Common use of Interim Conduct of Business Clause in Contracts

Interim Conduct of Business. Except as otherwise contemplated by this Agreement or as disclosed in the Disclosure Statement, since August 31, 1997, none of the Selling Entities have: (a) sold, assigned, leased, exchanged, transferred or otherwise disposed of any material portion of its assets or property, except for sales of Inventory and cash applied in the payment of any of the Selling Entities' Liabilities, in the usual and ordinary course of business in accordance with the Selling Entities' past practices; (b) suffered any material casualty, damage, destruction or loss, or interruption in use, of any material asset, property or portion of Inventory (whether or not covered by insurance), on account of fire, flood, riot, strike or other hazard or Act of God; (c) written off any material asset as unusable or obsolete or for any other reason; (d) made or suffered any material change in the conduct or nature of any aspect of its business, whether or not made in the ordinary course of business or whether or not such change had a material adverse effect of the financial condition or operations of the Selling Entities; (e) waived any material right arising out of the conduct of, or with respect to, their respective businesses; (f) made (or committed to make) capital expenditures in an amount which exceeds $10,000 for any item or $50,000 in the aggregate; (g) discharged any material liability except in the usual and ordinary course of business in accordance with past practices, or prepaid any liability; (h) made any change in accounting methods or principles; (i) entered into any material transaction with, or made any payment to, or incurred any liability to, any Related Party; (j) made any payments or distributions to its employees, officers or directors except such amounts as constitute currently effective compensation for services rendered, or reimbursement for reasonable ordinary and necessary out-of-pocket business expenses; (k) paid or incurred any management or consulting fees, or engaged any consultants; (l) adopted any new Plan, Welfare Plan or Employee Benefit Plan; (m) issued or sold any securities of any class; (n) paid, declared or set aside any dividend or other distribution on its securities of any class or purchased, exchanged or redeemed any of its securities of any class; or (o) without limitation by the enumeration of any of the foregoing, entered into any transaction other than in accordance with past practices. Notwithstanding the foregoing, none of the Selling Entities shall be deemed to have breached the terms of this Section 5.26 by entering into this Agreement or by consummating the transactions contemplated hereby.

Interim Conduct of Business. Except as otherwise contemplated by this Agreement or as disclosed in the Disclosure Statement, since August 31November 30, 1997, none of the Selling Entities haveSensor has not: (a) sold, assigned, leased, exchanged, transferred or otherwise disposed of any material portion of its assets or property, except for sales of Inventory and cash applied in the payment of any of the Selling Entities' its Liabilities, in the usual and ordinary course of business in accordance with the Selling Entities' its past practices; (b) suffered any material casualty, damage, destruction or loss, or interruption in use, of any material asset, property or portion of Inventory (whether or not covered by insurance), on account of fire, flood, riot, strike or other hazard or Act of God; (c) written off any material asset as unusable or obsolete or for any other reason; (d) made or suffered any material change in the conduct or nature of any aspect of its business, whether or not made in the ordinary course of business or whether or not such change had a material adverse effect of the financial condition or operations of the Selling EntitiesSensor; (e) waived any material right arising out of the conduct of, or with respect to, their respective businessesits business; (f) made (or committed to make) capital expenditures in an amount which exceeds $10,000 5,000 for any item or $50,000 20,000 in the aggregate; (g) discharged any material liability except in the usual and ordinary course of business in accordance with past practices, or prepaid any liability; (h) made any material change in accounting methods or principles; (i) entered into any material transaction with, or made any payment to, or incurred any liability to, any Related Party; (j) made any material payments or distributions to its employees, officers or directors except such amounts as constitute currently effective compensation for services rendered, or reimbursement for reasonable ordinary and necessary out-of-pocket business expenses; (k) paid or incurred any management or consulting fees, or engaged any consultants; (l) adopted any new Plan, Welfare Plan or Employee Benefit Plan; (m) issued or sold any securities of any class; (n) paid, declared or set aside any dividend or other distribution on its securities of any class or purchased, exchanged or redeemed any of its securities of any class; or (o) without limitation by the enumeration of any of the foregoing, entered into any transaction other than in accordance the ordinary course of business consistent with past practices. Notwithstanding the foregoing, none of the Selling Entities Sensor shall not be deemed to have breached the terms of this Section 5.26 by entering into this Agreement or by consummating the transactions contemplated hereby.

Interim Conduct of Business. Except as otherwise contemplated by --------------------------- this Agreement or as disclosed in the Disclosure StatementAgreement, since August 31November 30, 19971999, none of the Selling Entities haveCompany has not: (a) sold, assigned, leased, exchanged, transferred or otherwise disposed of any material portion of its assets or property, except for sales of Inventory and cash applied in the payment of any of the Selling Entities' Liabilities, Company's liabilities in the usual and ordinary course of business in accordance with the Selling Entities' Company's past practices; (b) written off any asset which has a net book value which exceeds $15,000 individually or $30,000 in the aggregate in value, or suffered any material casualty, damage, destruction or loss, or interruption in use, of any material asset, property or portion of Inventory (whether or not covered by insurance), on account of fire, flood, riot, strike or other hazard or Act of God; (c) written off any material asset as unusable or obsolete or for any other reason; (d) made or suffered any material change in the conduct or nature of any aspect of its business, whether or not made in the ordinary course of business or whether or not such change had a material adverse effect of the financial condition or operations of the Selling Entities; (e) waived any material right arising out of the conduct of, or with respect to, their respective businessesits business which is material to the Company; (fd) made (or committed to make) capital expenditures in an amount which exceeds $10,000 15,000 for any item or $50,000 30,000 in the aggregate; (g) discharged any material liability except in the usual and ordinary course of business in accordance with past practices, or prepaid any liability; (he) made any change in accounting methods or principles; (if) borrowed any money or issued any bonds, debentures, notes or other corporate securities (other than equity securities), including without limitation, those evidencing borrowed money; (g) entered into any material transaction with, or made any payment to, or incurred any liability to, any Related PartyParty (as defined herein) (except for payment of salary and other customary expense reimbursements made in the ordinary course of business to Related Parties who are employees of the Company); (jh) increased the compensation payable to any employee, except for normal pay increases in the ordinary course of business consistent with past practices; (i) made any payments or distributions to its employees, officers or directors except such amounts as constitute currently effective compensation for services rendered, or reimbursement for reasonable ordinary and necessary out-of-pocket business expenses; (kj) paid or incurred any management or consulting fees, or engaged any consultants, except in the ordinary course of business; (k) hired any employee who has an annual salary in excess of $35,000, or employees with aggregate annual salaries or wages in excess of $70,000; (l) terminated any employee having an annual salary or wages in excess of $35,000 or employees with aggregate annual salaries or wages in excess of $70,000; (m) adopted any new Plan, Welfare Plan or Employee Benefit Plan; (mn) issued or sold any securities of any class; (no) discharged any liability except in the usual and ordinary course of business in accordance with past practices, or prepaid any liability; (p) paid, declared or set aside any dividend or other distribution on its securities of any class class, or purchased, exchanged or redeemed any of its securities of any class; or (oq) without limitation by the enumeration of any of the foregoing, entered into any transaction other than in the usual and ordinary course of business in accordance with past practices. Notwithstanding practices which are material to the foregoing, none of the Selling Entities shall be deemed to have breached the terms of this Section 5.26 by entering into this Agreement or by consummating the transactions contemplated herebyCompany.