Common use of Extraordinary Transactions Clause in Contracts

Extraordinary Transactions. Except as disclosed in the Miracle Partners Disclosure Letter or otherwise permitted by this Agreement, since June 30, 1997, Miracle Partners has not (I) mortgaged, pledged or subjected to any Encumbrance any of its assets; (ii) canceled or compromised any claim of or debts owed to it; (iii) sold, licensed, leased, exchanged or transferred any of its assets except in the ordinary course of business; (iv) entered into any material transaction other than in the ordinary course of business; (v) experienced any material change in the relationship or course of dealing with any supplier, customer or creditor; (vi) suffered any material destruction, loss or damage to any of its assets; (vii) made any management decisions involving any material change in its policies with regard to pricing, sales, purchasing or other business, financial, accounting (including reserves and the amounts thereof) or tax policies or practices; (viii) declared, set aside or paid any dividends on or made any distributions in respect of any outstanding shares of capital stock or made any other distributions or payments to any of its shareholders; (ix) submitted any bid, proposal, quote or commitment to any party in response to a request for proposal or otherwise; (x) engaged in any merger or consolidation with, or agreed to merge or consolidate with, or purchased or agreed to purchase, all or substantially all of the assets of, or otherwise acquire, any other party; (xi) entered into any strategic alliance, partnership, joint venture or similar arrangement with any other party; (xii) incurred or agreed to incur any Debt or prepaid or made any prepayments in respect of Debt; (xiii) issued or agreed to issue to any party, any shares of stock or other securities; (xiv) redeemed, purchased or agreed to redeem or purchase any of its outstanding shares of capital stock or other securities; (xv) increased the rate of compensation payable or to become payable to any of its officers, directors, employees or agents over the rate being paid to them as of June 30, 1996 or agreed to do so otherwise than in accordance with contractual agreements with such parties; (xvi) made or agreed to make any charitable contributions or incurred or agreed to incur any non-business expenses; or (xvii) charged off any bad debts or increased its bad debt reserve except in the manner consistent with its past practices. SECTION 14.23

Extraordinary Transactions. Except as disclosed in the Miracle Partners Prema Properties Disclosure Letter or otherwise permitted by this Agreement, since June 30, 1997, Miracle Partners Prema Properties has not (Ii) mortgaged, pledged or subjected to any Encumbrance any of its assets; (ii) canceled or compromised any claim of or debts owed to it; (iii) sold, licensed, leased, exchanged or transferred any of its assets except in the ordinary course of business; (iv) entered into any material transaction other than in the ordinary course of business; (v) experienced any material change in the relationship or course of dealing with any supplier, customer or creditor; (vi) suffered any material destruction, loss or damage to any of its assets; (vii) made any management decisions involving any material change in its policies with regard to pricing, sales, purchasing or other business, financial, accounting (including reserves and the amounts thereof) or tax policies or practices; (viii) declared, set aside or paid any dividends on or made any distributions in respect of any outstanding shares of capital stock or made any other distributions or payments to any of its shareholders; (ix) submitted any bid, proposal, quote or commitment to any party in response to a request for proposal or otherwise; (x) engaged in any merger or consolidation with, or agreed to merge or consolidate with, or purchased or agreed to purchase, all or substantially all of the assets of, or otherwise acquire, any other party; (xi) entered into any strategic alliance, partnership, joint venture or similar arrangement with any other party; (xii) incurred or agreed to incur any Debt or prepaid or made any prepayments in respect of Debt; (xiii) issued or agreed to issue to any party, any shares of stock or other securities; (xiv) redeemed, purchased or agreed to redeem or purchase any of its outstanding shares of capital stock or other securities; (xv) increased the rate of compensation payable or to become payable to any of its officers, directors, employees or agents over the rate being paid to them as of June 30, 1996 or agreed to do so otherwise than in accordance with contractual agreements with such parties; (xvi) made or agreed to make any charitable contributions or incurred or agreed to incur any non-business expenses; or (xvii) charged off any bad debts or increased its bad debt reserve except in the manner consistent with its past practices. SECTION 14.2311.23

Extraordinary Transactions. Except as disclosed in the Miracle Partners Xxxxxxx Car Wash Disclosure Letter or otherwise permitted by this Agreement, since June 30, 1997, Miracle Partners Xxxxxxx Car Wash has not (Ii) mortgaged, pledged or subjected to any Encumbrance any of its assets; (ii) canceled or compromised any claim of or debts owed to it; (iii) sold, licensed, leased, exchanged or transferred any of its assets except in the ordinary course of business; (iv) entered into any material transaction other than in the ordinary course of business; (v) experienced any material change in the relationship or course of dealing with any supplier, customer or creditor; (vi) suffered any material destruction, loss or damage to any of its assets; (vii) made any management decisions involving any material change in its policies with regard to pricing, sales, purchasing or other business, financial, accounting (including reserves and the amounts thereof) or tax policies or practices; (viii) declared, set aside or paid any dividends on or made any distributions in respect of any outstanding shares of capital stock or made any other distributions or payments to any of its shareholders; (ix) submitted any bid, proposal, quote or commitment to any party in response to a request for proposal or otherwise; (x) engaged in any merger or consolidation with, or agreed to merge or consolidate with, or purchased or agreed to purchase, all or substantially all of the assets of, or otherwise acquire, any other party; (xi) entered into any strategic alliance, partnership, joint venture or similar arrangement with any other party; (xii) incurred or agreed to incur any Debt or prepaid or made any prepayments in respect of Debt; (xiii) issued or agreed to issue to any party, any shares of stock or other securities; (xiv) redeemed, purchased or agreed to redeem or purchase any of its outstanding shares of capital stock or other securities; (xv) increased the rate of compensation payable or to become payable to any of its officers, directors, employees or agents over the rate being paid to them as of June 30, 1996 or agreed to do so otherwise than in accordance with contractual agreements with such parties; (xvi) made or agreed to make any charitable contributions or incurred or agreed to incur any non-business expenses; or (xvii) charged off any bad debts or increased its bad debt reserve except in the manner consistent with its past practices. SECTION 14.2312.23

Extraordinary Transactions. Except as disclosed in the Miracle Partners Disclosure Letter or otherwise permitted by this Agreementset forth on Schedule 3.22, since June 30October 31, 19971995, Miracle Partners no Seller has not (Ii) mortgaged, pledged or subjected to any Encumbrance any of its assetsthe Assets; (ii) canceled or compromised any claim of or debts owed to it; (iii) sold, licensed, leased, exchanged or transferred any of its assets except in the ordinary course of businessassets; (iv) sold, assigned, transferred or licensed any of its Intellectual Property or Technology to any other party; (v) waived any rights; (vi) entered into any material transaction other than in the ordinary course of businesstransaction; (vvii) experienced suffered any material change in the relationship or course of dealing with any suppliercustomer, customer supplier or creditor; (viviii) suffered any material destruction, loss or damage to any of its assetsthe Assets; (viiix) made any management decisions involving any material change in its policies with regard to pricing, sales, purchasing or other business, financial, accounting (including reserves and the amounts thereof) or tax Tax policies or practices; (viiix) declared, set aside or paid any dividends on or made any distributions in respect of any outstanding shares of capital stock or made any other distributions or payments to any of its shareholderspartners; (ixxi) submitted any bid, proposal, quote or commitment to any Governmental Authority or third party in response to a request for proposal or otherwise; (xxii) engaged in any merger or consolidation with, or agreed to merge or consolidate with, or purchased or agreed to purchase, all or substantially all of the assets of, or otherwise acquire, any other partyPerson; (xixiii) entered into any strategic alliance, partnership, joint venture or similar arrangement with any other partyPerson; (xiixiv) incurred or agreed to incur any Debt or prepaid or made any prepayments in respect of Debtindebtedness for borrowed money; (xiiixv) issued or agreed to issue to any party, any shares of stock or other securities; (xivxvi) redeemed, purchased or agreed to redeem or purchase any of its outstanding shares of capital stock or other securities; (xvxvii) increased the rate of compensation payable or to become payable to CFC or any of its Seller's officers, directors, employees Employees or agents who receive more than $75,000 as a base salary over the rate being paid to them as of June 30October 31, 1996 1995 or agreed to do so otherwise than in accordance with contractual agreements with such parties; (xvi) parties and, in the case of Employees other than Hangar Managers, other than year end increases made or agreed to make any charitable contributions or incurred or agreed to incur any non-in the ordinary course of business expensesconsistent with past practice; or (xviixviii) charged off any bad debts or increased its bad debt reserve except in the manner consistent with its past practices which have been disclosed to Buyer; except, with respect to the foregoing items set forth in clauses (i) through (xviii) above where such transactions, events or occurrences took place in the ordinary course of the Business consistent with past practices. SECTION 14.23.

Extraordinary Transactions. Except as disclosed in the Miracle Partners Industries Disclosure Letter or otherwise permitted by this Agreement, since June 30, 1997, neither Miracle Partners Industries nor Hydro-Spray or Indy Ventures has not (Ii) mortgaged, pledged or subjected to any Encumbrance any of its assets; (ii) canceled or compromised any claim of or debts owed to it; (iii) sold, licensed, leased, exchanged or transferred any of its assets except in the ordinary course of business; (iv) entered into any material transaction other than in the ordinary course of business; (v) experienced any material change in the relationship or course of dealing with any supplier, customer or creditor; (vi) suffered any material destruction, loss or damage to any of its assets; (vii) made any management decisions involving any material change in its policies with regard to pricing, sales, purchasing or other business, financial, accounting (including reserves and the amounts thereof) or tax policies or practices; (viii) declared, set aside or paid any dividends on or made any distributions in respect of any outstanding shares of capital stock or made any other distributions or payments to any of its shareholdersthe Selling Stockholders; (ix) submitted any bid, proposal, quote or commitment to any party in response to a request for proposal or otherwise; (x) engaged in any merger or consolidation with, or agreed to merge or consolidate with, or purchased or agreed to purchase, all or substantially all of the assets of, or otherwise acquire, any other party; (xi) entered into any strategic alliance, partnership, joint venture or similar arrangement with any other party; (xii) incurred or agreed to incur any Debt or prepaid or made any prepayments in respect of Debt; (xiii) issued or agreed to issue to any party, any shares of stock or other securities; (xiv) redeemed, purchased or agreed to redeem or purchase any of its outstanding shares of capital stock or other securities; (xv) increased the rate of compensation payable or to become payable to any of its officers, directors, employees or agents over the rate being paid to them as of June 30, 1996 or agreed to do so otherwise than in accordance with contractual agreements with such parties; (xvi) made or agreed to make any charitable contributions or incurred or agreed to incur any non-business expenses; or (xvii) charged off any bad debts or increased its bad debt reserve except in the manner consistent with its past practices. SECTION 14.23.

Extraordinary Transactions. Except as disclosed in the Miracle Partners Disclosure Letter or otherwise permitted by this Agreement, since June 30December 31, 1997, Miracle Partners Aero has not (Ia) mortgaged, pledged or subjected to any Encumbrance any of its assets; (iib) canceled or compromised any claim of or debts owed to it; (iiic) sold, licensed, leased, exchanged or transferred any of its assets except in the ordinary course of business; (ivd) entered into any material transaction other than in the ordinary course of business; (ve) experienced any material change in the relationship or course of dealing with any supplier, franchisee, customer or creditor; (vif) suffered any material destruction, loss or damage to any of its assets; (viig) made any management decisions involving any material change in its policies with regard to pricing, sales, purchasing or other business, financial, accounting (including reserves and the amounts thereof) or tax policies or practices; (viiih) declared, set aside or paid any dividends on or made any distributions in respect of any outstanding shares of capital stock membership interests or made any other distributions or payments to any of its shareholdersthe members of Aero; (ixi) submitted any bid, proposal, quote or commitment to any party in response to a request for proposal or otherwise; (xj) engaged in any merger or consolidation with, or agreed to merge or consolidate with, or purchased or agreed to purchase, all or substantially all of the assets of, or otherwise acquire, any other party; (xik) entered into any strategic alliance, partnership, joint venture or similar arrangement with any other party; (xiil) incurred or agreed to incur any Debt or prepaid or made any prepayments in respect of Debt; (xiiim) issued or agreed to issue to any party, any shares of stock or other securities; (xivn) redeemed, purchased or agreed to redeem or purchase any of its outstanding shares of capital stock or other securities; (xvo) increased the rate of compensation payable or to become payable to any of its officers, directors, employees or agents over the rate being paid to them as of June 30December 31, 1996 1997, or agreed to do so otherwise than in accordance with contractual agreements with such parties; (xvip) made or agreed to make any charitable contributions or incurred or agreed to incur any non-business expenses; or (xviiq) charged off any bad debts or increased its bad debt reserve except in the manner consistent with its past practices. SECTION 14.23.

Extraordinary Transactions. Except as disclosed in the Miracle Partners Rocky Mountain II Disclosure Letter or otherwise permitted by this Agreement, since June 30, 1997, Miracle Partners Rocky Mountain II has not (Ii) mortgaged, pledged or subjected to any Encumbrance any of its assets; (ii) canceled or compromised any claim of or debts owed to it; (iii) sold, licensed, leased, exchanged or transferred any of its assets except in the ordinary course of business; (iv) entered into any material transaction other than in the ordinary course of business; (v) experienced any material change in the relationship or course of dealing with any supplier, customer or creditor; (vi) suffered any material destruction, loss or damage to any of its assets; (vii) made any management decisions involving any material change in its policies with regard to pricing, sales, purchasing or other business, financial, accounting (including reserves and the amounts thereof) or tax policies or practices; (viii) declared, set aside or paid any dividends on or made any distributions in respect of any outstanding shares of capital stock or made any other distributions or payments to any of its shareholders; (ix) submitted any bid, proposal, quote or commitment to any party in response to a request for proposal or otherwise; (x) engaged in any merger or consolidation with, or agreed to merge or consolidate with, or purchased or agreed to purchase, all or substantially all of the assets of, or otherwise acquire, any other party; (xi) entered into any strategic alliance, partnership, joint venture or similar arrangement with any other party; (xii) incurred or agreed to incur any Debt or prepaid or made any prepayments in respect of Debt; (xiii) issued or agreed to issue to any party, any shares of stock or other securities; (xiv) redeemed, purchased or agreed to redeem or purchase any of its outstanding shares of capital stock or other securities; (xv) increased the rate of compensation payable or to become payable to any of its officers, directors, employees or agents over the rate being paid to them as of June 30, 1996 or agreed to do so otherwise than in accordance with contractual agreements with such parties; (xvi) made or agreed to make any charitable contributions or incurred or agreed to incur any non-business expenses; or (xvii) charged off any bad debts or increased its bad debt reserve except in the manner consistent with its past practices. SECTION 14.23.

Extraordinary Transactions. Except as disclosed in the Miracle Partners Disclosure Letter or otherwise permitted by this Agreement, since June 30March 31, 19971998, Miracle Partners none of ITS PLC or any of the ITS Subsidiaries has not (Ia) mortgaged, pledged or subjected to any Encumbrance any of its assets; (iib) canceled or compromised any claim of or debts owed to it; (iiic) sold, licensed, leased, exchanged or transferred any of its assets except in the ordinary course of business; (ivd) entered into any material transaction other than in the ordinary course of business; (ve) experienced any material change in the relationship or course of dealing with any supplier, franchisee, customer or creditor; (vif) suffered any material destruction, loss or damage to any of its assets; (viig) made any management decisions involving any material change in its policies with regard to pricing, sales, purchasing or other business, financial, accounting (including reserves and the amounts thereof) or tax policies or practices; (viiih) declared, set aside or paid any dividends on or made any distributions in respect of any outstanding shares of capital stock or made any other distributions or payments to any of its shareholdersstockholders; (ixi) submitted any bid, proposal, quote or commitment to any party in response to a request for proposal or otherwise; (xj) engaged in any merger or consolidation with, or agreed to merge or consolidate with, or purchased or agreed to purchase, all or substantially all of the assets of, or otherwise acquire, any other party; (xik) entered into any strategic alliance, partnership, joint venture or similar arrangement with any other party; (xiil) incurred or agreed to incur any Debt or prepaid or made any prepayments in respect of Debt; (xiiim) issued or agreed to issue to any party, any shares of stock or other securities; (xivn) redeemed, purchased or agreed to redeem or purchase any of its outstanding shares of capital stock or other securities; (xvo) increased the rate of compensation payable or to become payable to any of its officers, directors, employees or agents over the rate being paid to them as of June 30March 31, 1996 1998 or agreed to do so otherwise than in accordance with contractual agreements with such parties; (xvip) made or agreed to make any charitable contributions or incurred or agreed to incur any non-business expenses; or (xviiq) charged off any bad debts or increased its bad debt reserve except in the manner consistent with its past practices. SECTION 14.23.

Extraordinary Transactions. Except as disclosed in the Miracle Partners Prema Properties Disclosure Letter or otherwise permitted by this Agreement, since June 30, 1997, Miracle Partners Prema Properties has not (Ii) mortgaged, pledged or subjected to any Encumbrance any of its assets; (ii) canceled or compromised any claim of or debts owed to it; (iii) sold, licensed, leased, exchanged or transferred any of its assets except in the ordinary course of business; (iv) entered into any material transaction other than in the ordinary course of business; (v) experienced any material change in the relationship or course of dealing with any supplier, customer or creditor; (vi) suffered any material destruction, loss or damage to any of its assets; (vii) made any management decisions involving any material change in its policies with regard to pricing, sales, purchasing or other business, financial, accounting (including reserves and the amounts thereof) or tax policies or practices; (viii) declared, set aside or paid any dividends on or made any distributions in respect of any outstanding shares of capital stock or made any other distributions or payments to any of its shareholders; (ix) submitted any bid, proposal, quote or commitment to any party in response to a request for proposal or otherwise; (x) engaged in any merger or consolidation with, or agreed to merge or consolidate with, or purchased or agreed to purchase, all or substantially all of the assets of, or otherwise acquire, any other party; (xi) entered into any strategic alliance, partnership, joint venture or similar arrangement with any other party; (xii) incurred or agreed to incur any Debt or prepaid or made any prepayments in respect of Debt; (xiii) issued or agreed to issue to any party, any shares of stock or other securities; (xiv) redeemed, purchased or agreed to redeem or purchase any of its outstanding shares of capital stock or other securities; (xv) increased the rate of compensation payable or to become payable to any of its officers, directors, employees or agents over the rate being paid to them as of June 30, 1996 or agreed to do so otherwise than in accordance with contractual agreements with such parties; (xvi) made or agreed to make any charitable contributions or incurred or agreed to incur any non-business expenses; or (xvii) charged off any bad debts or increased its bad debt reserve except in the manner consistent with its past practices. SECTION 14.23.

Extraordinary Transactions. Except as disclosed in the Miracle Partners Xxxxxxx Car Wash Disclosure Letter or otherwise permitted by this Agreement, since June 30, 1997, Miracle Partners Xxxxxxx Car Wash has not (Ii) mortgaged, pledged or subjected to any Encumbrance any of its assets; (ii) canceled or compromised any claim of or debts owed to it; (iii) sold, licensed, leased, exchanged or transferred any of its assets except in the ordinary course of business; (iv) entered into any material transaction other than in the ordinary course of business; (v) experienced any material change in the relationship or course of dealing with any supplier, customer or creditor; (vi) suffered any material destruction, loss or damage to any of its assets; (vii) made any management decisions involving any material change in its policies with regard to pricing, sales, purchasing or other business, financial, accounting (including reserves and the amounts thereof) or tax policies or practices; (viii) declared, set aside or paid any dividends on or made any distributions in respect of any outstanding shares of capital stock or made any other distributions or payments to any of its shareholders; (ix) submitted any bid, proposal, quote or commitment to any party in response to a request for proposal or otherwise; (x) engaged in any merger or consolidation with, or agreed to merge or consolidate with, or purchased or agreed to purchase, all or substantially all of the assets of, or otherwise acquire, any other party; (xi) entered into any strategic alliance, partnership, joint venture or similar arrangement with any other party; (xii) incurred or agreed to incur any Debt or prepaid or made any prepayments in respect of Debt; (xiii) issued or agreed to issue to any party, any shares of stock or other securities; (xiv) redeemed, purchased or agreed to redeem or purchase any of its outstanding shares of capital stock or other securities; (xv) increased the rate of compensation payable or to become payable to any of its officers, directors, employees or agents over the rate being paid to them as of June 30, 1996 or agreed to do so otherwise than in accordance with contractual agreements with such parties; (xvi) made or agreed to make any charitable contributions or incurred or agreed to incur any non-business expenses; or (xvii) charged off any bad debts or increased its bad debt reserve except in the manner consistent with its past practices. SECTION 14.23126

Extraordinary Transactions. Except as disclosed in the Miracle Partners Disclosure Letter or otherwise permitted by this Agreement, since June 30, 1997, Miracle Partners has not (I) mortgaged, pledged or subjected to any Encumbrance any of its assets; (ii) canceled or compromised any claim of or debts owed to it; (iii) sold, licensed, leased, exchanged or transferred any of its assets except in the ordinary course of business; (iv) entered into any material transaction other than in the ordinary course of business; (v) experienced any material change in the relationship or course of dealing with any supplier, customer or creditor; (vi) suffered any material destruction, loss or damage to any of its assets; (vii) made any management decisions involving any material change in its policies with regard to pricing, sales, purchasing or other business, financial, accounting (including reserves and the amounts thereof) or tax policies or practices; (viii) declared, set aside or paid any dividends on or made any distributions in respect of any outstanding shares of capital stock or made any other distributions or payments to any of its shareholders; (ix) submitted any bid, proposal, quote or commitment to any party in response to a request for proposal or otherwise; (x) engaged in any merger or consolidation with, or agreed to merge or consolidate with, 139 or purchased or agreed to purchase, all or substantially all of the assets of, or otherwise acquire, any other party; (xi) entered into any strategic alliance, partnership, joint venture or similar arrangement with any other party; (xii) incurred or agreed to incur any Debt or prepaid or made any prepayments in respect of Debt; (xiii) issued or agreed to issue to any party, any shares of stock or other securities; (xiv) redeemed, purchased or agreed to redeem or purchase any of its outstanding shares of capital stock or other securities; (xv) increased the rate of compensation payable or to become payable to any of its officers, directors, employees or agents over the rate being paid to them as of June 30, 1996 or agreed to do so otherwise than in accordance with contractual agreements with such parties; (xvi) made or agreed to make any charitable contributions or incurred or agreed to incur any non-business expenses; or (xvii) charged off any bad debts or increased its bad debt reserve except in the manner consistent with its past practices. SECTION 14.23.

Extraordinary Transactions. Except as disclosed in the Miracle Partners Rocky Mountain I Disclosure Letter or otherwise permitted by this Agreement, since June 30, 1997, Miracle Partners Rocky Mountain I has not (I) mortgaged, pledged or subjected to any Encumbrance any of its assets; (ii) canceled or compromised any claim of or debts owed to it; (iii) sold, licensed, leased, exchanged or transferred any of its assets except in the ordinary course of business; (iv) entered into any material transaction other than in the ordinary course of business; (v) experienced any material change in the relationship or course of dealing with any supplier, customer or creditor; (vi) suffered any material destruction, loss or damage to any of its assets; (vii) made any management decisions involving any material change in its policies with regard to pricing, sales, purchasing or other business, financial, accounting (including reserves and the amounts thereof) or tax policies or practices; (viii) declared, set aside or paid any dividends on or made any distributions in respect of any outstanding shares of capital stock or made any other distributions or payments to any of its shareholders; (ix) submitted any bid, proposal, quote or commitment to any party in response to a request for proposal or otherwise; (x) engaged in any merger or consolidation with, or agreed to merge or consolidate with, or purchased or agreed to purchase, all or substantially all of the assets of, or otherwise acquire, any other party; (xi) entered into any strategic alliance, partnership, joint venture or similar arrangement with any other party; (xii) incurred or agreed to incur any Debt or prepaid or made any prepayments in respect of Debt; (xiii) issued or agreed to issue to any party, any shares of stock or other securities; (xiv) redeemed, purchased or agreed to redeem or purchase any of its outstanding shares of capital stock or other securities; (xv) increased the rate of compensation payable or to become payable to any of its officers, directors, employees or agents over the rate being paid to them as of June 30, 1996 or agreed to do so otherwise than in accordance with contractual agreements with such parties; (xvi) made or agreed to make any charitable contributions or incurred or agreed to incur any non-business expenses; or (xvii) charged off any bad debts or increased its bad debt reserve except in the manner consistent with its past practices. SECTION 14.2391

Extraordinary Transactions. Except as disclosed in the Miracle Partners WE JAC Disclosure Letter or as otherwise permitted by this Agreement, since June 30, 1997, Miracle Partners neither WE JAC nor any of its Subsidiaries has not (Ii) mortgaged, pledged or subjected to any Encumbrance any of its assets; (ii) canceled or compromised any claim of or debts owed to it; (iii) sold, licensed, leased, exchanged or transferred any of its assets except in the ordinary course of business; (iv) entered into any material transaction other than in the ordinary course of business; (v) experienced any material change in the relationship or course of dealing with any supplier, franchisee, customer or creditor; (vi) suffered any material destruction, loss or damage to any of its assets; (vii) made any management decisions involving any material change in its policies with regard to pricing, sales, purchasing or other business, financial, accounting (including reserves and the amounts thereof) or tax policies or practices; (viii) declared, set aside or paid any dividends on or made any distributions in respect of any outstanding shares of capital stock or made any other distributions or payments to any of its shareholdersthe shareholders of WE JAC; (ix) submitted any bid, proposal, quote or commitment to any party in response to a request for proposal or otherwise; (x) engaged in any merger or consolidation with, or agreed to merge or consolidate with, or purchased or agreed to purchase, all or substantially all of the assets of, or otherwise acquire, any other party; (xi) entered into any strategic alliance, partnership, joint venture or similar arrangement with any other party; (xii) incurred or agreed to incur any Debt or prepaid or made any prepayments in respect of Debt; (xiii) issued or agreed to issue to any party, any shares of stock or other securities; (xiv) redeemed, purchased or agreed to redeem or purchase any of its outstanding shares of capital stock or other securities; (xv) increased the rate of compensation payable or to become payable to any of its officers, directors, employees or agents over the rate being paid to them as of June 30, 1996 1997 or agreed to do so otherwise than in accordance with contractual agreements with such parties; (xvi) made or agreed to make any charitable contributions or incurred or agreed to incur any non-business expenses; or (xvii) charged off any bad debts or increased its bad debt reserve except in the manner consistent with its past practices. SECTION 14.23.

Extraordinary Transactions. Except as disclosed in the Miracle Partners Lube Ventures Disclosure Letter or otherwise permitted by this Agreement, since June 30, 1997, Miracle Partners Lube Ventures has not (Ii) mortgaged, pledged or subjected to any Encumbrance any of its assets; (ii) canceled or compromised any claim of or debts owed to it; (iii) sold, licensed, leased, exchanged or transferred any of its assets except in the ordinary course of business; (iv) entered into any material transaction other than in the ordinary course of business; (v) experienced any material change in the relationship or course of dealing with any supplier, franchisee, customer or creditor; (vi) suffered any material destruction, loss or damage to any of its assets; (vii) made any management decisions involving any material change in its policies with regard to pricing, sales, purchasing or other business, financial, accounting (including reserves and the amounts thereof) or tax policies or practices; (viii) declared, set aside or paid any dividends on or made any distributions in respect of any outstanding shares of capital stock or made any other distributions or payments to any of its shareholders; (ix) submitted any bid, proposal, quote or commitment to any party in response to a request for proposal or otherwise; (x) engaged in any merger or consolidation with, or agreed to merge or consolidate with, or purchased or agreed to purchase, all or substantially all of the assets of, or otherwise acquire, any other party; (xi) entered into any strategic alliance, partnership, joint venture or similar arrangement with any other party; (xii) incurred or agreed to incur any Debt or prepaid or made any prepayments in respect of Debt; (xiii) issued or agreed to issue to any party, any shares of stock or other securities; (xiv) redeemed, purchased or agreed to redeem or purchase any of its outstanding shares of capital stock or other securities; (xv) increased the rate of compensation payable or to become payable to any of its officers, directors, employees or agents over the rate being paid to them as of June 30, 1996 1997 or agreed to do so otherwise than in accordance with contractual agreements with such parties; (xvi) made or agreed to make any charitable contributions or incurred or agreed to incur any non-business expenses; or (xvii) charged off any bad debts or increased its bad debt reserve except in the manner consistent with its past practices. SECTION 14.23.

Extraordinary Transactions. Except as disclosed in Since the Miracle Partners Disclosure Letter or otherwise permitted by this AgreementBalance Sheet Date, since June 30, 1997, Miracle Partners neither PFP nor any of the other Praxis Companies has not (Ii) mortgaged, pledged or subjected to any Encumbrance any assets of its assetsPFP and any of the other Praxis Companies; (ii) canceled or compromised any claim of or debts owed to it; (iii) sold, licensed, leased, exchanged or transferred any of its assets except in the ordinary course of business; (iv) entered into any material transaction other than in the ordinary course of business; (v) experienced any material change in the relationship or course of dealing with any supplier, customer or creditor; (vi) suffered any material destruction, loss or damage to any of its assets; (vii) made any management decisions involving any material change in its policies with regard to pricing, sales, purchasing or other business, financial, accounting (including reserves and the amounts thereof) or tax policies or practices; (viii) declared, set aside or paid any dividends on or made any distributions in respect of any outstanding shares of capital stock or made any other distributions or payments to any of its shareholdersthe PFP Stockholders or PFP, the Retained Praxis Companies or any Affiliate of any of the foregoing; (ix) submitted any bid, proposal, quote or commitment to any party in response to a request for proposal or otherwise; (x) engaged in any merger or consolidation with, or agreed to merge or consolidate with, or purchased or agreed to purchase, all or substantially all of the assets or capital stock of, or otherwise acquire, any other party; (xi) entered into any strategic alliance, partnership, joint venture or similar arrangement with any other party; (xii) incurred or agreed to incur any Debt or prepaid or made any prepayments in respect of Debt; (xiii) issued or agreed to issue to any party, any shares of stock or other securities; (xiv) redeemed, purchased or agreed to redeem or purchase any of its outstanding shares of capital stock or other securities; (xv) employed any employees or, except as specifically agreed by PAC, increased the rate of compensation payable or to become payable to any of its officers, directors, employees or agents over the rate being paid to them as of June 30, 1996 the Balance Sheet Date or agreed to do so otherwise than in accordance with contractual agreements with such partiesparties (which contractual arrangements have been disclosed to the PAC Parties in accordance herewith); (xvi) made or agreed to make any charitable contributions or incurred or agreed to incur any non-business expenses; or (xvii) charged off any bad debts or increased its bad debt reserve except in the manner consistent with its past practices. SECTION 14.23practices which have been disclosed to the PAC Parties.