Common use of Conduct of Seller to Date Clause in Contracts

Conduct of Seller to Date. From and after January 1, 1996 through the date of this Agreement, except as set forth on Schedule 2.18 or in Seller Financial Statements or Seller Reports: (i) Seller and the Seller Subsidiaries have conducted their respective businesses in all material respects in the ordinary and usual course consistent with past prac- tices; (ii) neither Seller nor any Seller Subsidiary has in- curred any material obligation or liability (absolute or con- tingent), except normal trade or business obligations or li- abilities incurred in the ordinary course of business, or sub- jected to Lien any of its assets or properties other than in the ordinary course of business consistent with past practice; (iii) neither Seller nor any Seller Subsidiary has discharged or satisfied any material Lien or paid any material obligation or liability (absolute or contingent), other than in the ordi- nary course of business; (iv) neither Seller nor any Seller Subsidiary has sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its material properties or as- sets other than for a fair consideration in the ordinary course of business; (v) except as required by contract or law, neither Seller nor any Seller Subsidiary has (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except merit, promotion or annual increases and bonuses in accordance with existing policy, (B) entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, severance, or other similar contract, (C) entered into, terminated, or substantially modified any of the Seller Employee Plans or (D) agreed to do any of the foregoing; (vi) neither Seller nor any Seller Subsidiary has suffered any material damage, destruction, or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, requisition, or taking of property by any Regulatory Authority, flood, windstorm, embargo, riot, act of God or the enemy, or other casualty or event, and whether or not covered by insurance; and

Conduct of Seller to Date. From and after January 1------------------------- December 31, 1996 through the date of this Agreement, except as set forth on Schedule 2.18 or in the Seller Financial Statements or Seller ReportsStatements: (i) Seller and the Seller Subsidiaries have has conducted their respective businesses in all material respects its business in the ordinary and usual course consistent with past prac- ticespractices; (ii) neither Seller nor has not issued, sold, granted, conferred or awarded any of its Equity Securities, or any corporate debt securities which would be classified under GAAP as long-term debt on the balance sheets of Seller; (iii) Seller Subsidiary has in- curred not effected any material stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) Seller has not declared, set aside or paid any dividend (other than its regular quarterly dividends) or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased or exchanged, or otherwise acquired or disposed of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise; (v) Seller has not incurred any obligation or liability (absolute or con- tingentcontingent), except normal trade or business obligations or li- abilities liabilities incurred in the ordinary course of business, or sub- jected subjected to Lien any of its assets or properties other than in the ordinary course of business consistent with past practice; (iiivi) neither Seller nor any Seller Subsidiary has not discharged or satisfied any material Lien or paid any material obligation or liability (absolute or contingent), other than in the ordi- nary ordinary course of business; (ivvii) neither Seller nor any Seller Subsidiary has not sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its material properties or as- sets assets other than for a fair consideration in the ordinary course of business; (vviii) except as required by contract or law, neither Seller nor any Seller Subsidiary has (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except merit, promotion or annual increases and bonuses in accordance with existing policy, (B) entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, severance, or other similar contract, (C) entered into, terminated, or substantially modified any of the Seller Employee Plans or (D) agreed to do any of the foregoing; (vi) neither Seller nor any Seller Subsidiary has suffered any material damage, destruction, or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, requisition, or taking of property by any Regulatory Authority, flood, windstorm, embargo, riot, act of God or the enemy, or other casualty or event, and whether or not covered by insurance; andhas

Conduct of Seller to Date. From Except as set forth ------------------------- on Schedule 2.20, from and after January 1December 31, 1996 through the date ------------- of this Agreement, and except as set forth on Schedule 2.18 or in the Seller Financial Statements or Seller Reportsspecifically contemplated by this Agreement: (i) Seller and the Seller Subsidiaries have conducted their respective businesses in all material respects in the ordinary and usual course consistent with past prac- ticespractices; (ii) neither Seller nor any of the Seller Subsidiary Subsidiaries has in- curred issued, sold, granted, conferred or awarded any material of its Equity Securities (except shares of Seller Common Stock upon exercise of Seller Employee Stock Options and awards made pursuant to the Seller's Recognition and Retention Plan), or any corporate debt securities which would be classified under generally accepted accounting principles as long-term debt on the balance sheets of Seller or the Seller Subsidiaries; (iii) Seller has not effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) Seller has not declared, set aside or paid any dividend (other than its regular quarterly dividends) or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased or exchanged, or otherwise acquired or disposed of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise; (v) neither Seller nor any of the Seller Subsidiaries has incurred any obligation or liability (absolute or con- tingentcontingent), except normal trade or business obligations or li- abilities liabilities incurred in the ordinary course of business, or sub- jected subjected to Lien any of its assets or properties other than in the ordinary course of business consistent with past practice; (iiivi) neither Seller nor any of the Seller Subsidiary Subsidiaries has discharged or satisfied any material Lien or paid any material obligation or liability (absolute or contingent), other than in the ordi- nary ordinary course of business; (ivvii) neither Seller nor any of the Seller Subsidiary Subsidiaries has sold, assigned, transferred, leased, exchanged, exchanged or otherwise disposed of any of its material properties or as- sets assets other than for (in the reasonable opinion of management of Seller) a fair consideration in the ordinary course of business; (vviii) except as required by contract or law, neither Seller nor any of the Seller Subsidiary Subsidiaries has (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, officers or other employees, except merit, promotion or annual increases and bonuses in accordance with existing policy, (B) entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, severance, severance or other similar contract, (C) entered into, terminated, terminated or substantially modified any of the Seller Employee Plans or (D) agreed to do any of the foregoing; (viix) neither Seller nor any Seller Subsidiary has suffered any material damage, destruction, or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, requisition, or taking of property by any Regulatory Authority, flood, windstorm, embargo, riot, act of God or the enemy, or other casualty or event, and whether or not covered by insurance; and,

Conduct of Seller to Date. From and after January 1June 30, 1996 ------------------------- 1995 through the date of this Agreement, except as set forth on Schedule 2.18 or in the Seller Financial Statements or Seller ReportsStatements: (i) Seller and the Seller Subsidiaries have conducted their respective businesses in all material respects in the ordinary and usual course consistent with past prac- ticespractices; (ii) neither Seller nor any of the Seller Subsidiary Subsidiaries has in- curred issued, sold, granted, conferred or awarded any material of its Equity Securities, or any corporate debt securities which would be classified under GAAP as long-term debt on the balance sheets of Seller or the Seller Subsidiaries; (iii) Seller has not effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) Seller has not declared, set aside or paid any dividend (other than its regular quarterly dividends) or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased, or exchanged, or otherwise acquired or disposed of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise; (v) neither Seller nor any of the Seller Subsidiaries has incurred any obligation or liability (absolute or con- tingentcontingent), except normal trade or business obligations or li- abilities liabilities incurred in the ordinary course of business, or sub- jected subjected to Lien any of its assets or properties other than in the ordinary course of business consistent with past practice; (iiivi) neither Seller nor any of the Seller Subsidiary Subsidiaries has discharged or satisfied any material Lien or paid any material obligation or liability (absolute or contingent), other than in the ordi- nary ordinary course of business; (ivvii) neither Seller nor any of the Seller Subsidiary Subsidiaries has sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its material properties or as- sets assets other than for a fair consideration in the ordinary course of business; (vviii) except as required by contract or law, neither Seller nor any of the Seller Subsidiary Subsidiaries has (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except merit, promotion or annual increases and bonuses in accordance with existing policy, (B) entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, severance, or other similar contract, (C) entered into, terminated, or substantially modified any of the Seller Employee Plans or (D) agreed to do any of the foregoing; (viix) neither Seller nor any Seller Subsidiary has suffered any material damage, destruction, or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, requisition, or taking of property by any Regulatory Authority, flood, windstorm, embargo, riot, act of God or the enemy, or other casualty or event, and whether or not covered by insurance; and(x) neither Seller nor any of the Seller Subsidiaries has cancelled or compromised any debt, except for debts charged off or compromised in accordance with the past practice of Seller and the Seller Subsidiaries, and (xi) neither Seller nor any of the Seller Subsidiaries has entered into any material transaction, contract or commitment outside the ordinary course of its business.

Conduct of Seller to Date. From Except as set forth in Schedule 2.20, from and after January 1September 30, 1996 1998 through the date of this Agreement, except as set forth on Schedule 2.18 or in Seller Financial Statements or Seller Reports: (i) Seller and the Seller Subsidiaries have conducted their respective businesses in all material respects in the ordinary and usual course consistent with past prac- ticespractices; (ii) neither Seller nor any of the Seller Subsidiary Subsidiaries has in- curred issued, sold, granted, conferred or awarded any material of its Equity Securities, or any corporate debt securities which would be classified under GAAP as long-term debt on the balance sheets of Seller or the Seller Subsidiaries; (iii) Seller has not effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) Seller has not declared, set aside or paid any dividend (other than its regular quarterly dividends) or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased or exchanged, or otherwise acquired or disposed of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise; (v) neither Seller nor any of the Seller Subsidiaries has incurred any obligation or liability (absolute or con- tingentcontingent), except normal trade or business obligations or li- abilities liabilities incurred in the ordinary course of businessbusiness or in connection with the transactions contemplated by this Agreement, or sub- jected subjected to Lien any of its assets or properties other than in the ordinary course of business consistent with past practice; (iiivi) neither Seller nor any of the Seller Subsidiary Subsidiaries has discharged or satisfied any material Lien or paid any material obligation or liability (absolute or contingent), other than in the ordi- nary ordinary course of business; (ivvii) neither Seller nor any of the Seller Subsidiary Subsidiaries has sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its material properties or as- sets assets other than for a fair consideration in the ordinary course of business; (vviii) except as required by contract or law, neither Seller nor any of the Seller Subsidiary Subsidiaries has (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except merit, promotion or annual increases and bonuses in accordance with existing policy, (B) entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, severance, or other similar contract, (C) entered into, terminated, or substantially modified any of the Seller Employee Plans or (D) agreed to do any of the foregoing; (viix) neither Seller nor any Seller Subsidiary has suffered any material damage, destruction, or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, requisition, or taking of property by any Regulatory Authority or Additional Regulatory Authority, flood, windstorm, embargo, riot, act of God or the enemy, or other casualty or event, and whether or not covered by insurance; and(x) neither Seller nor any of the Seller Subsidiaries has canceled or compromised any debt, except for debts charged off or compromised in accordance with the past practice of Seller and the Seller Subsidiaries; and (xi) neither Seller nor any of the Seller Subsidiaries has entered into any material transaction, contract or commitment outside the ordinary course of its business, except in connection with the transactions contemplated by this Agreement.

Conduct of Seller to Date. From and after January 1, 1996 1998 through the date of this Agreement, except as set forth on Schedule 2.18 or reflected in Seller Financial Statements or Seller ReportsStatements: (i) Seller and the Seller Subsidiaries have conducted their respective businesses in all material respects in the ordinary and usual course consistent with past prac- ticespractices; (ii) Seller has not issued, sold, granted, conferred or awarded any of its Equity Securities (except shares of Seller Common Stock upon exercise of Seller Stock Options), or any corporate debt securities which would be classified under GAAP as long-term debt on the balance sheets of Seller; (iii) Seller has not effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) Seller has not declared, set aside or paid any dividend (other than its regular quarterly or regular semi-annual common dividends) or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased, or exchanged, or otherwise acquired or disposed of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise; (v) neither Seller nor any Seller Subsidiary has in- curred incurred any material obligation or liability (absolute or con- tingentcontingent), except normal trade or business obligations or li- abilities liabilities incurred in the ordinary course of business, or sub- jected subjected to Lien any of its assets or properties other than in the ordinary course of business consistent with past practice; (iiivi) neither Seller nor any Seller Subsidiary has discharged or satisfied any material Lien or paid any material obligation or liability (absolute or contingent), other than in the ordi- nary ordinary course of business; (ivvii) neither Seller nor any Seller Subsidiary has sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its material properties or as- sets assets other than for a fair consideration in the ordinary course of business; (vviii) except as required by contract or law, neither Seller nor any Seller Subsidiary has (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except merit, merit or promotion or annual increases and bonuses in accordance with existing policy, (B) entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, severance, or other similar contract, (C) entered into, terminated, or substantially modified any of the Seller Employee Plans or (D) agreed to do any of the foregoing; (viix) neither Seller nor any Seller Subsidiary has suffered any material damage, destruction, or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, requisition, or taking of property by any Regulatory Authority, flood, windstorm, embargo, riot, act of God or the enemy, or other casualty or event, and whether or not covered by insurance; and(x) neither Seller nor any Seller Subsidiary has cancelled or compromised any debt, except for debts charged off or compromised in accordance with the past practice of Seller and its Subsidiaries; and (xi) neither Seller nor any Seller Subsidiary has entered into any material transaction, contract or commitment outside the ordinary course of its business.

Conduct of Seller to Date. From and after January 1December 31, 1996 1997 ------------------------- through the date of this Agreement, except as set forth on Schedule 2.18 or in the Seller Financial Statements or and the Seller Reports: : (i) Seller and the Seller Subsidiaries have conducted their respective businesses in all material respects in the ordinary and usual course consistent with past prac- ticespractices; (ii) except upon the exercise of Seller Stock Options, neither Seller nor any of the Seller Subsidiaries has issued, sold, granted, conferred or awarded any of its Equity Securities, or any corporate debt securities which would be classified under GAAP as long-term debt on the balance sheets of Seller or the Seller Subsidiaries; (iii) Seller has not effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) Seller has not declared, set aside or paid any dividend (other than its regular quarterly dividends) or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased or exchanged, or otherwise acquired or disposed of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise; (v) neither Seller nor any of the Seller Subsidiary Subsidiaries has in- curred incurred any material obligation or liability (absolute or con- tingentcontingent), except normal trade or business obligations or li- abilities liabilities incurred in the ordinary course of businessbusiness or in connection with the transactions contemplated by this Agreement, or sub- jected subjected to Lien any of its assets or properties other than in the ordinary course of business consistent with past practice; (iiivi) neither Seller nor any of the Seller Subsidiary Subsidiaries has discharged or satisfied any material Lien or paid any material obligation or liability (absolute or contingent), other than in the ordi- nary ordinary course of business; (ivvii) neither Seller nor any of the Seller Subsidiary Subsidiaries has sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its material properties or as- sets assets other than for a fair consideration in the ordinary course of business; (vviii) except as required by contract or law, neither Seller nor any of the Seller Subsidiary Subsidiaries has (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except merit, promotion or annual increases and bonuses in accordance with existing policy, (B) entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, severance, or other similar contract, (C) entered into, terminated, or substantially modified any of the Seller Employee Plans or (D) agreed to do any of the foregoing; (viix) neither Seller nor any Seller Subsidiary has suffered any material damage, destruction, or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, requisition, or taking of property by any Regulatory Authority, flood, windstorm, embargo, riot, act of God or the enemy, or other casualty or event, and whether or not covered by insurance; and(x) neither Seller nor any of the Seller Subsidiaries has canceled or compromised any debt, except for debts charged off or compromised in accordance with the past practice of Seller and the Seller Subsidiaries; and (xi) neither Seller nor any of the Seller Subsidiaries has entered into any material transaction, contract or commitment outside the ordinary course of its business, except in connection with the transactions contemplated by this Agreement.

Conduct of Seller to Date. From and after January 1September 30, 1996 1997 ------------------------- through the date of this Agreement, except as set forth on Schedule 2.18 or in the Seller Financial Statements or and the Seller Reports: : (i) Seller and the Seller Subsidiaries have conducted their respective businesses in all material respects in the ordinary and usual course consistent with past prac- ticespractices; (ii) except upon the exercise of Seller Stock Options, neither Seller nor any of the Seller Subsidiaries has issued, sold, granted, conferred or awarded any of its Equity Securities, or any corporate debt securities which would be classified under GAAP as long-term debt on the balance sheets of Seller or the Seller Subsidiaries; (iii) Seller has not effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) Seller has not declared, set aside or paid any dividend (other than its regular quarterly dividends) or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased or exchanged, or otherwise acquired or disposed of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise; (v) neither Seller nor any of the Seller Subsidiary Subsidiaries has in- curred incurred any material obligation or liability (absolute or con- tingentcontingent), except normal trade or business obligations or li- abilities liabilities incurred in the ordinary course of businessbusiness or in connection with the transactions contemplated by this Agreement, or sub- jected subjected to Lien any of its assets or properties other than in the ordinary course of business consistent with past practice; (iiivi) neither Seller nor any of the Seller Subsidiary Subsidiaries has discharged or satisfied any material Lien or paid any material obligation or liability (absolute or contingent), other than in the ordi- nary ordinary course of business; (ivvii) neither Seller nor any of the Seller Subsidiary Subsidiaries has sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its material properties or as- sets assets other than for a fair consideration in the ordinary course of business; (vviii) except as required by contract or law, neither Seller nor any of the Seller Subsidiary Subsidiaries has (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except merit, promotion or annual increases and bonuses in accordance with existing policy, (B) entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, severance, or other similar contract, (C) entered into, terminated, or substantially modified any of the Seller Employee Plans or (D) agreed to do any of the foregoing; (viix) neither Seller nor any Seller Subsidiary has suffered any material damage, destruction, or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, requisition, or taking of property by any Regulatory Authority, flood, windstorm, embargo, riot, act of God or the enemy, or other casualty or event, and whether or not covered by insurance; and(x) neither Seller nor any of the Seller Subsidiaries has canceled or compromised any debt, except for debts charged off or compromised in accordance with the past practice of Seller and the Seller Subsidiaries; and (xi) neither Seller nor any of the Seller Subsidiaries has entered into any material transaction, contract or commitment outside the ordinary course of its business, except in connection with the transactions contemplated by this Agreement. - 26 - 33 2.21 Absence of Undisclosed Liabilities. ---------------------------------- (a) As of September 30, 1997, neither Seller nor any of the Seller Subsidiaries has any debts, liabilities or obligations equal to or exceeding $50,000, individually or $100,000 in the aggregate, whether accrued, absolute, contingent or otherwise and whether due or to become due, which are required to be reflected in the Seller Financial Statements or the notes thereto in accordance with GAAP except: (i) debts, liabilities or obligations reflected on the Seller Financial Statements and the notes thereto; (ii) operating leases reflected on Schedule 2.11(b); and ---------------- (iii) debts, liabilities or obligations incurred since September 30, 1997 in the ordinary and usual course of their respective businesses, none of which are for breach of contract, breach of warranty, torts, infringements or lawsuits and none of which have a Material Adverse Effect on Seller and the Seller Subsidiaries, taken as a whole. (b) Neither Seller nor any of the Seller Subsidiaries was as of September 30, 1997, or since such date to the date hereof, a party to any contract or agreement, excluding deposits, loan agreements, and commitments, notes, security agreements, repurchase and reverse repurchase agreements, bankers' acceptances, outstanding letters of credit and commitments to issue letters of credit, participation agreements and other documents relating to transactions entered into by Seller or any of the Seller Subsidiaries in the ordinary course of business, that had, has or may be reasonably expected to have a Material Adverse Effect on Seller and the Seller Subsidiaries, taken as a whole.

Conduct of Seller to Date. From Except as set forth in Schedule 2.20, ------------------------- ------------- from and after January 1December 31, 1996 1997 through the date of this Agreement, except as set forth on Schedule 2.18 or in the Seller Financial Statements or and the Seller Reports: : (i) Seller and the Seller Subsidiaries have conducted their respective businesses in all material respects in the ordinary and usual course consistent with past prac- ticespractices; (ii) except upon the exercise of Seller Stock Options, neither Seller nor any of the Seller Subsidiaries has issued, sold, granted, conferred or awarded any of its Equity Securities, or any corporate debt securities which would be classified under GAAP as long-term debt on the balance sheets of Seller or the Seller Subsidiaries; (iii) Seller has not effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) Seller has not declared, set aside or paid any dividend (other than its regular quarterly dividends) or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased or exchanged, or otherwise acquired or disposed of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise; (v) neither Seller nor any of the Seller Subsidiary Subsidiaries has in- curred incurred any material obligation or liability (absolute or con- tingentcontingent), except normal trade or business obligations or li- abilities liabilities incurred in the ordinary course of businessbusiness or in connection with the transactions contemplated by this Agreement, or sub- jected subjected to Lien any of its assets or properties other than in the ordinary course of business consistent with past practice; (iiivi) neither Seller nor any of the Seller Subsidiary Subsidiaries has discharged or satisfied any material Lien or paid any material obligation or liability (absolute or contingent), other than in the ordi- nary ordinary course of business; (ivvii) neither Seller nor any of the Seller Subsidiary Subsidiaries has sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its material properties or as- sets assets other than for a fair consideration in the ordinary course of business; (vviii) except as required by contract or law, neither Seller nor any of the Seller Subsidiary Subsidiaries has (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except merit, promotion or annual increases and bonuses in accordance with existing policy, (B) entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, severance, or other similar contract, (C) entered into, terminated, or substantially modified any of the Seller Employee Plans or (D) agreed to do any of the foregoing; (viix) neither Seller nor any Seller Subsidiary has suffered any material damage, destruction, or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, requisition, or taking of property by any Regulatory Authority, flood, windstorm, embargo, riot, act of God or the enemy, or other casualty or event, and whether or not covered by insurance; and(x) neither Seller nor any of the Seller Subsidiaries has canceled or compromised any debt, except for debts charged off or compromised in accordance with the past practice of Seller and the Seller Subsidiaries; and (xi) neither Seller nor any of the Seller Subsidiaries has entered into any material transaction, contract or commitment outside the ordinary course of its business, except in connection with the transactions contemplated by this Agreement.

Conduct of Seller to Date. From and after January 1, 1996 1995 through the date of this Agreement, except as set forth on Schedule 2.18 or in Seller Financial Statements or Seller Reports: Statements: (i) Seller and the Seller Subsidiaries have conducted their respective businesses in all material respects in the ordinary and usual course consistent with past prac- ticespractices; (ii) Seller has not issued, sold, granted, conferred or awarded any of its Equity Securities (except shares of Seller Common Stock upon exercise of Seller Employee Stock Options), or any corporate debt securities which would be classified under GAAP as long- term debt on the balance sheets of Seller; (iii) Seller has not effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) Seller has not declared, set aside or paid any dividend (other than its regular quarterly or regular semi-annual common dividends) or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased, or exchanged, or otherwise acquired or disposed of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise; (v) neither Seller nor any Seller Subsidiary has in- curred incurred any material obligation or liability (absolute or con- tingentcontingent), except normal trade or business obligations or li- abilities liabilities incurred in the ordinary course of business, or sub- jected subjected to Lien any of its assets or properties other than in the ordinary course of business consistent with past practice; (iiivi) neither Seller nor any Seller Subsidiary has discharged or satisfied any material Lien or paid any material obligation or liability (absolute or contingent), other than in the ordi- nary ordinary course of business; (ivvii) neither Seller nor any Seller Subsidiary has sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its material properties or as- sets assets other than for a fair consideration in the ordinary course of business; (vviii) except as required by contract or law, neither Seller nor any Seller Subsidiary has (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except merit, merit or promotion or annual increases and bonuses in accordance with existing policy, (B) entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, severance, or other similar contract, (C) entered into, terminated, or substantially modified any of the Seller Employee Plans or (D) agreed to do any of the foregoing; (vi) neither Seller nor any Seller Subsidiary has suffered any material damage, destruction, or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, requisition, or taking of property by any Regulatory Authority, flood, windstorm, embargo, riot, act of God or the enemy, or other casualty or event, and whether or not covered by insurance; andor

Conduct of Seller to Date. From and after January 1, 1996 1997 through the date of this Agreement, except as set forth on Schedule 2.18 or in Seller Financial Statements or Seller ReportsStatements: (i) Seller and the Seller Subsidiaries have conducted their respective businesses in all material respects in the ordinary and usual course consistent with past prac- ticespractices; (ii) Seller has not issued, sold, granted, conferred or awarded any of its Equity Securities (except shares of Seller Common Stock upon exercise of Seller Stock Options), or any corporate debt securities which would be classified under GAAP as long-term debt on the balance sheets of Seller; (iii) Seller has not effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) Seller has not declared, set aside or paid any dividend (other than its regular quarterly or regular semi-annual common dividends) or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased, or exchanged, or otherwise acquired or disposed of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise; (v) neither Seller nor any Seller Subsidiary has in- curred incurred any material obligation or liability (absolute or con- tingentcontingent), except normal trade or business obligations or li- abilities liabilities incurred in the ordinary course of business, or sub- jected subjected to Lien any of its assets or properties other than in the ordinary course of business consistent with past practice; (iiivi) neither Seller nor any Seller Subsidiary has discharged or satisfied any material Lien or paid any material obligation or liability (absolute or contingent), other than in the ordi- nary ordinary course of business; (ivvii) neither Seller nor any Seller Subsidiary has sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its material properties or as- sets assets other than for a fair consideration in the ordinary course of business; (vviii) except as required by contract or law, neither Seller nor any Seller Subsidiary has (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except merit, merit or promotion or annual increases and bonuses in accordance with existing policy, (B) entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, severance, or other similar contract, (C) entered into, terminated, or substantially modified any of the Seller Employee Plans or (D) agreed to do any of the foregoing; (viix) neither Seller nor any Seller Subsidiary has suffered any material damage, destruction, or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, requisition, or taking of property by any Regulatory Authority, flood, windstorm, embargo, riot, act of God or the enemy, or other casualty or event, and whether or not covered by insurance; and(x) neither Seller nor any Seller Subsidiary has cancelled or compromised any debt, except for debts charged off or compromised in accordance with the past practice of Seller and its Subsidiaries, and (xi) neither Seller nor any Seller Subsidiary has entered into any material transaction, contract or commitment outside the ordinary course of its business.

Conduct of Seller to Date. From Except as disclosed in ------------------------- Schedule 2.20, from and after January 1March 31, 1996 1997 through the date of this ------------- Agreement, except as set forth on Schedule 2.18 or in the Seller Financial Statements or Seller ReportsStatements: (i) Seller and the Seller Subsidiaries have conducted their respective businesses in all material respects in the ordinary and usual course consistent with past prac- ticespractices; (ii) neither Seller nor any of the Seller Subsidiary Subsidiaries has in- curred issued, sold, granted, conferred or awarded any material of its Equity Securities, or any corporate debt securities which would be classified under GAAP as long-term debt on the balance sheets of Seller or the Seller Subsidiaries; (iii) Seller has not effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) Seller has not declared, set aside or paid any dividend (other than its regular quarterly dividends) or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased or exchanged, or otherwise acquired or disposed of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise; (v) neither Seller nor any of the Seller Subsidiaries has incurred any obligation or liability (absolute or con- tingentcontingent), except normal trade or business obligations or li- abilities liabilities incurred in the ordinary course of business, or sub- jected subjected to Lien any of its assets or properties other than in the ordinary course of business consistent with past practice; (iii) neither Seller nor any Seller Subsidiary has discharged or satisfied any material Lien or paid any material obligation or liability (absolute or contingentvi), other than in the ordi- nary course of business; (iv) neither Seller nor any Seller Subsidiary has sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its material properties or as- sets other than for a fair consideration in the ordinary course of business; (v) except as required by contract or law, neither Seller nor any Seller Subsidiary has (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except merit, promotion or annual increases and bonuses in accordance with existing policy, (B) entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, severance, or other similar contract, (C) entered into, terminated, or substantially modified any of the Seller Employee Plans or (D) agreed to do any of the foregoing; (vi) neither Seller nor any Seller Subsidiary has suffered any material damage, destruction, or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, requisition, or taking of property by any Regulatory Authority, flood, windstorm, embargo, riot, act of God or the enemy, or other casualty or event, and whether or not covered by insurance; and

Conduct of Seller to Date. From and after January 1September 30, 1996 2000 through the date of this Agreement, except as set forth on Schedule 2.18 or in the Seller Financial Statements or and the Seller ReportsReports and except as disclosed in Schedule 2.20: (i) Seller and the Seller Subsidiaries have conducted their respective businesses in all material respects in the ordinary and usual course consistent with past prac- ticespractices; (ii) neither Seller nor any of the Seller Subsidiary Subsidiaries has in- curred issued, sold, granted, conferred or awarded any material of its Equity Securities, or any corporate debt securities which would be classified under GAAP as long-term debt on the balance sheets of Seller or the Seller Subsidiaries; (iii) Seller has not effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) Seller has not declared, set aside or paid any dividend (other than its regularly scheduled dividends consistent with past practices) or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased or exchanged, or otherwise acquired or disposed of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise; (v) neither Seller nor any of the Seller Subsidiaries has incurred any obligation or liability (absolute or con- tingentcontingent), except normal trade or business obligations or li- abilities liabilities incurred in the ordinary course of businessbusiness and transaction expenses relating to this Agreement and the Merger, or sub- jected subjected to Lien any of its assets or properties other than in the ordinary course of business consistent with past practice; (iiivi) neither Seller nor any of the Seller Subsidiary Subsidiaries has discharged or satisfied any material Lien or paid any material obligation or liability (absolute or contingent), other than in the ordi- nary ordinary course of business; (ivvii) neither Seller nor any of the Seller Subsidiary Subsidiaries has sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its material properties or as- sets assets other than for a fair consideration in the ordinary course of business; (vviii) except as required by contract or law, neither Seller nor any of the Seller Subsidiary Subsidiaries has (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except merit, promotion or annual increases and bonuses in accordance with existing policy, (B) entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, severance, or other similar contract, (C) entered into, terminated, or substantially modified any of the Seller Employee Plans or (D) except as provided in this Agreement, agreed to do any of the foregoing; (viix) neither Seller nor any Seller Subsidiary has suffered any material damage, destruction, or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, requisition, or taking of property by any Regulatory Authority, flood, windstorm, embargo, riot, act of God or the enemy, or other casualty or event, and whether or not covered by insurance; and(x) neither Seller nor any of the Seller Subsidiaries has canceled or compromised any debt, except for debts charged off or compromised in accordance with the past practice of Seller and the Seller Subsidiaries; and (xi) neither Seller nor any of the Seller Subsidiaries has entered into any material transaction, contract or commitment outside the ordinary course of its business other than this Agreement. 17next page

Conduct of Seller to Date. From and after January 1June 30, 1996 1997 through ------------------------- the date of this Agreement, except as set forth on Schedule 2.18 or in the Seller Financial Statements or and the Seller ReportsReports and except as disclosed in Schedule 2.20: (i) ------------- Seller and the Seller Subsidiaries have conducted their respective businesses in all material respects in the ordinary and usual course consistent with past prac- ticespractices; (ii) neither Seller nor any of the Seller Subsidiary Subsidiaries has in- curred issued, sold, granted, conferred or awarded any material of its Equity Securities, or any corporate debt securities which would be classified under GAAP as long-term debt on the balance sheets of Seller or the Seller Subsidiaries; (iii) Seller has not effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) Seller has not declared, set aside or paid any dividend (other than its regular quarterly dividends) or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased or exchanged, or otherwise acquired or disposed of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise; (v) neither Seller nor any of the Seller Subsidiaries has incurred any obligation or liability (absolute or con- tingentcontingent), except normal trade or business obligations or li- abilities liabilities incurred in the ordinary course of business, or sub- jected subjected to Lien any of its assets or properties other than in the ordinary course of business consistent with past practice; (iiivi) neither Seller nor any of the Seller Subsidiary Subsidiaries has discharged or satisfied any material Lien or paid any material obligation or liability (absolute or contingent), other than in the ordi- nary ordinary course of business; (ivvii) neither Seller nor any of the Seller Subsidiary Subsidiaries has sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its material properties or as- sets assets other than for a fair consideration in the ordinary course of business; (vviii) except as required by contract or law, neither Seller nor any of the Seller Subsidiary Subsidiaries has (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except merit, promotion or annual increases and bonuses in accordance with existing policy, (B) entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, severance, or other similar contract, (C) entered into, terminated, or substantially modified any of the Seller Employee Plans or (D) agreed to do any of the foregoing; (viix) neither Seller nor any Seller Subsidiary has suffered any material damage, destruction, or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, requisition, or taking of property by any Regulatory Authority, flood, windstorm, embargo, riot, act of God or the enemy, or other casualty or event, and whether or not covered by insurance; and(x) neither Seller nor any of the Seller Subsidiaries has canceled or compromised any debt, except for debts charged off or compromised in accordance with the past practice of Seller and the Seller Subsidiaries; and (xi) neither Seller nor any of the Seller Subsidiaries has entered into any material transaction, contract or commitment outside the ordinary course of its business.

Conduct of Seller to Date. From and after January 1June ------------------------- 30, 1996 1995, through the date of this Agreement, except as set forth on Schedule 2.18 or in the Seller Financial Statements or Seller ReportsStatements: (i) Seller and the Seller Subsidiaries have conducted their respective businesses in all material respects in the ordinary and usual course consistent with past prac- ticespractices; (ii) neither Seller nor any of the Seller Subsidiary Subsidiaries has in- curred any material obligation issued, sold, granted, conferred or liability (absolute or con- tingent), except normal trade or business obligations or li- abilities incurred in the ordinary course of business, or sub- jected to Lien awarded any of its assets Equity Securities, or properties other than in any corporate debt securities which would be classified under GAAP as long-term debt on the ordinary course balance sheets of business consistent with past practiceSeller or the Seller Subsidiaries; (iii) Seller has not effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) Seller has not declared, set aside or paid any dividend other than its regular quarterly dividends or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased, or exchanged, or otherwise acquired or disposed of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise; (v) neither Seller nor any of the Seller Subsidiary Subsidiaries has discharged or satisfied incurred any material Lien or paid any material obligation or liability (absolute or contingent), other than in the ordi- nary course of business; (iv) neither Seller nor any Seller Subsidiary has sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its material properties or as- sets other than for a fair consideration except liabilities incurred in the ordinary course of business; (v) except as required by contract business or law, neither Seller nor any Seller Subsidiary has (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except merit, promotion or annual increases and bonuses in accordance with existing policy, (B) entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, severance, or other similar contract, (C) entered into, terminated, or substantially modified any of the Seller Employee Plans or (D) agreed to do any of the foregoing; (vi) neither Seller nor any Seller Subsidiary has suffered any material damage, destruction, or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, requisition, or taking of property by any Regulatory Authority, flood, windstorm, embargo, riot, act of God or the enemy, or other casualty or event, and whether or not covered by insurance; andwhich are not

Conduct of Seller to Date. From Except as set forth in Schedule 2.20, from and after January 1December 31, 1996 1997 through the date of this Agreement, except as set forth on Schedule 2.18 or in the Seller Financial Statements or and the Seller Reports: : (i) Seller and the Seller Subsidiaries have conducted their respective businesses in all material respects in the ordinary and usual course consistent with past prac- ticespractices; (ii) except upon the exercise of Seller Stock Options, neither Seller nor any of the Seller Subsidiaries has issued, sold, granted, conferred or awarded any of its Equity Securities, or any corporate debt securities which would be classified under GAAP as long-term debt on the balance sheets of Seller or the Seller Subsidiaries; (iii) Seller has not effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) Seller has not declared, set aside or paid any dividend (other than its regular quarterly dividends) or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased or exchanged, or otherwise acquired or disposed of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise; (v) neither Seller nor any of the Seller Subsidiary Subsidiaries has in- curred incurred any material obligation or liability (absolute or con- tingentcontingent), except normal trade or business obligations or li- abilities liabilities incurred in the ordinary course of businessbusiness or in connection with the transactions contemplated by this Agreement, or sub- jected subjected to Lien any of its assets or properties other than in the ordinary course of business consistent with past practice; (iiivi) neither Seller nor any of the Seller Subsidiary Subsidiaries has discharged or satisfied any material Lien or paid any material obligation or liability (absolute or contingent), other than in the ordi- nary ordinary course of business; (ivvii) neither Seller nor any of the Seller Subsidiary Subsidiaries has sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its material properties or as- sets assets other than for a fair consideration in the ordinary course of business; (vviii) except as required by contract or law, neither Seller nor any of the Seller Subsidiary Subsidiaries has (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except merit, promotion or annual increases and bonuses in accordance with existing policy, (B) entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, severance, or other similar contract, (C) entered into, terminated, or substantially modified any of the Seller Employee Plans or (D) agreed to do any of the foregoing; (viix) neither Seller nor any Seller Subsidiary has suffered any material damage, destruction, or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, requisition, or taking of property by any Regulatory Authority, flood, windstorm, embargo, riot, act of God or the enemy, or other casualty or event, and whether or not covered by insurance; and(x) neither Seller nor any of the Seller Subsidiaries has canceled or compromised any debt, except for debts charged off or compromised in accordance with the past practice of Seller and the Seller Subsidiaries; and (xi) neither Seller nor any of the Seller Subsidiaries has entered into any material transaction, contract or commitment outside the ordinary course of its business, except in connection with the transactions contemplated by this Agreement.

Conduct of Seller to Date. From and after January 1December 31, ------------------------- 1996 through the date of this Agreement, except as set forth on Schedule 2.18 or in the Seller Financial Statements or Seller ReportsStatements: (i) Seller and the Seller Subsidiaries have conducted their respective businesses in all material respects in the ordinary and usual course consistent with past prac- ticespractices; (ii) neither Seller nor any of the Seller Subsidiary Subsidiaries has in- curred issued, sold, granted, conferred or awarded any material of its Equity Securities (except shares of Seller Common Stock upon exercise of Seller Employee Stock Options), or any corporate debt securities which would be classified under GAAP as long-term debt on the balance sheets of Seller or the Seller Subsidiaries; (iii) Seller has not effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) Seller has not declared, set aside or paid any dividend (other than its regular quarterly dividends) or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased or exchanged, or otherwise acquired or disposed of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise; (v) neither Seller nor any of the Seller Subsidiaries has incurred any obligation or liability (absolute or con- tingentcontingent), except normal trade or business obligations or li- abilities liabilities incurred in the ordinary course of business, or sub- jected subjected to Lien any of its assets or properties other than in the ordinary course of business consistent with past practice; (iiivi) neither Seller nor any of the Seller Subsidiary Subsidiaries has discharged or satisfied any material Lien or paid any material obligation or liability (absolute or contingent), other than in the ordi- nary ordinary course of business; (ivvii) neither Seller nor any of the Seller Subsidiary Subsidiaries has sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its material properties or as- sets assets other than for a fair consideration in the ordinary course of business; (vviii) except as required by contract or law, neither Seller nor any of the Seller Subsidiary Subsidiaries has (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except merit, promotion or annual increases and bonuses in accordance with existing policy, (B) entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, severance, or other similar contract, (C) entered into, terminated, or substantially modified any of the Seller Employee Plans or (D) agreed to do any of the foregoing; (viix) neither Seller nor any Seller Subsidiary has suffered any material damage, destruction, or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, requisition, or taking of property by any Regulatory Authority, flood, windstorm, embargo, riot, act of God or the enemy, or other casualty or event, and whether or not covered by insurance; and(x) neither Seller nor any of the Seller Subsidiaries has cancelled or compromised any debt; and (xi) neither Seller nor any of the Seller Subsidiaries has entered into any material transaction, contract or commitment outside the ordinary course of its business.