Common use of Certain Changes or Events Clause in Contracts

Certain Changes or Events. Except as set forth in Section 3.8 of the Company Disclosure Schedule, since the Balance Sheet Date the Company has conducted its business only in the ordinary course consistent with past practice, and there has not occurred: (a) any change, event, development or condition (whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect on the Company; (b) any acquisition, sale or transfer of any material asset of the Company other than in the ordinary course of business and consistent with past practice; 9 Last three full fiscal years prior to signing of agreement to be inserted. 10 Date of latest available monthly financial statements to be inserted. (c) except as required by GAAP, any material change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its assets; (d) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of capital stock of the Company or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock; (e) any Listed Contract entered into by the Company, other than in the ordinary course of business, or any amendment or termination of, or material default under, any Listed Contract, or the waiver, release or assignment of any material rights under any Listed Contract; (f) any incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money; (g) any creation or assumption by the Company of any mortgage, lien, pledge, charge, security interest or similar encumbrance of any kind or character on any material asset, other than Permitted Encumbrances; (h) any condemnation, seizure, damage, destruction or other casualty loss (whether or not covered by insurance) materially and adversely affecting the assets, properties or business of the Company and no such loss is threatened in writing; (i) any capital expenditure, or commitment for a capital expenditure, for additions or improvements to property, plant and equipment in excess of $25,000 individually or $50,000 in the aggregate; (j) except for capital expenditures and commitments referred to in paragraph (i) above, any (i) acquisition, lease, license or other purchase of, or (ii) disposition, assignment, transfer, license or other sale of, any material tangible assets or material property or material Intellectual Property in one or more transactions, or any commitment in respect thereof; (k) a cancellation or compromise of any material debt or claim; (l) any settlement or compromise of any pending or threatened Action; (m) any material delay or postponement by the Company in the payment of accounts payable and other liabilities outside the ordinary course of business; or (n) any negotiation or agreement by the Company to do any of the things described in the preceding clauses (a) through (m) (other than negotiations with the Parent and its representatives regarding the transactions contemplated by this Agreement).

Certain Changes or Events. Except Since the Balance Sheet Date, except as contemplated by this Agreement or as set forth in Section 3.8 4.8 of the Company Disclosure Schedule, since the Company and its Subsidiaries have conducted the Business only in the ordinary course and there has not been: (a) any event or development that would, individually or in the aggregate, have a Material Adverse Effect; (b) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, share or property) or redemption with respect to the Company Shares or any equity securities in the capital of any of the Company’s Subsidiaries (other than a wholly-owned Subsidiary); (c) any damage, destruction or loss, whether or not covered by insurance, that would, individually or in the aggregate, have a Material Adverse Effect; (d) any change in accounting methods, principles or practices affecting the Company or its Subsidiaries, except as required by GAAP; (e) any change to the manner of billing of, or the credit lines made available to, any Clients; (f) any transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet Date or cancelled any debts or entitlements except, in each case, in the ordinary course of business consistent with past practice; (g) except for Permitted Encumbrances, any creation or permitting to exist any Encumbrance affecting any of the assets or property of the Company has conducted or its business only Subsidiaries; (h) any discharge or satisfaction of any Encumbrance by the Company or its Subsidiaries, or any payment of any Liability by the Company or its Subsidiaries other than Liabilities included in the Balance Sheet, Liabilities incurred since the date of the Balance Sheet in the ordinary course consistent with past practice and discharges and payments made in the ordinary course consistent with past practice, and there has not occurred: (a) any change, event, development or condition (whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect on the Company; (bi) any acquisitiongranting of bonuses, sale whether monetary or transfer of otherwise, or made any material asset general wage or salary increases in respect of the Company other than Employees, or changed the terms of employment for any Company Employee or entered into a written contract with any Company Employee except in the ordinary course of business and consistent with past practice; (j) any hiring or dismissal any senior Company Employees; (k) the engagement in any transaction, the making of any loan or the entering into any arrangement with any officer, director, partner, shareholder, Company Employee (whether current or former or retired), consultant, independent contractor or agent of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice; 9 Last three full fiscal years prior to signing of agreement to be inserted. 10 Date of latest available monthly financial statements to be inserted. (c) except as required by GAAP, any material change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its assets; (d) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of capital stock of the Company or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock; (e) any Listed Contract entered into by the Company, other than in the ordinary course of business, or any amendment or termination of, or material default under, any Listed Contract, or the waiver, release or assignment of any material rights under any Listed Contract; (f) any incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money; (g) any creation or assumption by the Company of any mortgage, lien, pledge, charge, security interest or similar encumbrance of any kind or character on any material asset, other than Permitted Encumbrances; (h) any condemnation, seizure, damage, destruction or other casualty loss (whether or not covered by insurance) materially and adversely affecting the assets, properties or business of the Company and no such loss is threatened in writing; (i) any capital expenditure, or commitment for a capital expenditure, for additions or improvements to property, plant and equipment in excess of $25,000 individually or $50,000 in the aggregate; (j) except for capital expenditures and commitments referred to in paragraph (i) above, any (i) acquisition, lease, license or other purchase of, or (ii) disposition, assignment, transfer, license or other sale of, any material tangible assets or material property or material Intellectual Property in one or more transactions, or any commitment in respect thereof; (k) a cancellation or compromise of any material debt or claim;or (l) any settlement authorization, agreement or compromise of any pending or threatened Action; (m) any material delay or postponement by the Company in the payment of accounts payable and other liabilities outside the ordinary course of business; or (n) any negotiation or agreement by the Company otherwise committing to do any of the things described in the preceding clauses (a) through (m) (other than negotiations with the Parent and its representatives regarding the transactions contemplated by this Agreement)foregoing.

Certain Changes or Events. Except From the date hereof until the Closing, except as set forth specifically provided herein or with the prior written consent of Buyer, Seller shall not (a) make or become liable for any wage or salary increase, bonus, profit-sharing or incentive payment to any of the Designated Employees (as defined in Section 3.8 6.1), (b) sell or otherwise dispose of or encumber any of the Company Disclosure Schedule, since properties or assets of the Balance Sheet Date the Company has conducted its business only DE Brokerage Business other than in sales or dispositions in the ordinary course consistent of business or in connection with past practicenormal repairs, renewals and there has not occurred: replacements, (ac) modify, amend or cancel any change, event, development or condition (whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect on the Company; (b) any acquisition, sale or transfer of any material asset of the Company 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 and consistent or (y) with past practice; 9 Last three full fiscal years prior to signing an Affiliate of agreement to be inserted. 10 Date Seller or its employees (except for advertising in the ordinary course of latest available monthly financial statements to be inserted. (c) except as required by GAAPbusiness), any material change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its assets; (d) any declarationfail to operate the DE Brokerage Business in the customary manner and in the ordinary and regular course of business and to maintain its business premises and Equipment in such condition and state of repair as is sufficient to operate the DE Brokerage Business in the ordinary course, setting aside, or payment of a dividend or other distribution with respect to the shares of capital stock of the Company or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock; (e) cancel, settle or compromise any Listed Contract entered into by debt, claim or dispute related to the CompanyPurchased Assets or the DE Brokerage Business, other than in the ordinary course of business, or any amendment or termination of, or material default under, any Listed Contract, or the waiver, release or assignment of any material rights under any Listed Contract; (f) waive or release any incurrence, assumption rights of value relating to the Purchased Assets or guarantee by the Company of any indebtedness for borrowed money; (g) any creation or assumption by the Company of any mortgage, lien, pledge, charge, security interest or similar encumbrance of any kind or character on any material assetDE Brokerage Business, other than Permitted Encumbrances; (h) any condemnation, seizure, damage, destruction or other casualty loss (whether or not covered by insurance) materially and adversely affecting the assets, properties or business of the Company and no such loss is threatened in writing; (i) any capital expenditure, or commitment for a capital expenditure, for additions or improvements to property, plant and equipment in excess of $25,000 individually or $50,000 in the aggregate; (j) except for capital expenditures and commitments referred to in paragraph (i) above, any (i) acquisition, lease, license or other purchase of, or (ii) disposition, assignment, transfer, license or other sale of, any material tangible assets or material property or material Intellectual Property in one or more transactions, or any commitment in respect thereof; (k) a cancellation or compromise of any material debt or claim; (l) any settlement or compromise of any pending or threatened Action; (m) any material delay or postponement by the Company in the payment of accounts payable and other liabilities outside the ordinary course of business; or , (g) transfer or grant any rights in or under any of its Intellectual Property Rights, (h) enter into any employment contract or other agreement with any Designated Employee or independent contractor, or make any loan 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 Deferred Bonus Plan, (i) enter into any transaction, contract or commitment with respect to the Purchased Assets, other than in the ordinary course of business, (j) 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 the DE Brokerage Business or materially affects the value of the Purchased Assets as carried on its books, (k) suffer any material adverse change in the financial condition or results of operations of the DE Brokerage Business or in the Purchased Assets, (l) take any other action which might adversely affect the interest of Buyer hereunder or diminish the value of the DE Brokerage Business as a going concern, (m) alter the manner of keeping the books, accounts or records of the DE Brokerage Business or the accounting practices therein reflected, (n) make any negotiation new Broker Loans, or extend or modify the terms of any existing Broker Loans, or (o) enter into any contract, agreement by the Company to do or commitment with respect to, or propose or authorize, any of the things actions described in the preceding foregoing clauses (a) through (m) (other than negotiations with the Parent and its representatives regarding the transactions contemplated by this Agreementn).

Certain Changes or Events. Except Between the date hereof and the Closing Date, except as set forth in Section 3.8 specifically provided herein or with the prior written consent of Parent and Acquisition Subsidiary, none of the Company Disclosure Schedule, since or the Balance Sheet Date Holders shall and none of the Holders shall cause the Company has conducted 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 (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) make or allow the Company to become liable for any wage or salary increase, bonus, profit-sharing or incentive payment to any of its business only officers, directors, employees or shareholders or otherwise establish, sponsor or amend any Company Benefit Plan except as required by law or pursuant to any agreement or Company Benefit Plan 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 practicepractice or in connection with normal repairs, renewals and there has not occurred: replacements, (ag) modify, amend or cancel any change, event, development or condition (whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect on of the Company; (b) 's existing leases or enter into any acquisitioncommitments, sale contracts, agreements, leases, warranties, guarantees or transfer of any material asset of the Company understandings other than in the ordinary course of business and consistent with past practice; 9 Last three full fiscal years prior , (h) fail to signing operate the Business in the customary manner and in the ordinary and regular course of agreement business consistent with past practice and to be inserted. 10 Date of latest available monthly financial statements to be inserted. maintain in good condition the Company's business premises, plant, fixtures, furniture and equipment, reasonable wear and tear excepted, (ci) except as required by GAAP, cancel or compromise any material change in accounting methods debt or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its assets; (d) any declaration, setting aside, or payment of a dividend or other distribution with respect claim related to the shares of capital stock of the Company or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock; (e) any Listed Contract entered into by the Company's assets, other than in the ordinary course of businessbusiness consistent with past practice, (j) waive or release any amendment or termination of, or material default under, any Listed Contract, or rights of value relating to the waiver, release or assignment of any material rights under any Listed Contract; (f) any incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money; (g) any creation or assumption by the Company of any mortgage, lien, pledge, charge, security interest or similar encumbrance of any kind or character on any material assetCompany's assets, other than Permitted Encumbrances; in the ordinary course of business consistent with past practice, (hk) transfer or grant any condemnationrights in, seizureunder or with respect to Intellectual Property Rights other than in the ordinary course of business consistent with past practice, damage(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 officers or employees, destruction (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 (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) materially and adversely affecting which affects its ability to conduct its business or affects the value of its assets as carried on its books, (o) suffer any adverse change in its financial condition or results of operations or in its assets, properties (p) take any other action which might adversely affect the interests of Parent and Acquisition Subsidiary hereunder or business diminish the value of the Company and no such loss is threatened in writing; as a going concern, (iq) alter the manner of keeping the Company's books, accounts or records or the accounting practices therein reflected, including any capital expenditure, or commitment for a capital expenditure, for additions or improvements to property, plant and equipment in excess of $25,000 individually or $50,000 change in the aggregate; costing standards reflected in the Unaudited Statements, (jr) except for capital expenditures and commitments referred to in paragraph (i) aboveenter into any contract, any (i) acquisitionagreement, lease, license lease or other purchase of, arrangement or (ii) disposition, assignment, transfer, license or other sale of, any material tangible assets or material property or material Intellectual Property in one or more transactions, transaction with the Company or any commitment of the 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 respect thereof; (k) a cancellation or compromise of any material debt or claim; (l) any settlement or compromise of any pending or threatened Action; (m) any material delay or postponement by manner that is not consistent with the Company in the payment of accounts payable and other liabilities outside the Company's ordinary course of business; or business or (nu) enter into any negotiation contract, agreement or agreement by the Company commitment with respect to do or propose or authorize, any of the things actions described in the preceding foregoing clauses (a) through (m) (other than negotiations with the Parent and its representatives regarding the transactions contemplated by this Agreementt).

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 set forth 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 Section 3.8 the aggregate, have a Material Adverse Effect, Parent shall not, without the consent of the Company Disclosure Schedule(a) take any action to further amend the Parent's Articles of Incorporation or amend the Parent's By-Laws, since (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 Balance Sheet Date Parent's authorized but unissued capital stock, redeem any issued and outstanding capital stock of the Company has conducted its Parent or issue any Capital Stock or any option to acquire capital stock of the Parent or any securities convertible into or exchangeable for capital stock of the Parent 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 stock split with respect to the Parent's capital stock, (d) merge or consolidate the Parent with or into any corporation, partnership, limited liability company or other business only in the ordinary course organization, (e) other than changes consistent with past practice, and there has not occurred: (a) make or allow the Parent to become liable for any changewage or salary increase, eventbonus, development profit-sharing or condition (whether incentive payment to any of its officers, directors, employees or not covered by insurance) that has resulted inshareholders or otherwise establish, sponsor or amend any Parent Benefit Plan except for salary or wage increases or bonuses consistent with past practice on an historical basis, or could reasonably be expected as required by law or pursuant to result inany agreement or Parent Benefit Plan, a Material Adverse Effect on the Company; (bf) sell or otherwise dispose of or encumber any acquisition, sale or transfer of any material asset of the Company Parent'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 Parent'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 and consistent with past practice; 9 Last three full fiscal years prior , (h) fail to signing operate its business in the customary manner and in the ordinary and regular course of agreement business consistent with past practice and to be inserted. 10 Date of latest available monthly financial statements maintain in good condition its business premises, plant, fixtures, furniture and equipment, reasonable wear and tear excepted, (i) cancel or compromise any debt or claim related to be inserted. (c) except as required by GAAP, any material change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Parent's or any revaluation by the Company of any of its Parent Subsidiary's assets; (d) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of capital stock of the Company or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock; (e) any Listed Contract entered into by the Company, other than in the ordinary course of businessbusiness consistent with past practice, (j) waive or release any amendment or termination of, or material default under, any Listed Contract, or rights of value relating to the waiver, release or assignment of any material rights under any Listed Contract; (f) any incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money; (g) any creation or assumption by the Company of any mortgage, lien, pledge, charge, security interest or similar encumbrance of any kind or character on any material assetParent's assets, other than Permitted Encumbrances; in the ordinary course of business consistent with past practice, (hk) transfer or grant any condemnationrights in, seizureunder or with respect to Intellectual Property Rights other than in the ordinary course of business consistent with past practice, damage(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 Parent's or a Parent Subsidiary's officers or employees, destruction (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) materially and adversely affecting 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, properties (p) take any other action which might adversely affect the interests of Company or business Shareholders hereunder or diminish the value of the Company and no such loss Parent as a going concern, (q) alter the manner of keeping the Parent's books, accounts or records or the accounting practices therein reflected, (r) modify any refund, rebate, discount or return policies or practices in a manner that is threatened in writing; (i) any capital expenditure, not consistent with the Parent's or commitment for a capital expenditure, for additions or improvements to property, plant and equipment in excess of $25,000 individually or $50,000 in the aggregate; (j) except for capital expenditures and commitments referred to in paragraph (i) above, any (i) acquisition, lease, license or other purchase of, or (ii) disposition, assignment, transfer, license or other sale of, any material tangible assets or material property or material Intellectual Property in one or more transactions, or any commitment in respect thereof; (k) a cancellation or compromise of any material debt or claim; (l) any settlement or compromise of any pending or threatened Action; (m) any material delay or postponement by the Company in the payment of accounts payable and other liabilities outside the Parent Subsidiary's ordinary course of business; or business or (ns) enter into any negotiation contract, agreement or agreement by the Company commitment with respect to do or propose or authorize, any of the things actions described in the preceding foregoing clauses (a) through (mr). The foregoing shall not prohibit any of the following: (a) (other than negotiations with 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 its representatives regarding increase the transactions contemplated by this Agreement)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 From the date hereof until the Closing, except with the prior written consent of Parent or except as set forth in on Section 3.8 5.03 of the Company Disclosure Schedule, since the Balance Sheet Date the Company has conducted its business only in the ordinary course consistent with past practiceshall not, and there has not occurredshall cause its Subsidiaries to: (a) take any change, event, development action to amend its articles of incorporation or condition (whether bylaws or not covered by insurance) that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect on the Companyother governing instruments; (b) any acquisitionissue, sale sell or transfer otherwise dispose of any material asset of the Company its authorized but unissued capital stock other than in connection with the ordinary course exercise of business and consistent with past practice; 9 Last three full fiscal years prior a Company Stock Option, or issue any option to signing acquire its capital stock, or any securities convertible into or exchangeable for its capital stock or split, combine or reclassify any shares of agreement to be inserted. 10 Date of latest available monthly financial statements to be inserted.its capital stock, or create any phantom stock, stock appreciation rights plan or similar plan; (c) except as required by GAAP, declare or pay any material change dividend or make any other distribution in accounting methods cash or practices (including property on any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its assetscapital stock; (d) merge or consolidate with or into any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of capital stock of the Company or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stockPerson; (e) sell or otherwise dispose of or encumber any Listed Contract entered into by the Company, of its properties or assets other than sales or dispositions of inventory in the ordinary course Ordinary Course of businessBusiness or in connection with normal repairs, or any amendment or termination of, or material default under, any Listed Contract, or the waiver, release or assignment of any material rights under any Listed Contractrenewals and replacements; (f) create any incurrencesubsidiary, assumption acquire any capital stock or guarantee by the Company other equity securities of any indebtedness for borrowed moneythird party or acquire any equity or ownership interest in any business or entity; (g) (i) create, incur or assume any creation Indebtedness for borrowed money or assumption secured by real or personal property, except for trade payables incurred in the Ordinary Course of Business or borrowings made in the Ordinary Course of Business under the Company of LOC, (ii) grant or incur any mortgage, lien, pledge, charge, security interest or similar encumbrance of any kind or character Liens on any material assetreal or personal property that did not exist on the date hereof except in the Ordinary Course of Business, other than Permitted Encumbrances; (hiii) incur any condemnationliability or obligation (absolute, seizure, damage, destruction accrued or other casualty loss (whether or contingent) not covered by insuranceclause (i) materially except in the Ordinary Course of Business, (iv) write-off any guaranteed checks, notes or accounts receivable except in the Ordinary Course of Business, (v) write-down the value of any asset or investment on its books or records, except for depreciation and adversely affecting amortization in the assetsOrdinary Course of Business, properties (vi) make any commitments for any capital expenditures in excess of $250,000 in the aggregate, or business (vii) enter into any contract or agreement, except those that are (x) entered into in the Ordinary Course of Business and involve an expenditure of less than $250,000 for any such contract or agreement (exclusive of any indemnification obligations under such contract or agreement for which no claims have been asserted as of the Company and no such loss is threatened in writingdate thereof), or (y) cancelable without premium or penalty on not more than thirty (30) days' notice; (i) increase in any capital expendituremanner the compensation of (including bonuses), or commitment for a capital expenditurefringe benefits of, for additions or improvements enter into any new, or (except in accordance with Section 2.01(c)(iii)) modify any existing, change-in-control, equity, retention, bonus, severance or incentive agreement or arrangement with, any of its current or former officers, directors, management-level employees or independent contractors, or (ii) hire or fire any (x) officers or (y) employees to property, plant which annual compensation and equipment in excess of benefits that would be provided would exceed $25,000 individually or $50,000 100,000 in the aggregate; (i) enter into any contract, arrangement, commitment or understanding with or to a labor union or guild (including any collective bargaining agreement); (j) except for capital expenditures and commitments referred to in paragraph (i) aboveestablish, adopt, enter into, amend, or terminate any (i) acquisitionCompany Benefit Plan or any plan, leasearrangement, license program, policy, trust, fund or other purchase ofarrangement that would constitute a Company Benefit Plan if it were in existence as of the date of this Agreement, except as required by Law or increase the benefits provided under any Company Benefit Plan (including, without limitation, granting any equity-based compensation), or (ii) disposition, assignment, transfer, license promise or other sale of, commit to undertake any material tangible assets or material property or material Intellectual Property of the foregoing in one or more transactions, or any commitment in respect thereofthe future; (k) fail to perform its material obligations under, or default or suffer to exist any event or condition which with notice or lapse of time or both would constitute a cancellation material default under, any Company Contract, Company Lease or compromise License Agreement (except those being contested in good faith) or enter into, assume or amend any contract or commitment that is or would be a Company Contract, Company Lease or License Agreement if existing on the date hereof, except in the Ordinary Course of any material debt Business or claimas permitted under Section 5.03 of the Company Disclosure Schedule; (l) any settlement or compromise fail to maintain in full force and effect policies of any pending or threatened Actioninsurance comparable in amount and scope to those it currently maintains; (m) make any material delay Tax election, change any Tax election, settle or postponement by compromise any Tax claim or assessment, change an annual Tax accounting period, adopt or change any Tax accounting method, file any amended Tax Return, waive or extend the limitation period applicable to any Tax Liability or assessment (other than pursuant to extensions or time to file Tax returns obtained in the Ordinary Course of Business), request or enter into any Tax ruling with any Governmental Entity, enter into any closing agreement or surrender any right to claim a refund of a amount of Taxes; (n) enter into any agreement, arrangement, commitment or understanding regarding the settlement of any Action listed on Section 3.08 of the Company in Disclosure Schedule which requires any payment, expense, or obligation of the payment of accounts payable and other liabilities outside Company after the ordinary course of businessEffective Date; or (no) enter into any negotiation contract, agreement or agreement by the Company to do commitment with respect to, or propose or authorize, any of the things actions described in the preceding foregoing clauses (a) through (m) (other than negotiations with the Parent and its representatives regarding the transactions contemplated by this Agreementn).