Common use of Certain Changes Clause in Contracts

Certain Changes. Target will not, except as contemplated in the Target Disclosure Schedule: (a) Borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or indirectly or by way of guarantee or otherwise, any obligation or liability; (b) Pay, discharge or satisfy any claim, liability or obligation other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Target Balance Sheet or incurred in the ordinary course of business and consistent with past practice since the date of the Target Balance Sheet; (c) Permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind, except for those of a kind permitted under Section 2.09 hereof; (d) Write down the value of any inventory or write off as uncollectible any notes or accounts receivable; (e) Cancel any debts or waive any claims or rights of substantial value or sell, transfer, or otherwise dispose of any of its properties or assets (real, personal or mixed, tangible or intangible); (f) License or dispose of, or permit to lapse any rights to the use of any patent, trademark, trade name, technology, process, copyright or other intangible asset of material value, or dispose of or disclose to any person any trade secret, formula, process or know-how of material value not theretofore a matter of public knowledge; (g) Grant any general increase in the compensation of its officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or any increase in the compensation payable or to become payable to any officer or employee; (h) Make any capital expenditure or commitment therefore in excess of $300,000.00 individually or in excess of $500,000.00 in the aggregate for additions to property, plant or equipment; (i) Pay, loan or advance any amount to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any agreement or arrangement with, any of its officers or directors or any affiliate or associate of any of its officers or directors except for directors' fees and compensation to officers at rates not exceeding the rates of compensation set forth in the Target Disclosure Schedule; (j) Enter into any other merger transaction; or (k) Agree, whether in writing or otherwise, to do any of the foregoing.

Certain Changes. Target will The Seller shall not, except as contemplated in without the Target Disclosure Scheduleprior written consent of Purchaser: (a) Borrow Except in the ordinary course of business, borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or indirectly or by way of guarantee or otherwise, any obligation or liabilityliability (absolute or contingent); (b) Pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Target Balance Sheet or thereafter incurred in the ordinary course of business and consistent accordance with past practice since the date of the Target Balance Sheetthis Agreement; (c) Prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; (d) Permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind, except for those of a kind permitted under Section 2.09 hereof; (d) Write down the value of any inventory or write off as uncollectible any notes or accounts receivable; (e) Cancel any debts or waive any claims or rights of substantial value or sell, transfer, or otherwise dispose of any of its properties or assets (real, personal or mixed, tangible or intangible)assets; (f) License Grant any increase in the compensation of officers or dispose ofemployees, institute or amend any sales compensation plan, severance plan or other arrangement for its officers or employees, or permit to lapse enter into any rights to the use of any patent, trademark, trade name, technology, process, copyright plan or other intangible asset of material value, or dispose of or disclose to any person any trade secret, formula, process or know-how of material value not theretofore a matter of public knowledgeagreement with respect thereto; (g) Grant Make any general increase in the compensation capital expenditures or commitments for additions to or replacement of its officers property, plant, equipment or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or any increase in the compensation payable or to become payable to any officer or employeeintangible capital assets; (h) Make any capital expenditure or commitment therefore in excess of $300,000.00 individually or in excess of $500,000.00 in the aggregate for additions to property, plant or equipment; (i) Pay, loan or advance any amount to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any agreement or arrangement arrange with, any of its employees, officers or directors or any affiliate or associate of any of its officers or directors thereof, except for directors' directors fees and compensation to employees, officers or directors at rates not exceeding the rates of compensation set forth currently in effect; (i) Issue, or grant any options with respect to the Target Disclosure Scheduleissuance of, any shares of its capital stock, or purchase shares of capital stock or make any equity investment in, or agree to purchase or make any equity investment in, any other entity, corporate or otherwise; (j) Enter into Declare, set aside or pay any dividend on, or other merger transactiondistribution of any assets of any kind whatsoever with respect to, any shares of the capital stock of the Company, or redeem, purchase or otherwise acquire, directly or indirectly, any shares of the capital stock of the Company; (k) Amend the Seller's Certificate of Incorporation or By-Laws; or (kl) Agree, whether in writing or otherwise, to do any of the foregoing.

Certain Changes. Target will not, except as contemplated in the Target Disclosure Schedule: (a) Borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or indirectly or by way of guarantee or otherwise, any obligation or liability; (b) Pay, discharge or satisfy any claim, liability or obligation other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Target Balance Sheet or incurred in the ordinary course of business and consistent with past practice since the date of the Target Balance Sheet; (c) Permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind, except for those of a kind permitted under Section 2.09 hereof; (d) Write down the value of any inventory or write off as uncollectible any notes or accounts receivable; (e) Cancel any debts or waive any claims or rights of substantial value or sell, transfer, or otherwise dispose of any of its properties or assets (real, personal or mixed, tangible or intangible); (f) License or dispose of, or permit to lapse any rights to the use of any patent, trademark, trade name, technology, process, copyright or other intangible asset of material value, or dispose of or disclose to any person any trade secret, formula, process or know-how of material value not theretofore a matter of public knowledge; (g) Grant any general increase in the compensation of its officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or any increase in the compensation payable or to become payable to any officer or employee; (h) Make any capital expenditure or commitment therefore therefor in excess of $300,000.00 individually or in excess of $500,000.00 in the aggregate for additions to property, plant or equipment; (i) Pay, loan or advance any amount to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any agreement or arrangement with, any of its officers or directors or any affiliate or associate of any of its officers or directors except for directors' fees and compensation to officers at rates not exceeding the rates of compensation set forth in the Target Disclosure Schedule; (j) Enter into any other merger transaction; or (k) Agree, whether in writing or otherwise, to do any of the foregoing.

Certain Changes. Target will notExcept as permitted by this Agreement, except as contemplated in without the Target Disclosure Scheduleprior written consent of Maverick, the Members agree to not cause Hurricane to: (a) Borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or indirectly or by way of guarantee or otherwise, any material obligation or liabilityliability (absolute or contingent); (b) Pay, discharge or satisfy any material claim, liability or obligation (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Target Balance Sheet or thereafter incurred in the ordinary course of business and consistent accordance with past practice since the date of the Target Balance Sheetthis Agreement; (c) Prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; (d) Permit or allow any of its material property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind, except for those of a kind permitted under Section 2.09 hereof; (d) Write down the value of any inventory or write off as uncollectible any notes or accounts receivable; (e) Cancel any material debts or waive any claims or rights of substantial value or sell, transfer, or otherwise dispose of any of its properties or assets (real, personal or mixed, tangible or intangible)assets; (f) License Grant any material increase in the compensation of officers or dispose ofemployees, institute or amend any sales compensation plan, severance plan or other arrangement for its officers or employees, or permit to lapse enter into any rights to the use of any patent, trademark, trade name, technology, process, copyright plan or other intangible asset of material value, or dispose of or disclose to any person any trade secret, formula, process or know-how of material value not theretofore a matter of public knowledgeagreement with respect thereto; (g) Grant Make any general increase in the compensation capital expenditures or commitments for additions to or replacement of its officers property, plant, equipment or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or any increase in the compensation payable or to become payable to any officer or employeeintangible capital assets; (h) Make any capital expenditure or commitment therefore in excess of $300,000.00 individually or in excess of $500,000.00 in the aggregate for additions to property, plant or equipment; (i) Pay, loan or advance any material amount to, or sell, transfer or lease any material properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any agreement or arrangement arrange with, any of its employees, officers or directors or any affiliate or associate of any of its officers or directors thereof, except for directors' directors fees and compensation to employees, officers or directors at rates not exceeding rates consistent with prior years; (i) Issue, or grant any options with respect to the rates issuance of, any shares of compensation set forth in the Target Disclosure Scheduleits capital stock, or purchase shares of capital stock or make any equity investment in, or agree to purchase or make any equity investment in, any other entity, corporate or otherwise; (j) Enter into Declare, set aside or pay any dividend or other merger transactiondistribution of any assets of any kind whatsoever with respect to any shares of the capital stock of Hurricane, or redeem, purchase or otherwise acquire, directly or indirectly, any shares of the capital stock of Hurricane; or (k) Agree, whether in writing or otherwise, to do any of the foregoing.

Certain Changes. Target The Company and the Shareholders agree that the --------------- Company will not, except as contemplated in the Target Disclosure Schedule: (a) Borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or indirectly or by way of guarantee or otherwise, any obligation or liabilityliability (absolute or contingent), except obligations and liabilities incurred in the ordinary course of business and consistent with past practice; (b) Pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Target Balance Sheet or specifically set forth in Section 8.08 or incurred in the ordinary course of business and consistent with past practice since the date of the Target Balance Sheet; (c) Prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; (d) Permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, lien or encumbrance, restriction or charge of any kind, except for those of a kind permitted under Section 2.09 hereof; (de) Write down the value of any inventory or write off as uncollectible any notes or accounts receivablereceivable except for immaterial write-downs and write-offs in the ordinary course of business and consistent with past practice; (ef) Cancel any debts or waive any claims or rights of substantial value or sell, transfer, or otherwise dispose of any of its properties or assets (realassets, personal or mixed, tangible or intangible)except in the ordinary course of business and consistent with past practice; (fg) License or dispose of, Dispose of or permit to lapse any rights to the use of any patent, trademark, trade name, technology, process, copyright name or other intangible asset of material valuecopyright, or dispose of or disclose to any person any trade secret, formula, process or know-how of material value not theretofore a matter of public knowledge; (gh) Grant any general increase in the compensation of its officers or employees (including any such increase pursuant to any bonus, pension, profit-profit sharing or other plan or commitment) or any increase in the compensation payable or to become payable to any officer or employee; (hi) Make any single capital expenditure or commitment therefore in excess of $300,000.00 individually 10,000 for additions to property, plant or equipment or make aggregate capital expenditures and commitments in excess of $500,000.00 in the aggregate 10,000 (on a consolidated basis) for additions to property, plant or equipment; (ij) Pay, loan or advance any amount to, or sell, sell transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any agreement or arrangement with, any of its officers or directors or any affiliate or associate Associate of any of its officers or directors directors, except for directors' fees and compensation to officers at rates not exceeding the rates of compensation set forth paid during the fiscal year ended; (k) Change any of the banking or safe deposit arrangements described in Section 3.14 of the Target Disclosure Schedule; (j1) Enter into Grant or extend any power of attorney or act as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any person, corporation, partnership, joint venture, association, organization or other merger transactionentity; or (k) Agree, whether in writing or otherwise, to do any of the foregoing.

Certain Changes. Target will not, except as contemplated in Neither the Target Disclosure ScheduleCompany nor the Company Subsidiary shall: (a) Borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or indirectly or by way of guarantee or otherwise, any obligation or liabilityliability (absolute or contingent), except current obligations and liabilities incurred in the Ordinary Course of Business and consistent with past practice; (b) Pay, discharge or satisfy any claim, liability or obligation other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Target Balance Sheet or incurred in the ordinary course of business and consistent with past practice since the date of the Target Balance Sheet; (c) Permit or allow any of its their property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, lien or encumbrance, restriction or charge of any kind, except for those of a kind permitted under Section 2.09 3.7 hereof; (dc) Write down the value Dispose of any inventory or write off as uncollectible any notes or accounts receivable; (e) Cancel any debts or waive any claims or rights of substantial value or sell, transfer, or otherwise dispose of any of its properties or assets (real, personal or mixed, tangible or intangible); (f) License or dispose of, or permit to lapse any rights, contract, licenses, permits or any other rights for or to the use of any patent, trademark, trade name, technology, process, copyright or other intangible asset of material value, Intellectual Property or dispose of or disclose to any person Person, other than an employee in the Ordinary Course of Business and consistent with past practices, any trade secret, formula, process or know-how of material value not theretofore a matter of public knowledgeKnowledge; (gd) Grant Take any general action with respect to the grant of any increase in the compensation of its officers officers, directors or employees employees, grant any bonus, severance or termination pay (including any such increase benefits pursuant to any bonus, pension, profit-sharing profit sharing, stock option or other plan Plan or commitment) or any increase in the compensation or fringe benefits payable or to become payable to any officer or employeeemployee to, or implement or otherwise modify or amend any employee retirement or benefit Plan or program, collective bargaining agreement, employment policy or practice except as permitted by this Agreement; (he) Amend its articles of incorporation or bylaws or make any distributions on or with respect to its capital stock, except that Seller shall cause the Company to amend its articles of incorporation as set forth in the Certificate of Amendment attached as Exhibit 8.3 prior to Closing; (f) Cancel or waive any claims or rights of value to the Company or the Company Subsidiary; (g) Make any in the aggregate capital expenditure or commitment therefore expenditures and commitments in excess of $300,000.00 individually or in excess of $500,000.00 in the aggregate 50,000 for additions to property, plant or equipmentequipment without the prior written approval of Buyer; (h) Fail to maintain Assets in substantially their state of repair as of the date of this Agreement except normal wear and tear or fail to replace consistent with past practice and in accordance with the terms of this Agreement inoperable, worn-out or destroyed assets; or (i) PayCommit to or commence any public relations, loan advertising or advance any amount to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any agreement or arrangement with, any of its officers or directors or any affiliate or associate of any of its officers or directors except for directors' fees and compensation to officers at rates not exceeding the rates of compensation set forth in the Target Disclosure Schedule; (j) Enter into any other merger transaction; or (k) Agree, whether in writing or otherwise, to do any of the foregoingbrand marketing program.

Certain Changes. Target The Company will not, except as contemplated in the Target Disclosure Schedule:: --------------- (a) Borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or indirectly or by way of guarantee or otherwise, any obligation or liabilityliability (absolute or contingent), except obligations and liabilities incurred in the ordinary course of business and consistent with past practice; (b) Pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Target Balance Sheet or incurred in the ordinary course of business and consistent with past practice since the date of the Target Balance Sheet; (c) Prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; (d) Permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, lien or encumbrance, restriction or charge of any kind, except for those of a kind permitted under Section 2.09 3.11 hereof; (de) Write down the value of any inventory or write off as uncollectible any notes or accounts receivable; (ef) Cancel any debts or waive any claims or rights of substantial value or sell, transfer, or otherwise dispose of any of its properties or assets (realassets, personal or mixed, tangible or intangible)except in the ordinary course of business and consistent with past practice; (fg) License or dispose of, Dispose of or permit to lapse any rights to the use of any patent, trademark, trade name, technology, process, copyright name or other intangible asset of material valuecopyright, or dispose of or disclose to any person any trade secret, formula, process or know-how of material value not theretofore a matter of public knowledge; (gh) Grant any general increase in the compensation of its officers or employees (including any such increase pursuant to any bonus, pension, profit-profit sharing or other plan or commitment) or any increase in the compensation payable or to become payable to any officer or employee; (hi) Make any single capital expenditure or commitment therefore in excess of $300,000.00 individually 10,000 for additions to property, plant or equipment or make aggregate capital expenditures and commitments in excess of $500,000.00 in the aggregate 10,000 (on a consolidated basis) for additions to property, plant or equipment; (ij) Pay, loan or advance any amount to, or sell, sell transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any agreement or arrangement with, any of its officers or directors or any affiliate or associate of any of its officers or directors directors, except for directors' fees and compensation to officers at rates not exceeding the rates of compensation set forth paid during the fiscal year ended December 31, 1998; (k) Change any of the banking or safe deposit arrangements described in Section 3.14 of the Target Disclosure Schedule; (j1) Enter into Grant or extend any power of attorney or act as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any person, corporation, partnership, joint venture, association, organization or other merger transactionentity; or (k) Agree, whether in writing or otherwise, to do any of the foregoing.

Certain Changes. Target The Company will not, except as contemplated in the Target Disclosure Schedule:: --------------- (a) Borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or indirectly or by way of guarantee or otherwise, any obligation or liabilityliability (absolute or contingent), except obligations and liabilities incurred in the ordinary course of business and consistent with past practice; (b) Pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Target Balance Sheet or incurred in the ordinary course of business and consistent with past practice since the date of the Target Balance Sheet; (c) Prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; (d) Permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, lien or encumbrance, restriction or charge of any kind, except for those of a kind permitted under Section 2.09 3.11 hereof; (de) Write down the value of any inventory or write off as uncollectible any notes or accounts receivable; (ef) Cancel any debts or waive any claims or rights of substantial value or sell, transfer, or otherwise dispose of any of its properties or assets (realassets, personal or mixed, tangible or intangible)except in the ordinary course of business and consistent with past practice; (fg) License or dispose of, Dispose of or permit to lapse any rights to the use of any patent, trademark, trade name, technology, process, copyright name or other intangible asset of material valuecopyright, or dispose of or disclose to any person any trade secret, formula, process or know-how of material value not theretofore a matter of public knowledge; (gh) Grant any general increase in the compensation of its officers or employees (including any such increase pursuant to any bonus, pension, profit-profit sharing or other plan or commitment) or any increase in the compensation payable or to become payable to any officer or employee; (hi) Make any single capital expenditure or commitment therefore in excess of $300,000.00 individually 10,000 for additions to property, plant or equipment or make aggregate capital expenditures and commitments in excess of $500,000.00 in the aggregate 10,000 (on a consolidated basis) for additions to property, plant or equipment; (ij) Pay, loan or advance any amount to, or sell, sell transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any agreement or arrangement with, any of its officers or directors or any affiliate or associate of any of its officers or directors directors, except for directors' fees and compensation to officers at rates not exceeding the rates of compensation set forth paid during the fiscal year ended August 31, 1998; (k) Change any of the banking or safe deposit arrangements described in Section 3.15 of the Target Disclosure Schedule; (jl) Enter into Grant or extend any power of attorney or act as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any person, corporation, partnership, joint venture, association, organization or other merger transactionentity; or (km) Agree, whether in writing or otherwise, to do any of the foregoing.

Certain Changes. Target Except as permitted by this Agreement, without the prior written consent of Purchaser, the Shareholder will not, except as contemplated in not permit the Target Disclosure ScheduleCompany to: (a) Borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or indirectly or by way of guarantee or otherwise, any material obligation or liabilityliability (absolute or contingent); (b) Pay, discharge or satisfy any material claim, liability or obligation (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Target Balance Sheet or thereafter incurred in the ordinary course of business and consistent accordance with past practice since the date of the Target Balance Sheetthis Agreement; (c) Prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; (d) Permit or allow any of its material property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind, except for those of a kind permitted under Section 2.09 hereof; (d) Write down the value of any inventory or write off as uncollectible any notes or accounts receivable; (e) Cancel any material debts or waive any claims or rights of substantial value or sell, transfer, or otherwise dispose of any of its properties or assets (real, personal or mixed, tangible or intangible)assets; (f) License Grant any material increase in the compensation of officers or dispose ofemployees, institute or amend any sales compensation plan, severance plan or other arrangement for its officers or employees, or permit to lapse enter into any rights to the use of any patent, trademark, trade name, technology, process, copyright plan or other intangible asset of material value, or dispose of or disclose to any person any trade secret, formula, process or know-how of material value not theretofore a matter of public knowledgeagreement with respect thereto; (g) Grant Make any general increase in the compensation capital expenditures or commitments for additions to or replacement of its officers property, plant, equipment or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or any increase in the compensation payable or to become payable to any officer or employeeintangible capital assets; (h) Make any capital expenditure or commitment therefore in excess of $300,000.00 individually or in excess of $500,000.00 in the aggregate for additions to property, plant or equipment; (i) Pay, loan or advance any material amount to, or sell, transfer or lease any material properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any agreement or arrangement arrange with, any of its employees, officers or directors or any affiliate or associate of any of its officers or directors thereof, except for directors' directors fees and compensation to employees, officers or directors at rates not exceeding the rates of compensation set forth in Schedule 4.13(a); (i) Adopt or amend any employee benefit plan, program, policy or arrangement (including without limitation any amendment which accelerates vesting under any such employee benefit plan, program, policy or arrangement), or enter into any employment contract, extend any employment offer, pay or agree to pay any special bonus or special remuneration to any director, employee, or consultant, or increase the Target Disclosure Schedulesalaries or wage rates of its employees; (j) Enter into Issue, or grant any options with respect to the issuance of, any shares of its capital stock, or purchase shares of capital stock or make any equity investment in, or agree to purchase or make any equity investment in, any other merger transactionentity, corporate or otherwise; (k) Fail to pay or otherwise satisfy its monetary obligations as they become due, except such as are being contested in good faith; (l) Declare, set aside or pay any dividend or other distribution of any assets of any kind whatsoever with respect to any shares of the capital stock of the Company, or redeem, purchase or otherwise acquire, directly or indirectly, any shares of the capital stock of the Company; or (km) Agree, whether in writing or otherwise, to do any of the foregoing.

Certain Changes. Target Seller will not, except as contemplated in the Target Disclosure Schedule: (a) Borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or indirectly or by way of guarantee or otherwise, any obligation or liabilityliability (absolute or contingent), except obligations and liabilities incurred in the ordinary course of business and consistent with past practice; (b) Pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities liability or obligations reflected or reserved against in the Target Preliminary Balance Sheet or incurred in the ordinary course of business and consistent with past practice since the date of the Target Balance Sheetpractice; (c) Permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind, except for those of a kind permitted under Section 2.09 hereofLien; (d) Write down the value Terminate any contracts or agreements, or otherwise dispose of any inventory of its properties or write off as uncollectible any notes or accounts receivableassets, except in the ordinary course of business and consistent with past practice; (e) Cancel Dispose of or permit to lapse any debts rights to the use of any Intellectual Property; (f) Grant my bonus to any officer or waive employee or any claims increase in the compensation of any officer or rights employee (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or any increase in the compensation payable or to become payable to any offer of substantial value employee other than annual increases in accordance with past practices; (g) Make any single capital expenditure or sellcommitment in excess of $50,000 for additions to property, plant or equipment or make aggregate capital expenditures and commitments in excess of $150,000; (h) Sell, transfer, or otherwise dispose of any of its properties or assets (real, personal or mixed, tangible or intangible); , except (fi) License or dispose ofin the ordinary course of business and consistent with past practice, (ii) for the Headquarters Sale Leaseback, or permit to lapse (iii) any rights to the use of any patent, trademark, trade name, technology, process, copyright Excess or other intangible asset of material value, or dispose of or disclose to any person any trade secret, formula, process or know-how of material value not theretofore a matter of public knowledge; (g) Grant any general increase in the compensation of its officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or any increase in the compensation payable or to become payable to any officer or employee; (h) Make any capital expenditure or commitment therefore in excess of $300,000.00 individually or in excess of $500,000.00 in the aggregate for additions to property, plant or equipment;Obsolete Inventory. (i) PayGrant or extend any power of attorney or act, loan as guarantor, surety, co-signer, endorser, co-maker, indemnitor or advance any amount to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any agreement or arrangement with, any otherwise in respect of its officers or directors or any affiliate or associate the obligation of any of its officers person, corporation, partnership, joint venture, association, organization or directors except for directors' fees and compensation to officers at rates not exceeding the rates of compensation set forth in the Target Disclosure Schedule; (j) Enter into any other merger transactionentity; or (kj) Agree, whether in writing or otherwise, to do any of the foregoing.