Common use of Events Subsequent to Most Recent Fiscal Month End Clause in Contracts

Events Subsequent to Most Recent Fiscal Month End. Except as disclosed in Schedule 4h annexed hereto, since the Most Recent Fiscal Month End, there has not been any material adverse change in the business, assets, financial condition, operations, results of operations, or future prospects of the Target (other than general competitive and economic conditions affecting the retail and mail order industries generally). Without limiting the generality of the foregoing, since the Most Recent Fiscal Month End, except as disclosed in Schedule 4h: (i) the Target has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) the Target has not entered into a purchase order outside the Ordinary Course of Business or entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $25,000 or outside the Ordinary Course of Business; (iii) no party (including the Target) has accelerated, terminated, modified, or cancelled any purchase order, agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $25,000 to which the Target is a party or by which it is bound; (iv) the Target has not disposed of any of its properties or assets, other than sales of inventory and collections of receivables or other actions in the Ordinary Course of Business; (v) no Security Interest in any of Target's properties or assets, tangible or intangible, has been created; (vi) the Target has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000 or outside the Ordinary Course of Business; (vii) the Target has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $1,000 or outside the Ordinary Course of Business; (viii) the Target has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $5,000 singly or $25,000 in the aggregate; (ix) the Target has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (x) the Target has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $5,000 or outside the Ordinary Course of Business; (xi) the Target has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xii) there has been no change made or authorized in the articles of incorporation or bylaws of the Target; (xiii) the Target has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, stock appreciation rights or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiv) the Target has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xv) the Target has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (xvi) the Target has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvii) the Target has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xviii) the Target has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xix) the Target has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xx) the Target has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xxi) the Target has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxii) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Target; and (xxiii) the Target has not formed a partnership, joint venture or similar arrangement with any person, firm or entity; (xxiv) the Target has not amended, modified or terminated any of the leases referred to in Section 4(l)(ii) hereof or entered into any new leases or subleases of real property; (xxv) the Target has not made any change in the financial or accounting practices or policies customarily followed by it or made any changes in the application of tax principles, practices or methods or made any material election with respect to Taxes; and (xxvi) the Target has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as disclosed in Schedule 4h annexed hereto, since Since the Most Recent Fiscal Month End, there has not been any material adverse change in the business, assets, financial condition, operations, results of operations, or future prospects of the Target (other than general competitive End and economic conditions affecting the retail and mail order industries generally). Without limiting the generality of the foregoing, since the Most Recent Fiscal Month End, except as disclosed in Schedule 4hSection 4(i) of the CHDM Disclosure Schedule: (i) the Target None of CHDM and its Subsidiaries has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in intangible outside the Ordinary Course of Business; (ii) the Target None of CHDM and its Subsidiaries has not entered into a purchase order outside the Ordinary Course of Business or entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $25,000 or outside the Ordinary Course of Business; (iii) no party (including the Target) has accelerated, terminated, modified, or cancelled any purchase order, agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $25,000 350,000; (iii) No party (including CHDM or its Subsidiaries) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $100,000 to which the Target CHDM is a party or by which it is bound; (iv) the Target None of CHDM and its Subsidiaries has not disposed of granted any Security Interest on any of its properties or assets, other than sales of inventory and collections of receivables tangible or other actions in the Ordinary Course of Businessintangible; (v) no Security Interest in any None of Target's properties or assets, tangible or intangible, CHDM and its Subsidiaries has been created; (vi) the Target has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000 or outside the Ordinary Course of Business350,000; (viivi) the Target None of CHDM and its Subsidiaries has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $1,000 or outside the Ordinary Course of Business350,000; (viiivii) the Target None of CHDM and its Subsidiaries has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $5,000 25,000 singly or $25,000 350,000 in the aggregate; (ixviii) the Target None of CHDM and its Subsidiaries has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (xix) the Target None of CHDM and its Subsidiaries has not cancelledcanceled, compromised, waived, waived or released any right or claim (or series of related rights and claims) either involving more than $5,000 or outside the Ordinary Course of Business350,000; (xix) the Target None of CHDM and its Subsidiaries has not granted any license or sublicense of any rights under or with respect to any Intellectual PropertyProperty outside the Ordinary Course of Business; (xiixi) there There has been no change made or authorized in the articles charter, bylaws or other organizational documents of incorporation CHDM or bylaws of the Targetany Subsidiary; (xiiixii) the Target None of CHDM and its Subsidiaries has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, stock appreciation rights or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock, other than options to employees granted in the Ordinary Course of Business all of which are disclosed in Section 4(b) of the CHDM Disclosure Schedule; (xivxiii) the Target None of CHDM and its Subsidiaries has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xvxiv) the Target None of CHDM and its Subsidiaries has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty except where such damage, destruction or loss did not cause a CHDM Material Adverse Effect; (xvixv) the Target None of CHDM and its Subsidiaries has not made any loan to, or entered into any other transaction with, any of its directors, managers, officers, and employees outside the Ordinary Course of Businessemployees; (xviixvi) the Target None of CHDM and its Subsidiaries has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xviiixvii) the Target None of CHDM and its Subsidiaries has not granted any increase in the base compensation or made any other change in employment terms of any of its directors, managers, officers, and employees outside the Ordinary Course of Businessemployees; (xixxviii) the Target None of CHDM and its Subsidiaries has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Welfare Benefit Plan or Employee Pension Benefit Plan); (xxxix) the Target None of CHDM and its Subsidiaries has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xxi) the Target has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Businesscontribution; (xxiixx) there There has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving CHDM or its Subsidiaries which would have an economic impact of more than $350,000; (xxi) None of CHDM and its Subsidiaries has agreed to do any of the Targetforegoing; and (xxiiixxii) the Target There has not formed been a partnership, joint venture or similar arrangement with any person, firm or entity; (xxiv) the Target has not amended, modified or terminated any of the leases referred to in Section 4(l)(ii) hereof or entered into any new leases or subleases of real property; (xxv) the Target has not made any change in the financial or accounting practices or policies customarily followed by it or made any changes in the application of tax principles, practices or methods or made any material election with respect to Taxes; and (xxvi) the Target has not committed to any of the foregoingCHDM Material Adverse Effect.

Events Subsequent to Most Recent Fiscal Month End. Except as disclosed in Schedule 4h annexed hereto, since Since the Most Recent Fiscal Month End, there has not been any material adverse change in the business, assets, financial condition, operations, results of operations, or future prospects of the Target (other than general competitive and economic conditions affecting the retail and mail order industries generally)Material Adverse Effect. Without limiting the generality of the foregoing, foregoing (and except as disclosed in Schedule 4.8) since the Most Recent Fiscal Month End, except as disclosed in Schedule 4h: (ia) none of the Target Companies has not sold, leased, transferred, transferred or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (iib) none of the Target Companies has not entered into a purchase order any Contract (or series of related Contracts) outside the Ordinary Course of Business or entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more other than $25,000 or outside the Ordinary Course of BusinessContracts listed in Schedule 4.15(a); (iiic) no party (including the TargetCompanies) has accelerated, terminated, modified, modified or cancelled any purchase order, agreement, contract, lease, or license Contract (or series of related agreements, contracts, leases, and licensesContracts) involving more than $US$25,000 in any consecutive 12-month period to which any of the Target Companies is a party or by which it is bound; (iv) the Target has not disposed of any of its properties or assets, other than sales in connection with the completion or expiration of inventory and collections of receivables or other actions any such Contract in the Ordinary Course of Business; (vd) no Security Interest in none of the Companies has imposed any Liens, other than Permitted Liens, upon any of Target's properties or its assets, tangible or intangible, has been created; (vie) none of the Target Companies has not made any capital expenditure (or series of related capital expenditures) either involving more than $US$25,000 in any consecutive 12-month period or outside the Ordinary Course of Business; (viif) none of the Target Companies has not made any capital investment in, any loan to, to or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $1,000 US$25,000 in any consecutive 12-month period or outside the Ordinary Course of Business; (viiig) none of the Target Companies has not issued any note, bond, bond or other debt security or created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $5,000 US$25,000 singly or $25,000 US$50,000 in the aggregate, in either case in any consecutive 12-month period; (ixh) none of the Target Companies has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; ; (xi) none of the Target Companies has not cancelled, compromised, waived, waived or released any right or claim (or series of related rights and claims) either involving more than $5,000 US$25,000 or outside the Ordinary Course of Business; (xi) the Target has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xii) there has been no change made or authorized in the articles of incorporation or bylaws of the Target; (xiii) the Target has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, stock appreciation rights or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiv) the Target has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xv) the Target has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (xvi) the Target has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvii) the Target has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xviii) the Target has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xix) the Target has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xx) the Target has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xxi) the Target has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxii) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Target; and (xxiii) the Target has not formed a partnership, joint venture or similar arrangement with any person, firm or entity; (xxiv) the Target has not amended, modified or terminated any of the leases referred to in Section 4(l)(ii) hereof or entered into any new leases or subleases of real property; (xxv) the Target has not made any change in the financial or accounting practices or policies customarily followed by it or made any changes in the application of tax principles, practices or methods or made any material election with respect to Taxes; and (xxvi) the Target has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as disclosed in Schedule 4h annexed hereto, since the Since eCom Most Recent Fiscal Month End, there has not been any material adverse change in the business, assets, financial condition, operations, results of operations, or future prospects of the Target (other than general competitive and economic conditions affecting the retail and mail order industries generally)eCom. Without limiting the generality of the foregoing, since the Most Recent Fiscal Month Endthat date, except as required pursuant to the terms of the Letter Agreement, the Loan Agreement and/or the Agency Agreement or as otherwise disclosed in Schedule 4hSection 3.10 of the eCom Disclosure Schedule: (i) the Target 3.10.1 eCom has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) the Target 3.10.2 eCom has not entered into a purchase order outside the Ordinary Course of Business or entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $25,000 or and outside the Ordinary Course of Business, other than the Letter Agreement, the Loan Agreement and the Agency Agreement; (iii) 3.10.3 no party (including the TargeteCom) has accelerated, terminated, modified, or cancelled canceled any purchase order, agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $25,000 to which the Target eCom is a party or by which it eCom is bound; (iv) the Target 3.10.4 eCom has not disposed of granted or agreed to grant any Security Interest upon any of its properties or assets, other than sales of inventory and collections of receivables or other actions in the Ordinary Course of Business; (v) no Security Interest in any of Target's properties or assets, tangible or intangible, has been created; (vi) the Target 3.10.5 eCom has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000 or and outside the Ordinary Course of Business; (vii) the Target 3.10.6 eCom has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $1,000 25,000 or outside the Ordinary Course of Business; (viii) the Target 3.10.7 eCom has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $5,000 singly 25,000 or $25,000 in outside the aggregateOrdinary Course of Business; (ix) the Target 3.10.8 eCom has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (x) the Target 3.10.9 eCom has not cancelledcanceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $5,000 25,000 or outside the Ordinary Course of Business; (xi) the Target 3.10.10 eCom has not granted any license or sublicense of any rights under or with respect to any Intellectual PropertyProperty outside the Ordinary Course of Business; (xii) 3.10.11 there has been no change made or authorized in the articles certificate of incorporation or bylaws of the TargeteCom; (xiii) 3.10.12 except in connection with the Target Qualified Private Placement, eCom has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, stock appreciation rights or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiv) the Target 3.10.13 eCom has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xv) the Target 3.10.14 eCom has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (xvi) the Target 3.10.15 eCom has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvii) 3.10.16 except as disclosed in the Target eCom Disclosure Schedule, eCom has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xviii) the Target 3.10.17 eCom has not granted any increase in the base compensation of or changed any of the employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xix) the Target 3.10.18 eCom has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xx) the Target has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xxi) the Target 3.10.19 eCom has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxii) 3.10.20 there has been no loss of a major customer of eCom or dispute with any major customer or supplier of eCom which has had or is likely to have a Material Adverse Effect with respect to eCom; 3.10.21 there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the TargeteCom; and (xxiii) the Target has not formed a partnership, joint venture or similar arrangement with any person, firm or entity; (xxiv) the Target has not amended, modified or terminated any of the leases referred to in Section 4(l)(ii) hereof or entered into any new leases or subleases of real property; (xxv) the Target has not made any change in the financial or accounting practices or policies customarily followed by it or made any changes in the application of tax principles, practices or methods or made any material election with respect to Taxes; and (xxvi) the Target 3.10.22 eCom has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as disclosed in Schedule 4h annexed hereto, since Since the Most Recent Fiscal Month Monthly End, there has not been any material adverse change in the business, assets, financial condition, operations, results of operations, or future prospects of the Target (other than general competitive and economic conditions affecting the retail and mail order industries generally)Target. Without limiting the generality of the foregoing, since the Most Recent Fiscal Month End, except as disclosed in Schedule 4hthat date: (i) the Target has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) the Target has not entered into a purchase order outside the Ordinary Course of Business or entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $25,000 1,000 or outside the Ordinary Course of Business; (iii) no party (including the Target) has accelerated, terminated, modified, or cancelled any purchase order, agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $25,000 to which the Target is a party or by which it is bound; (iv) the Target has not disposed of imposed any Security Interest upon any of its properties or assets, other than sales of inventory and collections of receivables or other actions in the Ordinary Course of Business; (v) no Security Interest in any of Target's properties or assets, tangible or intangible, has been created; (viv) the Target has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000 5,000 or outside the Ordinary Course of Business; (viivi) the Target has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $1,000 5,000 or outside the Ordinary Course of Business; (viiivii) the Target has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $5,000 singly or $25,000 in the aggregateobligation; (ixviii) the Target has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of BusinessLiabilities; (xix) the Target has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $5,000 1,000 or outside the Ordinary Course of Business; (xix) the Target has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xiixi) there has been no change made or authorized in the articles of incorporation charter or bylaws of the Target; (xiiixii) the Target has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, stock appreciation rights or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xivxiii) the Target has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xvxiv) the Target has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (xvixv) the Target has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xviixvi) the Target has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xviiixvii) the Target has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xixxviii) the Target has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xxxix) the Target has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xxixx) the Target has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) the Target has not paid any amount to any third party with respect to any Liability or obligation (including any costs and expenses the Target has incurred or may incur in connection with this Agreement and the transactions contemplated hereby) which would not constitute an Assumed Liability if in existence as of the Closing; (xxii) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Target; and (xxiii) the Target has not formed a partnership, joint venture or similar arrangement with any person, firm or entity; (xxiv) the Target has not amended, modified or terminated any of the leases referred to in Section 4(l)(ii) hereof or entered into any new leases or subleases of real property; (xxv) the Target has not made any change in the financial or accounting practices or policies customarily followed by it or made any changes in the application of tax principles, practices or methods or made any material election with respect to Taxes; and (xxvi) the Target has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as disclosed in Schedule 4h annexed hereto, since Since the ---------------------------------------------------- Most Recent Fiscal Month End, there has not been any material adverse change in the assets, Liabilities, business, assets, financial condition, operations, results of operations, or future prospects of the Target (other than general competitive and economic conditions affecting the retail and mail order industries generally)Company taken as a whole. Without limiting the generality of the foregoing, since the Most Recent Fiscal Month End, except as disclosed in Schedule 4hthat date: (i) the Target Company has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, in an amount of more than $5,000 other than for a fair consideration or in the Ordinary Course of Business; (ii) the Target Company has not entered into a purchase order any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) either involving more than $5,000 or outside the Ordinary Course of Business or entered into any agreement, contract, lease, or license (or series involving a contract for a term of related agreements, contracts, leases, and licenses) either involving more than $25,000 or outside the Ordinary Course of Businessone year; (iii) no party (including the TargetCompany) has accelerated, terminated, modified, or cancelled any purchase order, agreement, contract, lease, sublease, license, or license sublicense (or series of related agreements, contracts, leases, subleases, licenses, and licensessublicenses) outside the Ordinary Course of business involving more than $25,000 5,000 to which the Target Company is a party or by which it the Company is bound; (iv) the Target Company has not disposed of granted any Security Interest on any of its properties or assets, other than sales of inventory and collections of receivables tangible or other actions in the Ordinary Course of Businessintangible; (v) no Security Interest in any of Target's properties or assets, tangible or intangible, has been created; (vi) the Target Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000 5,000 or which is outside the Ordinary Course of Business; (viivi) the Target Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, of any other Person person (or series of related capital investments, loans, and acquisitions) either involving more than $1,000 5,000 or outside the Ordinary Course of Business; (vii) the Company has not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) either involving more than $5,000 singly or $5,000 in the aggregate or outside the Ordinary Course of Business; (viii) the Target has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $5,000 singly or $25,000 in the aggregate; (ix) the Target Company has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities outside the Ordinary Course of BusinessLiabilities; (xix) the Target Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $5,000 or outside the Ordinary Course of Business; (xix) the Target Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xiixi) there has been no change made or authorized in the articles of incorporation charter or bylaws of the TargetCompany; (xiiixii) the Target Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, stock appreciation rights or other rights to purchase or obtain (including upon conversion, exchange, conversion or exercise) any of its capital stock; (xivxiii) the Target Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xvxiv) the Target Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty involving an amount in excess of $5,000; (xvixv) the Target Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees either involving more than $5,000 or outside the Ordinary Course of BusinessBusiness giving rise to any claim or right on its part against the person or on the part of the person against it; (xviixvi) the Target Company has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xviiixvii) the Target Company has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xixxviii) the Target Company has not adoptedadopted any (A)bonus, amended, modified, or terminated any bonus, (B) profit-sharing, incentive(C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or other plan, (H) contract, or commitment for the benefit of any of its directors, officers, and employees (employees, or taken modified or terminated any existing such action with respect to any other Employee Benefit Plan)plan, contract, or commitment; (xxxix) the Target Company has not made any other material change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xxixx) the Target Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxiixxi) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the TargetCompany; and (xxiiixxii) the Target has not formed a partnership, joint venture or similar arrangement with any person, firm or entity; (xxiv) the Target has not amended, modified or terminated any of the leases referred to in Section 4(l)(ii) hereof or entered into any new leases or subleases of real property; (xxv) the Target has not made any change in the financial or accounting practices or policies customarily followed by it or made any changes in the application of tax principles, practices or methods or made any material election with respect to Taxes; and (xxvi) the Target Company has not committed to any of the foregoingforegoing in this Section 4(i) except as qualified above.