Common use of Certain Changes or Events Clause in Contracts

Certain Changes or Events. Except for violations, breaches, or defaults which would not, individually or in the aggregate, have a Material Adverse Effect, between the date hereof and the Closing Date, except as specifically provided herein or with the prior written consent of Parent, neither the Company nor the Shareholders shall and none of the Shareholders shall cause the Company to, (a) take any action to further amend the Company's Articles of Incorporation or amend the Company's By-Laws, (b) issue, sell or otherwise dispose of any of the Company's authorized but unissued capital stock, redeem any issued and outstanding capital stock of the Company or issue any option to acquire capital stock of the Company or any securities convertible into or exchangeable for capital stock of the Company, (c) declare or pay any dividend or make any other distribution in cash or property on the Company's capital stock unless approved by Parent in writing, (d) merge or consolidate the Company with or into any corporation, partnership, limited liability company or other business organization, (e) other than changes consistent with past practice, make or allow the Company to become liable for any wage or salary increase, bonus, profit-sharing or incentive payment to any of its officers, directors, employees or shareholders or otherwise establish, sponsor or amend any Company Benefit Plan, except for salary or wage increases and bonuses consistent with past practice on an historical basis, or except as required by law or pursuant to any agreement or Company Benefit Plan, (f) sell or otherwise dispose of or encumber any of the Company's properties or assets other than in sales or dispositions in the ordinary course of business consistent with past practice or in connection with normal repairs, renewals and replacements, (g) modify, amend or cancel any of the Company's existing leases or enter into any commitments, contracts, agreements, leases, warranties, guarantees or understandings other than in the ordinary course of business consistent with past practice, (h) fail to operate the Business in the customary manner and in the ordinary and regular course of business consistent with past practice and to maintain in good condition the Company's business premises, plant, fixtures, furniture and equipment, reasonable wear and tear excepted, (i) cancel or compromise any debt or claim related to the Company's or a Company Subsidiary's assets, other than in the ordinary course of business consistent with past practice, (j) waive or release any rights of value relating to the Company's assets, other than in the ordinary course of business consistent with past practice, (k) transfer or grant any rights in, under or with respect to Intellectual Property Rights other than in the ordinary course of business consistent with past practice, (1) enter into any employment contract with any officer or employee or make any loan to or enter into any transaction of any other nature with any of the Company's or a Company Subsidiary's officers or employees, (m) enter into any transaction, contract or commitment with respect to its assets, other than in the ordinary course of business consistent with past practice, (n) suffer any casualty loss or damage (whether or not such loss or damage shall have been covered by insurance) which affects its ability to conduct its business or affects the value of its assets as carried on its books, (o) suffer any material adverse change in its financial condition or results of operations or in its assets, (p) take any other action which might materially and adversely affect the interests of Parent and Acquisition Subsidiary hereunder or diminish the value of the Company as a going concern, (q) alter the manner of keeping the Company's books, accounts or records or the accounting practices therein reflected, including any change in the costing standards reflected in the Unaudited Statements, (r) enter into any contract, agreement, lease or other arrangement or transaction with the Company or any of the Shareholders or any affiliate thereof, (s) modify any bonus incentive program for dealers that sell any of the Products or the warranty program related to any of the Products, (t) modify any refund, rebate, discount or return policies or practices in a manner that is not consistent with the Company's ordinary course of business or (u) enter into any contract, agreement or commitment with respect to or propose or authorize, any of the actions described in the foregoing clauses (a) through (t).

Certain Changes or Events. Except for violations, breaches, or defaults which would not, individually or in the aggregate, have a Material Adverse Effect, between Between the date hereof and the Closing Date, except as specifically provided herein or with the prior written consent of ParentParent and Acquisition Subsidiary, neither none of the Company nor or the Shareholders Holders shall and none of the Shareholders Holders shall cause the Company to, (a) take any action to further amend the Company's Articles of Incorporation or amend the Company's By-Laws, (b) issue, sell or otherwise dispose of any of the Company's authorized but unissued capital stock, redeem any issued and outstanding capital stock of the Company or issue any option to acquire capital stock of the Company or any securities convertible into or exchangeable for capital stock of the Company, (c) declare or pay any dividend or make any other distribution in cash or property on the Company's capital stock unless approved by Parent in writing(other than S Corp. Dividends set forth on Schedule 5.02), (d) merge or consolidate the Company with or into any corporation, partnership, limited liability company or other business organization, (e) other than changes consistent with past practice, make or allow the Company to become liable for any wage or salary increase, bonus, profit-sharing or incentive payment to any of its officers, directors, employees or shareholders or otherwise establish, sponsor or amend any Company Benefit Plan, except for salary or wage increases and bonuses consistent with past practice on an historical basis, or Plan except as required by law or pursuant to any agreement or Company Benefit PlanPlan disclosed on Schedule 3.19(c), (f) sell or otherwise dispose of or encumber any of the Company's properties or assets other than in sales or dispositions in the ordinary course of business consistent with past practice or in connection with normal repairs, renewals and replacements, (g) modify, amend or cancel any of the Company's existing leases or enter into any commitments, contracts, agreements, leases, warranties, guarantees or understandings other than in the ordinary course of business consistent with past practice, (h) fail to operate the Business in the customary manner and in the ordinary and regular course of business consistent with past practice and to maintain in good condition the Company's business premises, plant, fixtures, furniture and equipment, reasonable wear and tear excepted, (i) cancel or compromise any debt or claim related to the Company's or a Company Subsidiary's assets, other than in the ordinary course of business consistent with past practice, (j) waive or release any rights of value relating to the Company's assets, other than in the ordinary course of business consistent with past practice, (k) transfer or grant any rights in, under or with respect to Intellectual Property Rights other than in the ordinary course of business consistent with past practice, (1) enter into any employment contract with any officer or employee or make any loan to or enter into any transaction of any other nature with any of the Company's or a Company Subsidiary's officers or employees, (m) enter into any transaction, contract or commitment with respect to its assets, other than in the ordinary course of business consistent with past practicepractice (other than as contemplated by Section 5.10), (n) suffer any casualty loss or damage (whether or not such loss or damage shall have been covered by insurance) which affects its ability to conduct its business or affects the value of its assets as carried on its books, (o) suffer any material adverse change in its financial condition or results of operations or in its assets, (p) take any other action which might materially and adversely affect the interests of Parent and Acquisition Subsidiary hereunder or diminish the value of the Company as a going concern, (q) alter the manner of keeping the Company's books, accounts or records or the accounting practices therein reflected, including any change in the costing standards reflected in the Unaudited Statements, (r) enter into any contract, agreement, lease or other arrangement or transaction with the Company or any of the Shareholders Holders or any affiliate thereof, (s) modify any bonus incentive program for dealers that sell any or both of the Products or the warranty program related to any of the Products, (t) modify any refund, rebate, discount or return policies or practices in a manner that is not consistent with the Company's ordinary course of business or (u) enter into any contract, agreement or commitment with respect to or propose or authorize, any of the actions described in the foregoing clauses (a) through (t).

Certain Changes or Events. Except to the extent reasonably necessary to obtain requisite consents of any Governmental Entity or the Parent Shareholders to the transactions and the Merger contemplated by this Agreement, and if necessary to conform its governance documents (such as its Bylaws) to the requirements of this Agreement or any Governmental Entity or NASDAQ, between the date hereof and the Closing Date, and further, except for violations, breaches, or defaults which would not, individually or in the aggregate, have a Material Adverse Effect, between Parent shall not, without the date hereof and the Closing Date, except as specifically provided herein or with the prior written consent of Parent, neither the Company nor the Shareholders shall and none of the Shareholders shall cause the Company to, (a) take any action to further amend the CompanyParent's Articles of Incorporation or amend the CompanyParent's By-Laws, (b) except pursuant to an option holder's exercise of an existing outstanding Parent stock option or awards, issue, sell or otherwise dispose of any of the CompanyParent's authorized but unissued capital stock, redeem any issued and outstanding capital stock of the Company Parent or issue any Capital Stock or any option to acquire capital stock of the Company Parent or any securities convertible into or exchangeable for capital stock of the CompanyParent or take any other action or enter into any other transaction that could have a dilutive effect to the Shareholders, (c) declare or pay any stock dividend or make any other distribution in cash or property on stock split with respect to the CompanyParent's capital stock unless approved by Parent in writingstock, (d) merge or consolidate the Company Parent with or into any corporation, partnership, limited liability company or other business organization, (e) other than changes consistent with past practice, make or allow the Company Parent to become liable for any wage or salary increase, bonus, profit-sharing or incentive payment to any of its officers, directors, employees or shareholders or otherwise establish, sponsor or amend any Company Parent Benefit Plan, Plan except for salary or wage increases and or bonuses consistent with past practice on an historical basis, or except as required by law or pursuant to any agreement or Company Parent Benefit Plan, (f) sell or otherwise dispose of or encumber any of the CompanyParent's properties or assets other than in sales or dispositions in the ordinary course of business consistent with past practice or in connection with normal repairs, renewals and replacements, (g) modify, amend or cancel any of the CompanyParent's or any Parent Subsidiary's existing leases or enter into any commitments, contracts, agreements, leases, warranties, guarantees or understandings other than in the ordinary course of business consistent with past practice, (h) fail to operate the Business its business in the customary manner and in the ordinary and regular course of business consistent with past practice and to maintain in good condition the Company's its business premises, plant, fixtures, furniture and equipment, reasonable wear and tear excepted, (i) cancel or compromise any debt or claim related to the CompanyParent's or a Company any Parent Subsidiary's assets, other than in the ordinary course of business consistent with past practice, (j) waive or release any rights of value relating to the CompanyParent's assets, other than in the ordinary course of business consistent with past practice, (k) transfer or grant any rights in, under or with respect to Intellectual Property Rights other than in the ordinary course of business consistent with past practice, (1) enter into any employment contract with any officer or employee or make any loan to or enter into any transaction of any other nature with any of the CompanyParent's or a Company Parent Subsidiary's officers or employees, (m) enter into any transaction, contract or commitment with respect to its assets, other than in the ordinary course of business consistent with past practice, (n) suffer any casualty loss or damage (whether or not such loss or damage shall have been covered by insurance) which affects its ability to conduct its business or affects the value of its assets as carried on its books, (o) suffer any material adverse change in its financial condition or results of operations or in its assets, (p) take any other action which might materially and adversely affect the interests of Parent and Acquisition Subsidiary Company or Shareholders hereunder or diminish the value of the Company Parent as a going concern, (q) alter the manner of keeping the CompanyParent's books, accounts or records or the accounting practices therein reflected, including any change in the costing standards reflected in the Unaudited Statements, (r) enter into any contract, agreement, lease or other arrangement or transaction with the Company or any of the Shareholders or any affiliate thereof, (s) modify any bonus incentive program for dealers that sell any of the Products or the warranty program related to any of the Products, (t) modify any refund, rebate, discount or return policies or practices in a manner that is not consistent with the CompanyParent's or the Parent Subsidiary's ordinary course of business or (us) enter into any contract, agreement or commitment with respect to or propose or authorize, any of the actions described in the foregoing clauses (a) through (tr). The foregoing shall not prohibit any of the following: (a) action taken to amend the Articles of Incorporation of Parent to authorize an additional 10 million shares of Common Stock of Parent; provided that such amendment does not change the rights and privileges of the Parent Common Stock; (b) such action as may be authorized by the Compensation Committee of the Parent Board of Directors to provide contractual registration rights providing for public resale of shares held by Parent's executive officers or directors, their spouses or trusts for their family members or beneficiaries; (c) action of Parent's Board of Directors to amend the By-Laws of Parent to provide for the governance arrangements described in Section 5.03B or to provide for the annual meeting of shareholders to be held earlier than January 15; (d) amend Parent's 1997 Stock Incentive Plan to increase the total number of shares of Parent's Capital Stock available for issuance to one million (1,000,000) shares, and increase the number of shares that may be issued to any awardee to five hundred thousand (500,000) shares; and (e) Parent may grant a director and/or employee stock options that in the aggregate shall not entitle the recipients thereof to acquire more than twenty thousand (20,000) shares of Parent Common Stock.

Certain Changes or Events. Except for violations, breaches, or defaults which would not, individually or in the aggregate, have a Material Adverse Effect, between From the date hereof and until the Closing Date---------------------------- Closing, except as specifically provided herein or with the prior written consent of ParentParent and Acquisition Subsidiary, neither none of the Company nor or the Shareholders shall Holders shall, and none of the Shareholders Holders shall cause the Company to, (a) take any action to further amend the Company's Articles of Incorporation or amend the Company's By-Laws, (b) issue, sell or otherwise dispose of any of the Company's authorized but unissued capital stock, redeem any issued and outstanding capital stock of the Company or issue any option to acquire capital stock of the Company Company, or any securities convertible into or exchangeable for capital stock of the Company, (c) declare or pay any dividend or make any other distribution in cash or property on the Company's capital stock unless approved by Parent (other than dividends payable in writingrespect of Company Preferred Stock), (d) merge or consolidate the Company with or into any corporation, partnership, limited liability company or other business organization, (e) other than changes consistent with past practice, make or allow the Company to become liable for any wage or salary increase, bonus, profit-sharing or incentive payment to any of its officers, directors, employees or shareholders stockholders, or otherwise establish, sponsor or amend any Company Benefit Plan, except for salary or wage increases and bonuses consistent with past practice on an historical basis, or Plan except as required by law or pursuant to any agreement or Company Benefit PlanPlan disclosed on Schedule 3.19 hereto, (f) sell or otherwise dispose of or encumber any of the Company's properties or assets other than in sales or dispositions in the ordinary course of business consistent with past practice or in connection with normal repairs, renewals and replacements, (g) modify, amend or cancel any of the Company's existing leases or enter into any commitments, contracts, agreements, leases, warranties, guarantees or understandings other than in the ordinary course of business consistent with past practice, (h) fail to operate the Business in the customary manner and in the ordinary and regular course of business consistent with past practice and to maintain in good condition the Company's business premises, plant, fixtures, furniture and equipment, reasonable wear and tear excepted, (i) cancel or compromise any debt or claim related to the Company's or a Company Subsidiary's assets, other than in the ordinary course of business consistent with past practicebusiness, (j) waive or release any rights of value relating to the Company's assets, other than in the ordinary course of business consistent with past practicebusiness, (k) transfer or grant any rights inin or under any concessions, under leases, licenses, agreements, patents, inventions, trademarks, trade names, service marks, brand marks, brand names or copyrights, or with respect to Intellectual Property Rights any know-how, processes or formulas, relating to its assets, other than in the ordinary course of business consistent with past practice, (1l) enter into any employment contract with any officer or employee employee, or make any loan to to, or enter into any transaction of any other nature with with, any of the Company's or a Company Subsidiary's directors, officers or employees, (m) enter into any transaction, contract or commitment with respect to its assets, other than in the ordinary course of business consistent with past practice, (n) suffer any casualty loss or damage (whether or not such loss or damage shall have been covered by insurance) which affects its ability to conduct its business or affects the value of its assets as carried on its books, (o) suffer any material adverse change in its financial condition or results of operations or in its assets, (p) take any other action which might materially and adversely affect the interests of Parent and or Acquisition Subsidiary hereunder or diminish the value of the Company as a going concern, (q) alter the manner of keeping the Company's books, accounts or records or the accounting practices therein reflected, including any change in the costing standards reflected in the Unaudited Statements, (r) enter into any contract, agreement, lease or other arrangement or transaction with the Company or any of the Shareholders Holders or any affiliate thereof, or (s) modify any bonus incentive program for dealers that sell any of the Products or the warranty program related to any of the Products, (t) modify any refund, rebate, discount or return policies or practices in a manner that is not consistent with the Company's ordinary course of business or (u) enter into any contract, agreement or commitment with respect to to, or propose or authorize, any of the actions described in the foregoing clauses (a) through (tr).

Certain Changes or Events. Except for violations, breaches, or defaults which would not, individually or in the aggregate, have a Material Adverse Effect, between From the date hereof and until the Closing DateClosing, except as specifically provided herein or with the prior written consent of ParentBuyer, neither the Company nor the Shareholders Seller shall and none of the Shareholders shall cause the Company to, not (a) take any action to further amend the Company's Articles of Incorporation or amend the Company's By-Laws, (b) issue, sell or otherwise dispose of any of the Company's authorized but unissued capital stock, redeem any issued and outstanding capital stock of the Company or issue any option to acquire capital stock of the Company or any securities convertible into or exchangeable for capital stock of the Company, (c) declare or pay any dividend or make any other distribution in cash or property on the Company's capital stock unless approved by Parent in writing, (d) merge or consolidate the Company with or into any corporation, partnership, limited liability company or other business organization, (e) other than changes consistent with past practice, make or allow the Company to become liable for any wage or salary increase, bonus, profit-sharing or incentive payment to any of its officers, directors, employees or shareholders or otherwise establish, sponsor or amend any Company Benefit Plan, except for salary or wage increases and bonuses consistent with past practice on an historical basis, or except the Designated Employees (as required by law or pursuant to any agreement or Company Benefit Plandefined in Section 6.1), (fb) sell or otherwise dispose of or encumber any of the Company's properties or assets of the DE Brokerage Business other than in sales or dispositions in the ordinary course of business consistent with past practice or in connection with normal repairs, renewals and replacements, (gc) modify, amend or cancel any of the Company's existing leases Leases or Contracts or enter into any commitments, contracts, agreements, leases, warranties, guarantees or understandings with respect to the DE Brokerage Business (x) other than in the ordinary course of business consistent or (y) with past practicean Affiliate of Seller or its employees (except for advertising in the ordinary course of business), (hd) fail to operate the DE Brokerage Business in the customary manner and in the ordinary and regular course of business consistent with past practice and to maintain its business premises and Equipment in good such condition and state of repair as is sufficient to operate the Company's business premises, plant, fixtures, furniture and equipment, reasonable wear and tear exceptedDE Brokerage Business in the ordinary course, (ie) cancel cancel, settle or compromise any debt debt, claim or claim dispute related to the Company's Purchased Assets or a Company Subsidiary's assetsthe DE Brokerage Business, other than in the ordinary course of business consistent with past practicebusiness, (jf) waive or release any rights of value relating to the Company's assetsPurchased Assets or the DE Brokerage Business, other than in the ordinary course of business consistent with past practicebusiness, (kg) transfer or grant any rights in, in or under or with respect to any of its Intellectual Property Rights other than in the ordinary course of business consistent with past practiceRights, (1h) enter into any employment contract or other agreement with any officer Designated Employee or employee independent contractor, or make any loan to to, or enter into any transaction of any other nature with any Designated Employee or independent contractor, or make any new grant under the Deferred Bonus Plan, or modify the terms of any existing grant under the Company's or a Company Subsidiary's officers or employeesDeferred Bonus Plan, (mi) enter into any transaction, contract or commitment with respect to its assetsthe Purchased Assets, other than in the ordinary course of business consistent with past practicebusiness, (nj) suffer any casualty loss or damage (whether or not such loss or damage shall have been covered by insurance) which materially affects its ability to conduct its business the DE Brokerage Business or materially affects the value of its assets the Purchased Assets as carried on its books, (ok) suffer any material adverse change in its the financial condition or results of operations of the DE Brokerage Business or in its assetsthe Purchased Assets, (pl) take any other action which might materially and adversely affect the interests interest of Parent and Acquisition Subsidiary Buyer hereunder or diminish the value of the Company DE Brokerage Business as a going concern, (qm) alter the manner of keeping the Company's books, accounts or records of the DE Brokerage Business or the accounting practices therein reflected, including (n) make any change in new Broker Loans, or extend or modify the costing standards reflected in the Unaudited Statementsterms of any existing Broker Loans, (r) enter into any contract, agreement, lease or other arrangement or transaction with the Company or any of the Shareholders or any affiliate thereof, (s) modify any bonus incentive program for dealers that sell any of the Products or the warranty program related to any of the Products, (t) modify any refund, rebate, discount or return policies or practices in a manner that is not consistent with the Company's ordinary course of business or (uo) enter into any contract, agreement or commitment with respect to to, or propose or authorize, any of the actions described in the foregoing clauses (a) through (tn).

Certain Changes or Events. Except for violations, breaches, or defaults which would not, individually or in the aggregate, have a Material Adverse Effect, between Since the date hereof and of the Closing Date, except as specifically provided herein or with the prior written consent of ParentBalance Sheet, neither the Company Company, nor the Shareholders shall and none of the Shareholders shall cause the Company to, (a) take any action Seller with respect to further amend the Company's Articles of Incorporation or amend the Company's By-Laws, (b) issue, sell or otherwise dispose of nor any of the Company's authorized but unissued capital stockofficers, redeem any issued and outstanding capital stock directors or employees in their representative capacities on behalf of the Company has: received oral or issue written notice that there has been, will be or may be a loss of, or contract cancellation by, any option to acquire capital stock of the Company or any securities convertible into or exchangeable for capital stock current customer of the Company, (c) declare which loss or pay any dividend or make any other distribution cancellation would result in cash or property on the Company's capital stock unless approved by Parent in writing, (d) merge or consolidate lost annual revenues to the Company with of at least $10,000, or into any corporation, partnership, limited liability company or other business organization, (e) other than changes consistent with past practice, make or allow received substantive information which would form the Company to become liable basis for any wage belief that there may be such a loss or salary increase, bonus, profit-sharing cancellation; taken any action or incentive payment entered into or agreed to any of its officers, directors, employees or shareholders or otherwise establish, sponsor or amend any Company Benefit Plan, except for salary or wage increases and bonuses consistent with past practice on an historical basis, or except as required by law or pursuant to any agreement or Company Benefit Plan, (f) sell or otherwise dispose of or encumber any of the Company's properties or assets other than in sales or dispositions in the ordinary course of business consistent with past practice or in connection with normal repairs, renewals and replacements, (g) modify, amend or cancel any of the Company's existing leases or enter into any commitmentstransaction, contracts, agreements, leases, warranties, guarantees agreement or understandings commitment other than in the ordinary course of business consistent with past practicebusiness, except for the execution of this Agreement; forgiven or canceled any indebtedness or waived any claims or rights of material value (h) fail to operate including, without limitation, any indebtedness owing by the Business Seller, officer, director, employee or Affiliate of the Company); granted any increase in the customary manner compensation of members, directors, officers, employees or consultants (including any such increase pursuant to any employment agreement or bonus, pension, profit sharing, lease payment or other plan or commitment); borrowed or agreed to borrow any funds, assumed or become subject to, whether directly or by way of guarantee or otherwise, any liabilities or obligations (absolute, accrued or contingent), or incurred any liabilities or obligations (absolute, accrued or contingent) except liabilities and in the ordinary and regular course of business consistent with past practice and to maintain in good condition the Company's business premises, plant, fixtures, furniture and equipment, reasonable wear and tear excepted, (i) cancel or compromise any debt or claim related to the Company's or a Company Subsidiary's assets, other than obligations incurred in the ordinary course of business and consistent with past practicepractice not to exceed $10,000 individually, or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; paid, discharged or satisfied any claims, liabilities or obligations (jabsolute, accrued or contingent) waive or release any rights of value relating to the Company's assets, other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practicepractice of claims, (k) transfer liabilities and obligations reflected or grant any rights in, under reserved against in the Balance Sheet or with respect to Intellectual Property Rights other than incurred in the ordinary course of business and consistent with past practicepractice since the date of the Balance Sheet, or prepaid any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; permitted or allowed any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, Encumbrance, institutional control, restriction or charge, except (i) conditional sales or similar security interests granted in connection with the purchase of equipment or supplies in the ordinary course of business, (1ii) enter into any employment contract with any officer or employee or make any loan to or enter into any transaction of any other nature with any of the Company's or a Company Subsidiary's officers or employeesassessments for current taxes not yet due and payable, (miii) enter into any transactionlandlord's liens for rental payments not yet due and payable, contract or commitment with respect to its assetsand (iv) mechanics', materialmen's, carriers' and other similar statutory liens securing indebtedness that is in the aggregate less than $1,000, was incurred in the ordinary course of business and is not yet due and payable; written off as uncollectible any notes or accounts receivable, except for write downs and write offs that are in the aggregate less than $10,000, incurred in the ordinary course of business and consistent with past practice; sold, (n) suffer transferred or otherwise disposed of any casualty loss or damage (whether or not such loss or damage shall have been covered by insurance) which affects its ability to conduct its business or affects the value of its properties or assets (real, personal or mixed, tangible or intangible) with an aggregate net book value in excess of $1,000; provided, however, the Company shall be permitted to pay out to the Seller simultaneous with the Closing, any cash or money market funds held by the Company net of any outstanding drafts or other obligations and the difference between the "loan held for sale" as carried on its booksof the Closing Date ("Closed Loans") and the warehouse line of credit outstanding as of the Closing Date, (oall as provided in Section 2.2(e) suffer any material adverse change hereto, provided, further, that in its financial condition or results of operations or in its assets, (p) take any other action which might materially and adversely affect no event shall the interests of Parent and Acquisition Subsidiary hereunder or diminish the value Tangible Net Worth of the Company be reduced to less than $0 at Closing; disposed of or permitted to lapse any rights to the use of any trademark, trade name, patent or copyright, or disposed of or disclosed to any Person other than representatives of Buyer any trade secret, formula, process or know how not theretofore a matter of public knowledge; made any single capital expenditure or commitment in excess of $5,000 for additions to property, equipment or intangible capital assets or made aggregate capital expenditures in excess of $2,000 for additions to property, equipment or intangible capital assets; made any change in any method of accounting or accounting practice or internal control procedure; issued any membership interests or other ownership or equity, other securities or options or other rights to acquire any equity or other securities, or declared, paid or set aside for payment any dividend or other distribution in respect of its membership interests, or redeemed, purchased or otherwise acquired, directly or indirectly, any membership interests or other securities of the Company, or otherwise permitted the withdrawal by any of the holders of membership interests of the Company of any cash or other assets (real, personal or mixed, tangible or intangible), in compensation, indebtedness or otherwise, other than as a going concernset forth in Subparagraph (i) above; except for transactions that are not material in the aggregate, loaned or advanced any amount to, or sold, transferred or leased any properties or assets (qreal, personal or mixed, tangible or intangible) alter the manner to, or entered into any agreement or arrangement with, any of keeping the Company's booksofficers, accounts directors, members or records employees or any Affiliate of the accounting practices therein reflectedCompany's officers, including directors or employees, except directors' fees and compensation paid to officers and employees at rates not exceeding the rates of compensation disclosed on Disclosure Schedule 3.16; entered into or agreed to enter into, or otherwise suffered to be outstanding, any change in the costing standards reflected in the Unaudited Statements, (r) enter into any contract, agreement, lease or other arrangement or transaction with power of attorney of the Company or any obligations or liabilities (absolute, accrued or contingent) of the Shareholders Company, as guarantor, surety, co signer, endorser, co-maker, indemnitor or otherwise, in respect of the obligation of any other Person; received notice of, or otherwise obtained knowledge of: (i) any claim, action, suit, arbitration, proceeding or investigation involving, pending against or threatened against the Company or any affiliate thereof, (s) modify any bonus incentive program for dealers that sell any employee of the Products Company before or by any court or governmental or nongovernmental department, commission, board, bureau, agency or instrumentality, or any other Person; (ii) any valid basis for any claim, action, suit, arbitration, proceeding, investigation or the warranty program related application of any fine or penalty materially adverse to the Company or any officer or director of the Company before or by any Person; or (iii) any outstanding or unsatisfied judgments, orders, decrees or stipulations to which the Company or any officer, director or employee of the Company is a party that relate directly to the transactions contemplated herein or that would have any material adverse effect upon the business, assets, operations, prospects or condition (financial or other) of the Company; entered into or agreed to any sale, assignment, transfer or license of any patents, trademarks, copyrights, trade secrets or other intangible assets of the ProductsCompany to a third party or any amendment or change to any existing license or other agreement relating to intellectual property; taken any action to accelerate the collection of receivables, (t) modify any refundor failed to pay payables, rebate, discount or return policies or practices in a timely manner that is not consistent with past practices; failed to inform Buyer of any material bad debts not disclosed on the Balance Sheet; received notice of, or otherwise obtained knowledge of, any other event or facts that could have a material adverse effect on the business, its assets, operations, prospects, or condition (financial or other) of the Company; distributed, sold, or otherwise disposed of any assets (including intellectual property) required or reasonably necessary for the operation of the Company's ordinary course of business, in the manner in which the business has historically operated; or (u) enter into agreed, whether in writing or otherwise, to take any contract, agreement or commitment with respect to or propose or authorize, any of the actions action described in the foregoing clauses (a) through (t)this Section 3.7.