collection of accounts in the ordinary course of business consistent with past custom and practices; (d) Loan or advance by AIRNET the COMPANY to any party other than sales to customers on credit in the ordinary course of business consistent with past custom and practices; (e) Declaration, setting aside, or payment of any dividend or other distribution in respect to AIRNETthe COMPANY's capital stock, any direct or indirect redemption, purchase, or other acquisition of such stock, or the payment of principal or interest on any note, bond, debt instrument or debt to any Affiliate; (f) Incurrence of debts, liabilities or obligations except current liabilities incurred in connection with or for services rendered or goods supplied in the ordinary course of business consistent with past custom and practices, liabilities on account of taxes and governmental charges but not penalties, interest or fines in respect thereof, and obligations or liabilities incurred by virtue of the execution of this Agreement; (g) Issuance by AIRNET the COMPANY of any notes, bonds, or other debt securities or any equity securities or securities convertible into or exchangeable for any equity securities; (h) Cancellation, waiver or release by AIRNET the COMPANY of any debts, rights or claims, except in each case in the ordinary course of business consistent with past custom and practices; (i) Amendment of AIRNETthe COMPANY's Certificate Articles of Incorporation or By-By- Laws; (j) Amendment or termination of any Material Contract, other than expiration of such contract in accordance with its terms; (k) Change in accounting principles, methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) utilized by AIRNETthe COMPANY; (l) Discharge or satisfaction of any material liability, encumbrance or payment of any material obligation or liability, other than current liabilities paid in the ordinary course of business consistent with past custom and practices or cancellation of any debts or claims; (m) Sale or assignment by AIRNET the COMPANY of any tangible assets other than in the ordinary course of business; (n) Capital expenditures or commitments therefor by AIRNET the COMPANY other than in the ordinary course of business in excess of $10,000 100,000 in the aggregate; (o) Charitable contributions or pledges by AIRNET the COMPANY in excess of $5,000 25,000 per year in the aggregate; (p) Mortgage, pledge or other encumbrance of any asset of AIRNET the COMPANY other than in the ordinary course of business; (q) Adoption, amendment or termination of any Benefit Plan; (r) Increase in the benefits provided under any Benefit Plan; or (s) An occurrence or event not included in clauses (a) through (r) that has resulted or might be expected to have a Material Adverse Effect on AIRNETthe COMPANY.

Business Conduct. Except as set forth on Schedule 2.215.25, since January 1December 31, 20021996, AIRNET the COMPANY has conducted its business only in the ordinary course consistent with past custom and practices and has incurred no liabilities other than in the ordinary course of business consistent with past custom and practices. Except as forth on Schedule 2.215.25, since January 1December 31, 20021996, there has not been any: (a) Material adverse change in AIRNETthe COMPANY's operations, condition (financial or otherwise), operating results, assets, liabilities, employee, customer or supplier relations or business prospects; (b) Damage, destruction or loss of any property owned by AIRNET the COMPANY or used in the operation of the business, whether or not covered by insurance, having a replacement cost or fair market value in excess of $10,000 50,000 affecting AIRNETthe COMPANY's property, financial status or the businessBusiness; (c) Voluntary or involuntary sale, transfer, surrender, abandonment or other disposition of any kind by AIRNET the COMPANY of any assets or property rights (tangible or intangible), having a replacement cost or fair market value in excess of $10,00050,000, except in each case the sale of inventory and collection of accounts in the ordinary course of business consistent with past custom and practices; (d) Loan or advance by AIRNET the COMPANY to any party other than sales to customers on credit in the ordinary course of business consistent with past custom and practices; (e) Declaration, setting aside, or payment of any dividend or other distribution in respect to AIRNETthe COMPANY's capital stock, any direct or indirect redemption, purchase, or other acquisition of such stock, or the payment of principal or interest on any note, bond, debt instrument or debt to any Affiliate; (f) Incurrence of debts, liabilities or obligations except current liabilities incurred in connection with or for services rendered or goods supplied in the ordinary course of business consistent with past custom and practices, liabilities on account of taxes and governmental charges but not penalties, interest or fines in respect thereof, and obligations or liabilities incurred by virtue of the execution of this Agreement; (g) Issuance by AIRNET the COMPANY of any notes, bonds, or other debt securities or any equity securities or securities convertible into or exchangeable for any equity securities; (h) Cancellation, waiver or release by AIRNET the COMPANY of any debts, rights or claims, except in each case in the ordinary course of business consistent with past custom and practices; (i) Amendment of AIRNETthe COMPANY's Certificate Articles of Incorporation Organization or By-Laws; (j) Amendment or termination of any Material Contract, other than expiration of such contract in accordance with its terms; (k) Change in accounting principles, methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) utilized by AIRNETthe COMPANY; (l) Discharge or satisfaction of any material liability, encumbrance or payment of any material obligation or liability, other than current liabilities paid in the ordinary course of business consistent with past custom and practices or cancellation of any debts or claims; (m) Sale or assignment by AIRNET the COMPANY of any tangible assets other than in the ordinary course of business; (n) Capital expenditures or commitments therefor by AIRNET the COMPANY other than in the ordinary course of business in excess of $10,000 100,000 in the aggregate; (o) Charitable contributions or pledges by AIRNET the COMPANY in excess of $5,000 25,000 per year in the aggregate; (p) Mortgage, pledge or other encumbrance of any asset of AIRNET the COMPANY other than in the ordinary course of business; (q) Adoption, amendment or termination of any Benefit Plan; (r) Increase in the benefits provided under any Benefit Plan; or (s) An occurrence or event not included in clauses (a) through (r) that has resulted or might be expected to have a Material Adverse Effect on AIRNETthe COMPANY.

Business Conduct. Except as set forth on Schedule 2.21SCHEDULE 2.22, since January 1December 31, 20021998, AIRNET TITAN has conducted its business only in the ordinary course consistent with past custom and practices and has incurred no liabilities other than in the ordinary course of business consistent with past custom and practices. Except as forth on Schedule 2.21SCHEDULE 2.22, since January 1December 31, 20021998, there has not been any: (a) Material adverse change in AIRNETTITAN's operations, condition (financial or otherwise), operating results, assets, liabilities, employee, customer or supplier relations or business prospects; (b) Damage, destruction or loss of any property owned by AIRNET TITAN or used in the operation of the business, whether or not covered by insurance, having a replacement cost or fair market value in excess of $10,000 affecting AIRNETTITAN's property, financial status or the business; (c) Voluntary or involuntary sale, transfer, surrender, abandonment or other disposition of any kind by AIRNET TITAN of any assets or property rights (tangible or intangible), having a replacement cost or fair market value in excess of $10,000, except in each case the sale of inventory and collection of accounts in the ordinary course of business consistent with past custom and practices; (d) Loan or advance by AIRNET TITAN to any party other than sales to customers on credit in the ordinary course of business consistent with past custom and practices; (e) Declaration, setting aside, or payment of any dividend or other distribution in respect to AIRNETTITAN's capital stockownership interests, any direct or indirect redemption, purchase, or other acquisition of such stockinterests, or the payment of principal or interest on any note, bond, debt instrument or debt to any Affiliate; (f) Incurrence of debts, liabilities or obligations except current liabilities incurred in connection with or for services rendered or goods supplied in the ordinary course of business consistent with past custom and practices, liabilities on account of taxes and governmental charges but not penalties, interest or fines in respect thereof, and obligations or liabilities incurred by virtue of the execution of this Agreement; (g) Issuance by AIRNET TITAN of any notes, bonds, or other debt securities or any equity securities or securities convertible into or exchangeable for any equity securities; (h) Cancellation, waiver or release by AIRNET TITAN of any debts, rights or claims, except in each case in the ordinary course of business consistent with past custom and practices; (i) Amendment of AIRNET's Certificate of Incorporation or By-LawsTITAN Organizational Documents; (j) Amendment or termination of any Material Contract, other than expiration of such contract in accordance with its terms; (k) Change in accounting principles, methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) utilized by AIRNETTITAN; (l) Discharge or satisfaction of any material liability, encumbrance or payment of any material obligation or liability, other than current liabilities paid in the ordinary course of business consistent with past custom and practices or cancellation of any debts or claims; (m) Sale or assignment by AIRNET TITAN of any tangible assets other than in the ordinary course of business; (n) Capital expenditures or commitments therefor by AIRNET TITAN other than in the ordinary course of business in excess of $10,000 in the aggregate; (o) Charitable contributions or pledges by AIRNET TITAN in excess of $5,000 in the aggregate; (p) Mortgage, pledge or other encumbrance of any asset of AIRNET TITAN other than in the ordinary course of business; (q) Adoption, amendment or termination of any Benefit Plan; (r) Increase in the benefits provided under any Benefit Plan; or (s) An occurrence or event not included in clauses (a) through (r) that has resulted in or might be expected to have a Material Adverse Effect on AIRNETTITAN.

Business Conduct. Except as set forth on Schedule 2.215.25, since January 1December 31, 20021996, AIRNET the COMPANY has conducted its business only in the ordinary course consistent with past custom and practices and has incurred no liabilities other than in the ordinary course of business consistent with past custom and practices. Except as forth on Schedule 2.215.25, since January 1December 31, 20021996, there has not been any: (a) Material adverse change in AIRNETthe COMPANY's operations, condition (financial or otherwise), operating results, assets, liabilities, employee, customer or supplier relations or business prospects; (b) Damage, destruction or loss of any property owned by AIRNET the COMPANY or used in the operation of the business, whether or not covered by insurance, having a replacement cost or fair market value in excess of $10,000 50,000 affecting AIRNETthe COMPANY's property, financial status or the businessBusiness; (c) Voluntary or involuntary sale, transfer, surrender, abandonment or other disposition of any kind by AIRNET the COMPANY of any assets or property rights (tangible or intangible), having a replacement cost or fair market value in excess of $10,00050,000, except in each case the sale of inventory and collection of accounts in the ordinary course of business consistent with past custom and practices; (d) Loan or advance by AIRNET the COMPANY to any party other than sales to customers on credit in the ordinary course of business consistent with past custom and practices; (e) Declaration, setting aside, or payment of any dividend or other distribution in respect to AIRNETthe COMPANY's capital stock, any direct or indirect redemption, purchase, or other acquisition of such stock, or the payment of principal or interest on any note, bond, debt instrument or debt to any Affiliate; (f) Incurrence of debts, liabilities or obligations except current liabilities incurred in connection with or for services rendered or goods supplied in the ordinary course of business consistent with past custom and practices, liabilities on account of taxes and governmental charges but not penalties, interest or fines in respect thereof, and obligations or liabilities incurred by virtue of the execution of this Agreement; (g) Issuance by AIRNET the COMPANY of any notes, bonds, or other debt securities or any equity securities or securities convertible into or exchangeable for any equity securities; (h) Cancellation, waiver or release by AIRNET the COMPANY of any debts, rights or claims, except in each case in the ordinary course of business consistent with past custom and practices; (i) Amendment of AIRNETthe COMPANY's Certificate Articles of Incorporation Organization or By-By- Laws; (j) Amendment or termination of any Material Contract, other than expiration of such contract in accordance with its terms; (k) Change in accounting principles, methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) utilized by AIRNETthe COMPANY; (l) Discharge or satisfaction of any material liability, encumbrance or payment of any material obligation or liability, other than current liabilities paid in the ordinary course of business consistent with past custom and practices or cancellation of any debts or claims; (m) Sale or assignment by AIRNET the COMPANY of any tangible assets other than in the ordinary course of business; (n) Capital expenditures or commitments therefor by AIRNET the COMPANY other than in the ordinary course of business in excess of $10,000 100,000 in the aggregate; (o) Charitable contributions or pledges by AIRNET the COMPANY in excess of $5,000 25,000 per year in the aggregate; (p) Mortgage, pledge or other encumbrance of any asset of AIRNET the COMPANY other than in the ordinary course of business; (q) Adoption, amendment or termination of any Benefit Plan; (r) Increase in the benefits provided under any Benefit Plan; or (s) An occurrence or event not included in clauses (a) through (r) that has resulted or might be expected to have a Material Adverse Effect on AIRNETthe COMPANY.

Business Conduct. Except as set forth on Schedule 2.215.25, since January 1December 31, 20021996, AIRNET the COMPANY has conducted its business only in the ordinary course consistent with past custom and practices and has incurred no liabilities other than in the ordinary course of business consistent with past custom and practices. Except as forth on Schedule 2.215.25, since January 1December 31, 20021996, there has not been any: (a) Material adverse change in AIRNETthe COMPANY's operations, condition (financial or otherwise), operating results, assets, liabilities, employee, customer or supplier relations or business prospects; (b) Damage, destruction or loss of any property owned by AIRNET the COMPANY or used in the operation of the business, whether or not covered by insurance, having a replacement cost or fair market value in excess of $10,000 50,000 affecting AIRNETthe COMPANY's property, financial status or the businessBusiness; (c) Voluntary or involuntary sale, transfer, surrender, abandonment or other disposition of any kind by AIRNET the COMPANY of any assets or property rights (tangible or intangible), having a replacement cost or fair market value in excess of $10,00050,000, except in each case the sale of inventory and collection of accounts in the ordinary course of business consistent with past custom and practices; (d) Loan or advance by AIRNET the COMPANY to any party other than sales to customers on credit in the ordinary course of business consistent with past custom and practices; (e) Declaration, setting aside, or payment of any dividend or other distribution in respect to AIRNETthe COMPANY's capital stock, any direct or indirect redemption, purchase, or other acquisition of such stock, or the payment of principal or interest on any note, bond, debt instrument or debt to any Affiliate; (f) Incurrence of debts, liabilities or obligations except current liabilities incurred in connection with or for services rendered or goods supplied in the ordinary course of business consistent with past custom and practices, liabilities on account of taxes and governmental charges but not penalties, interest or fines in respect thereof, and obligations or liabilities incurred by virtue of the execution of this Agreement; (g) Issuance by AIRNET the COMPANY of any notes, bonds, or other debt securities or any equity securities or securities convertible into or exchangeable for any equity securities; (h) Cancellation, waiver or release by AIRNET the COMPANY of any debts, rights or claims, except in each case in the ordinary course of business consistent with past custom and practices; (i) Amendment of AIRNETthe COMPANY's Articles or Certificate of Incorporation or By-Laws; (j) Amendment or termination of any Material Contract, other than expiration of such contract in accordance with its terms; (k) Change in accounting principles, methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) utilized by AIRNETthe COMPANY; (l) Discharge or satisfaction of any material liability, encumbrance or payment of any material obligation or liability, other than current liabilities paid in the ordinary course of business consistent with past custom and practices or cancellation of any debts or claims; (m) Sale or assignment by AIRNET the COMPANY of any tangible assets other than in the ordinary course of business; (n) Capital expenditures or commitments therefor by AIRNET the COMPANY other than in the ordinary course of business in excess of $10,000 100,000 in the aggregate; (o) Charitable contributions or pledges by AIRNET the COMPANY in excess of $5,000 25,000 per year in the aggregate; (p) Mortgage, pledge or other encumbrance of any asset of AIRNET the COMPANY other than in the ordinary course of business; (q) Adoption, amendment or termination of any Benefit Plan; (r) Increase in the benefits provided under any Benefit Plan; or (s) An occurrence or event not included in clauses (a) through (r) that has resulted or might be expected to have a Material Adverse Effect on AIRNETthe COMPANY.

Business Conduct. Except as set forth on Schedule 2.215.25, since January 1December 31, 20021996, AIRNET the COMPANY has conducted its business only in the ordinary course consistent with past custom and practices and has incurred no liabilities other than in the ordinary course of business consistent with past custom and practices. Except as forth on Schedule 2.215.25, since January 1December 31, 20021996, there has not been any: (a) Material adverse change in AIRNETthe COMPANY's operations, condition (financial or otherwise), operating results, assets, liabilities, employee, customer or supplier relations or business prospects; (b) Damage, destruction or loss of any property owned by AIRNET the COMPANY or used in the operation of the business, whether or not covered by insurance, having a replacement cost or fair market value in excess of $10,000 50,000 affecting AIRNETthe COMPANY's property, financial status or the businessBusiness; (c) Voluntary or involuntary sale, transfer, surrender, abandonment or other disposition of any kind by AIRNET the COMPANY of any assets or property rights (tangible or intangible), having a replacement cost or fair market value in excess of $10,00050,000, except in each case the sale of inventory and collection of accounts in the ordinary course of business consistent with past custom and practices; (d) Loan or advance by AIRNET the COMPANY to any party other than sales to customers on credit in the ordinary course of business consistent with past custom and practices; (e) Declaration, setting aside, or payment of any dividend or other distribution in respect to AIRNETthe COMPANY's capital stock, any direct or indirect redemption, purchase, or other acquisition of such stock, or the payment of principal or interest on any note, bond, debt instrument or debt to any Affiliate; (f) Incurrence of debts, liabilities or obligations except current liabilities incurred in connection with or for services rendered or goods supplied in the ordinary course of business consistent with past custom and practices, liabilities on account of taxes and governmental charges but not penalties, interest or fines in respect thereof, and obligations or liabilities incurred by virtue of the execution of this Agreement; (g) Issuance by AIRNET the COMPANY of any notes, bonds, or other debt securities or any equity securities or securities convertible into or exchangeable for any equity securities; (h) Cancellation, waiver or release by AIRNET the COMPANY of any debts, rights or claims, except in each case in the ordinary course of business consistent with past custom and practices; (i) Amendment of AIRNETthe COMPANY's Certificate Articles of Incorporation Organization or By-By- Laws; (j) Amendment or termination of any Material Contract, other than expiration of such contract in accordance with its terms; (k) Change in accounting principles, methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) utilized by AIRNETthe COMPANY; (l) Discharge or satisfaction of any material liability, encumbrance or payment of any material obligation or liability, other than current liabilities paid in the ordinary course of business consistent with past custom and practices or cancellation of any debts or claims; (m) Sale or assignment by AIRNET the COMPANY of any tangible assets other than in the ordinary course of business; (n) Capital expenditures or commitments therefor by AIRNET the COMPANY other than in the ordinary course of business in excess of $10,000 100,000 in the aggregate; (o) Charitable contributions or pledges by AIRNET the COMPANY in excess of $5,000 25,000 per year in the aggregate; (p) Mortgage, pledge or other encumbrance of any asset of AIRNET the COMPANY other than in the ordinary course of business; (q) Adoption, amendment or termination of any Benefit Plan; (r) Increase in the benefits provided under any Benefit Plan; or (s) An occurrence or event not included in clauses (a) through (r) that has resulted or might be expected to have a Material Adverse Effect on AIRNETthe COMPANY.

Business Conduct. Except as set forth on Schedule 2.215.19, since January 1December 31, 20021996, AIRNET the COMPANY has conducted its business only in the ordinary course consistent with past custom and practices and has incurred no liabilities other than in the ordinary course of business consistent with past custom and practices. Except as forth on Schedule 2.215.19, since January 1December 31, 20021996, there has not been any: (a) Material adverse change in AIRNETthe COMPANY's operations, condition (financial or otherwise), operating results, assets, liabilities, employee, customer or supplier relations or business prospects; (b) Damage, destruction Loan or loss of advance by the COMPANY to any property owned by AIRNET or used in the operation of the business, whether or not covered by insurance, having a replacement cost or fair market value party in excess of $10,000 affecting AIRNET's property, financial status or the business; (c) Voluntary or involuntary sale, transfer, surrender, abandonment or other disposition of any kind by AIRNET of any assets or property rights (tangible or intangible), having a replacement cost or fair market value in excess of $10,000, except in each case the sale of inventory and collection of accounts 5,000 in the ordinary course of business consistent with past custom and practices; (d) Loan or advance by AIRNET to any party aggregate other than sales to customers on credit in the ordinary course of business consistent with past custom and practices; (ec) Declaration, setting aside, or payment of any dividend or other distribution in respect to AIRNETthe COMPANY's capital stock, any direct or indirect redemption, purchase, or other acquisition of such stock, or the payment of principal or interest on any note, bond, debt instrument or debt to any Affiliate; (fd) Incurrence of any debts, liabilities or obligations except current liabilities incurred in connection with or for services rendered or goods supplied in the ordinary course of business consistent with past custom and practices, liabilities on account of taxes and governmental charges but not penalties, interest or fines in respect thereof, and obligations or liabilities incurred by virtue of the execution of this Agreement; ; (ge) Issuance by AIRNET the COMPANY of any notes, bonds, or other debt securities or any equity securities or securities convertible into or exchangeable for any equity securities; ; (hf) Cancellation, waiver or release by AIRNET the COMPANY of any debts, rights or claims, except in each case in the ordinary course of business consistent with past custom and practices; (i) Amendment of AIRNET's Certificate of Incorporation or By-Laws; (j) Amendment or termination of any Material Contract, other than expiration of such contract in accordance with its terms; (k) Change in accounting principles, methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) utilized by AIRNET; (l) Discharge or satisfaction of any material liability, encumbrance or payment of any material obligation or liability, other than current liabilities paid in the ordinary course of business consistent with past custom and practices or cancellation of any debts or claims; (m) Sale or assignment by AIRNET of any tangible assets other than in the ordinary course of business; (n) Capital expenditures or commitments therefor by AIRNET other than in the ordinary course of business in excess of $10,000 in the aggregate; (o) Charitable contributions or pledges by AIRNET in excess of $5,000 in the aggregate; (p) Mortgage, pledge or other encumbrance of any asset of AIRNET other than in the ordinary course of business; (q) Adoption, amendment or termination of any Benefit Plan; (r) Increase in the benefits provided under any Benefit Plan; or (s) An occurrence or event not included in clauses (a) through (r) that has resulted or might be expected to have a Material Adverse Effect on AIRNET.

Business Conduct. Except as set forth on Schedule 2.212.22, since January 1December 31, 20021997, AIRNET LINC has conducted its business only in the ordinary course consistent with past custom and practices and has incurred no liabilities other than in the ordinary course of business consistent with past custom and practices. Except as forth on Schedule 2.212.22, since January 1December 31, 20021997, there has not been any: (a) Material adverse change in AIRNETLINC's operations, condition (financial or otherwise), operating results, assets, liabilities, employee, customer or supplier relations or business prospects; (b) Damage, destruction or loss of any property owned by AIRNET LINC or used in the operation of the business, whether or not covered by insurance, having a replacement cost or fair market value in excess of $10,000 20,000 affecting AIRNETLINC's property, financial status or the businessBusiness; (c) Voluntary or involuntary sale, transfer, surrender, abandonment or other disposition of any kind by AIRNET LINC of any assets or property rights (tangible or intangible), having a replacement cost or fair market value in excess of $10,00020,000, except in each case the sale of inventory and collection of accounts in the ordinary course of business consistent with past custom and practices; (d) Loan or advance by AIRNET LINC to any party other than sales to customers on credit in the ordinary course of business consistent with past custom and practices; (e) Declaration, setting aside, or payment of any dividend or other distribution in respect to AIRNETLINC's capital stock, any direct or indirect redemption, purchase, or other acquisition of such stock, or the payment of principal or interest on any note, bond, debt instrument or debt to any Affiliate; (f) Incurrence of debts, liabilities or obligations except current liabilities incurred in connection with or for services rendered or goods supplied in the ordinary course of business consistent with past custom and practices, liabilities on account of taxes and governmental charges but not penalties, interest or fines in respect thereof, and obligations or liabilities incurred by virtue of the execution of this Agreement; (g) Issuance by AIRNET LINC of any notes, bonds, or other debt securities or any equity securities or securities convertible into or exchangeable for any equity securities; (h) Cancellation, waiver or release by AIRNET LINC of any debts, rights or claims, except in each case in the ordinary course of business consistent with past custom and practices; (i) Amendment of AIRNETLINC's Articles or Certificate of Incorporation or By-Laws; (j) Amendment or termination of any Material Contract, other than expiration of such contract in accordance with its terms; (k) Change in accounting principles, methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) utilized by AIRNETLINC; (l) Discharge Except for the repayment of up to $750,000 of notes payable to certain of the STOCKHOLDERS from available cash (as set forth on Schedule 2.27), discharge or satisfaction of any material liability, encumbrance or payment of any material obligation or liability, other than current liabilities paid in the ordinary course of business consistent with past custom and practices or cancellation of any debts or claims; (m) Sale or assignment by AIRNET LINC of any tangible assets other than in the ordinary course of business; (n) Capital expenditures or commitments therefor by AIRNET LINC other than in the ordinary course of business in excess of $10,000 20,000 in the aggregate; (o) Charitable contributions or pledges by AIRNET LINC in excess of $5,000 in the aggregate; (p) Mortgage, pledge or other encumbrance of any asset of AIRNET LINC other than in the ordinary course of business; (q) Adoption, amendment or termination of any Benefit Plan; (r) Increase in the benefits provided under any Benefit Plan; or (s) An occurrence or event not included in clauses (a) through (r) that has resulted or might be expected to have a Material Adverse Effect on AIRNETLINC.