Common use of No Changes Prior to Closing Date Clause in Contracts

No Changes Prior to Closing Date. Except as set forth on Schedule 3.24, during the period from the Balance Sheet Date to and including the Closing Date, except as otherwise expressly contemplated by this Agreement, none of the Companies has, or will have (a) suffered any material adverse change in their respective working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty or suffered any material casualty loss (whether or not insured), (b) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the Ordinary Course of Business, (c) permitted any of their respective assets to be subjected to any Encumbrances, (d) paid, discharged or satisfied any claim, Encumbrance or liability other than those which are reflected on the Balance Sheets or which were incurred after the Balance Sheet Date in the Ordinary Course of Business, (e) sold, transferred or otherwise disposed of any assets except in the Ordinary Course of Business, (f) made any capital expenditure or commitment therefor, except in the Ordinary Course of Business, (g) made any distribution on any shares of their respective capital stock, or redeemed, purchased or otherwise acquired any shares of their respective capital stock or granted any option, warrant or other right to purchase or acquire any such shares, (h) issued or committed to issue any shares of capital stock or obligations or securities convertible into or exchangeable for shares of capital stock, (i) made any bonus or profit sharing distribution or payment of any kind except in the Ordinary Course of Business, 0) increased their indebtedness for borrowed money, except current borrowings from banks in the Ordinary Course of Business, or made any loan to any Person, (k) written down the value of any inventory or written off as uncollectible any notes or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves, none of which individually or in the aggregate is material to any of the Companies, (l) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee or other employees, or any increase in any benefits payable under any Employee Benefit Plan except in the Ordinary Course of Business, (m) canceled or waived any claims or rights of substantial value, (n) made any change in any method of accounting or auditing practice, (o) otherwise conducted its business or entered into any transaction except in the usual and ordinary manner and in the Ordinary Course of Business, or (p) agreed, whether or not in writing, to do any of the foregoing.

No Changes Prior to Closing Date. Except as set forth on Schedule 3.24, during During the period from the -------------------------------- Balance Sheet Date to and including the Closing Date, except as otherwise expressly contemplated consented to by this AgreementBuyer, none of the Companies hasneither FLS nor AmeriSteel, or will have shall: (a) suffered any material adverse change borrow money in their respective working capitalexcess of $1 million , financial conditionexcept for (i) advances in the ordinary course of business under current credit facilities, assets, liabilities, business or prospects, experienced any labor difficulty or suffered any material casualty loss and (whether or not insured), ii) borrowings to finance the acquisition of the manufacturing facilities of the former Xxxxxxx Rebar Company currently under lease by AmeriSteel; (b) incurred any liability or obligation extend loans other than the conversion of any nature (whether accrued, absolute, contingent or otherwise), except customer accounts receivable into notes receivable in the Ordinary Course of Business, accordance with past practice; (c) permitted acquire or commit to acquire new businesses, or commit to divest itself of any material operating assets, other than those (i) held for sale and reflected as such on the Balance Sheet, or (ii) which are obsolete or non-productive assets; (d) make any dividends or capital distributions; (e) make any capital expenditures beyond current budgeted amounts, plus an additional $10 million; (f) permit any of their respective its material assets to be subjected subject to any Encumbrancesmortgage, (d) paidpledge, discharged lien, security interest, encumbrance, restriction or satisfied any claim, Encumbrance or liability other than those which are reflected on the Balance Sheets or which were incurred after the Balance Sheet Date in the Ordinary Course of Business, (e) sold, transferred or otherwise disposed charge of any assets except in kind outside of the Ordinary Course ordinary course of Business, (f) made any capital expenditure or commitment therefor, except in the Ordinary Course of Business, business; (g) made outside the ordinary course of business, make or permit any distribution on amendment or termination of any shares material contract, agreement or license to which FLS or AmeriSteel is a party or by which it or any of their respective capital stock, its assets and properties are subject or redeemed, purchased or otherwise acquired any shares of their respective capital stock or granted any option, warrant or other right to purchase or acquire any such shares, bound; (h) issued or committed to issue any shares of capital stock or obligations or securities convertible into or exchangeable for shares of capital stock, (i) made any bonus or profit sharing distribution or payment of any kind except in the Ordinary Course of Business, 0) increased their indebtedness for borrowed money, except current borrowings from banks in the Ordinary Course of Business, or made any loan to any Person, (k) written down the value of any inventory or written write off as uncollectible any material notes or accounts receivable, except write-offs in the Ordinary Course ordinary course of Business business charged to applicable reserves, none of which individually or in the aggregate is material to FLS or AmeriSteel; (i) cancel or waive any of the Companies, (l) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee or other employees, or any increase in any benefits payable under any Employee Benefit Plan except in the Ordinary Course of Business, (m) canceled or waived any material claims or rights of substantial value, value outside of the ordinary course of business; (nj) made increase any executive personnel compensation outside of the ordinary course of business consistent with past practices; (k) issue new stock except with respect to existing employee stock plans or arrangements; or (l) change in any method of accounting or auditing practice, (o) otherwise conducted its business or entered into any transaction except in the usual and ordinary manner and in the Ordinary Course of Business, or (p) agreed, whether or not in writing, to do any of the foregoingaccounting.

No Changes Prior to Closing Date. Except as set forth on Schedule 3.24, during the period from Since the Balance Sheet Date to and including the Closing Date, except as otherwise expressly contemplated by this Agreementhereby or disclosed on Schedule 2.21, none of the Companies has, or will have Company has not (a) suffered any material adverse change in their respective working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty or suffered any material casualty loss (whether or not insured), (b) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the Ordinary Course ordinary course of Businessbusiness, consistent with past practices (cb) permitted any of their respective its assets or properties to be subjected to any EncumbrancesLien, (d) paid, discharged or satisfied any claim, Encumbrance or liability other than those which are reflected on the Balance Sheets or which were incurred after the Balance Sheet Date in the Ordinary Course of Business, (ec) sold, transferred or otherwise disposed of any assets except inventory sold in the Ordinary Course ordinary course of Businessbusiness, (fd) made any capital expenditure or commitment therefor, except in the Ordinary Course of Business, (ge) declared or paid any dividend or made any distribution on with respect to any shares of their respective its capital stock, or redeemed, purchased or otherwise acquired any shares of their respective its capital stock or granted or canceled any option, warrant or other right to purchase or acquire any such shares, (h) issued or committed to issue any shares of capital stock or obligations or securities convertible into or exchangeable for shares of capital stock, (if) made any bonus or bonus, profit sharing or other distribution or similar payment of any kind except in the Ordinary Course of Businesskind, 0(g) increased their its indebtedness for borrowed money, except current borrowings from banks in the Ordinary Course of Business, or made any loan to any Personperson, (kh) written down except in the value ordinary course of business, consistent with past practices, made or permitted any amendment or termination of any inventory contract to which the Company is a party or by which it or any of its respective assets and properties are subject or bound, (i) entered into any contract granting any preferential rights to purchase any of the Company’s assets or properties or requiring the consent of any party to the transfer and assignment of any of the Company’s assets or properties, (j) written off as uncollectible any notes or accounts receivable, except write-offs in the Ordinary Course ordinary course of Business business charged to applicable reserves, none of which individually or in the aggregate is material to any of the CompaniesCompany, (lk) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee (or other employees, or any increase in any benefits payable under any Employee Benefit Plan except in the Ordinary Course ordinary course of Businessbusiness), (m1) canceled or waived any claims or rights of substantial value, (nm) made any change in any method of accounting or auditing practice, (on) otherwise conducted its business or entered into any transaction transaction, except in the usual and ordinary manner and in the Ordinary Course ordinary course of Businessits business, or (po) agreed, whether or not in writing, to do any of the foregoing.

No Changes Prior to Closing Date. Except as set forth on Schedule 3.24, during During the period from the Balance Sheet Date to and including the Closing Date, except as otherwise expressly contemplated by this Agreementhereby, none neither of the Companies has, or will have (a) suffered any material adverse change in their respective working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty or suffered any material casualty loss (whether or not insured), (bi) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the Ordinary Course ordinary course of Businessbusiness, (cii) permitted any of their respective its assets to be subjected to any Encumbrancesmortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind, (d) paid, discharged or satisfied any claim, Encumbrance or liability other than those which are reflected on the Balance Sheets or which were incurred after the Balance Sheet Date in the Ordinary Course of Business, (eiii) sold, transferred or otherwise disposed of any assets except product inventory sold in the Ordinary Course ordinary course of Businessbusiness, (fiv) made any capital expenditure or commitment therefor, (v) except as described in the Ordinary Course of BusinessSchedule 2.33 annexed hereto and Section 5.3 below, (g) declared or paid any dividend or made any distribution on any shares of their respective its capital stock, or redeemed, purchased or otherwise acquired any shares of their respective its capital stock or granted or canceled any option, warrant or other right to purchase or acquire any such shares, (h) issued or committed to issue any shares of capital stock or obligations or securities convertible into or exchangeable for shares of capital stock, (ivi) made any bonus or profit sharing distribution or similar payment of any kind except in the Ordinary Course of Businesskind, 0(vii) increased their its indebtedness for borrowed money, except current borrowings from banks in the Ordinary Course of Business, or made any loan to any Personperson, (kviii) written down except in the value ordinary course of business, consistent with past practices of such Company, made or permitted any amendment or termination of any inventory contract, agreement or license to which such Company is a party or by which it or any of its assets and properties are subject or bound, (ix) entered into any agreement or arrangement granting any preferential rights to purchase any of such Company's assets or properties or requiring the consent of any party to the transfer and assignment of any of such Company's assets or properties, (x) written off as uncollectible any notes or accounts receivable, except write-offs in the Ordinary Course ordinary course of Business business charged to applicable reserves, none of which individually or in the aggregate is material to any of the Companiessuch Company, (lxi) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee or other employees, or any increase in any benefits payable under any Employee Benefit Plan except in the Ordinary Course ordinary course of Businessbusiness, (mxii) canceled or waived any claims or rights of substantial value, (nxiii) made any change in any method of accounting or auditing practice, (oxiv) otherwise conducted its business or entered into any transaction transaction, except in the usual and ordinary manner and in the Ordinary Course ordinary course of Businessits business, or (pxv) agreed, whether or not in writing, to do any of the foregoing.

No Changes Prior to Closing Date. Except as set forth on Schedule 3.24SCHEDULE 3.21, during the period from since the Balance Sheet Date to and including the Closing Date, except as otherwise expressly contemplated by this Agreement, none of the Companies has, or will have has (a) suffered any material adverse change in their respective its working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty or suffered any material casualty loss (whether or not insured), ; (b) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the Ordinary Course of Business, ; (c) permitted any of their respective its assets to be subjected to any Encumbrances, ; (d) paid, discharged or satisfied any claim, Encumbrance or liability other than those which are reflected on the Balance Sheets or which were incurred after the Balance Sheet Date in the Ordinary Course of Business, ; (e) sold, transferred or otherwise disposed of any assets except in the Ordinary Course of Business, ; (f) made any capital expenditure or commitment therefor, except in the Ordinary Course of Business, ; (g) made any distribution on any shares of their respective its capital stockstock (other than normal distributions consistent with past practices not exceeding $45,600 in any weekly period), or redeemed, purchased or otherwise acquired any shares of their respective its capital stock or granted any option, warrant or other right to purchase or acquire any such shares, stock; (h) issued or committed to issue any shares of capital stock or obligations or securities convertible into or exchangeable for shares of capital stock, (i) made any bonus or profit sharing distribution or payment of any kind except in the Ordinary Course of Business, 0kind; (i) increased their its indebtedness for borrowed money, except current borrowings from banks in the Ordinary Course of Business, or made any loan to any Person, ; (kj) written down the value of any inventory or written off as uncollectible any notes or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reservesBusiness, none of which individually or in the aggregate is material to any of the Companies, Company; (lk) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee or other employees, or any increase in any benefits payable under any Employee Benefit Plan except in the Ordinary Course of Business, ; (ml) canceled or waived any claims or rights of substantial value, ; (nm) made any change in any method of accounting or auditing practice, practice (oother than the write-off of preopening store organizational costs expenses); (n) otherwise conducted its business or entered into any transaction except in the usual and ordinary manner and in the Ordinary Course of Business, ; or (po) agreed, whether or not in writing, to do any of the foregoingforegoing or take any action or in action which would result in a Breach of any of the representations and warranties set forth in this ARTICLE III.

No Changes Prior to Closing Date. Except as set forth on Schedule 3.24, during During the period from the Balance Sheet Date to and including the Closing Date, except as otherwise expressly contemplated by this Agreementhereby, none of the Companies has, or Company will not have (a) suffered any material adverse change in their respective working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty or suffered any material casualty loss (whether or not insured), (bi) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the Ordinary Course ordinary course of Businessbusiness and under the credit line with Deposit Guaranty, (cii) permitted any of their respective its assets to be subjected to any Encumbrancesmortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind except as may be required under the Deposit Guaranty credit line, (d) paid, discharged or satisfied any claim, Encumbrance or liability other than those which are reflected on the Balance Sheets or which were incurred after the Balance Sheet Date in the Ordinary Course of Business, (eiii) sold, transferred or otherwise disposed of any assets except in the Ordinary Course ordinary course of Businessbusiness, (fiv) made any capital expenditure or commitment therefor, except in the Ordinary Course ordinary course of Businessbusiness, (gv) declared or paid any dividend or made any distribution on any shares of their respective its capital stock, or redeemed, purchased or otherwise acquired any shares of their respective its capital stock or granted any option, warrant or other right to purchase or acquire any such shares, (h) issued or committed to issue any shares of capital stock or obligations or securities convertible into or exchangeable for shares of capital stock, (ivi) made any bonus or profit sharing distribution or payment of any kind except in the Ordinary Course of Businesskind, 0(vii) increased their its indebtedness for borrowed money, except current borrowings from banks in the Ordinary Course ordinary course of Businessbusiness and the Deposit Guaranty credit line, or made any loan to any Person, (kviii) written down the value of any inventory or written off as uncollectible any notes or accounts receivable, except write-offs in the Ordinary Course ordinary course of Business business charged to applicable reserves, none of which individually or in the aggregate is material to any of the CompaniesCompany, (lix) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee or other employees, or any increase in any benefits payable under any Employee Benefit Plan except in the Ordinary Course ordinary course of Businessbusiness, (mx) canceled or waived any claims or rights of substantial value, (nxi) made any change in any method of accounting or auditing practice, (oxii) otherwise conducted its business or entered into any transaction transaction, except in the usual and ordinary manner and in the Ordinary Course ordinary course of Businessits business, or (pxiii) agreed, whether or not in writing, to do any of the foregoing. There shall have been no material adverse change in the financial position, results of operations, business or prospects of Company since the Balance Sheet Date. The Company shall not have not consolidated or merged with, nor sold, leased or otherwise disposed of its properties as an entirety or substantially as an entirety, to any Person.

No Changes Prior to Closing Date. Except as set forth listed on Schedule 3.242.34 ------------- annexed hereto, during the period from the Balance Sheet Date to and including the Closing Date, except as otherwise expressly contemplated by this Agreementhereby, none of the Companies has, or Company will not have (a) suffered any material adverse change in their respective working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty or suffered any material casualty loss (whether or not insured), (b) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the Ordinary Course ordinary course of Businessbusiness, (cb) permitted any of their respective its assets to be subjected to any EncumbrancesEncumbrance other than Permitted Liens, (d) paid, discharged or satisfied any claim, Encumbrance or liability other than those which are reflected on the Balance Sheets or which were incurred after the Balance Sheet Date in the Ordinary Course of Business, (ec) sold, transferred or otherwise disposed of any assets except product inventory sold in the Ordinary Course ordinary course of Businessbusiness, (fd) made any capital expenditure in excess of $10,000 or commitment therefor, except in the Ordinary Course of Business, (ge) declared or paid any dividend or made any distribution on any shares of their respective its capital stock, or redeemed, purchased or otherwise acquired any shares of their respective its capital stock or granted or canceled any option, warrant or other right to purchase or acquire any such shares, (h) issued or committed to issue any shares of capital stock or obligations or securities convertible into or exchangeable for shares of capital stock, (if) made any bonus or profit sharing distribution or similar payment of any kind except in the Ordinary Course of Businesskind, 0(g) increased their its indebtedness for borrowed money, except current borrowings from banks in the Ordinary Course of Business, or made any loan to any Person, (kh) written down except in the value ordinary course of business, consistent with past practices of the Company, made or permitted any amendment or termination of any inventory contract, agreement or license to which the Company is a party or by which it or any of its assets and properties are subject or bound, (i) entered into any agreement or arrangement granting any preferential rights to purchase any of the Company's assets or properties or requiring the consent of any party to the transfer and assignment of any of the Company's assets or properties, (j) written off as uncollectible any notes or accounts receivable, except write-offs in the Ordinary Course ordinary course of Business business charged to applicable reserves, none of which individually or in the aggregate is material to any of the CompaniesCompany, (lk) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee or other employees, or any increase in any benefits payable under any Employee Benefit Plan except in the Ordinary Course ordinary course of Businessbusiness, (ml) canceled or waived any claims or rights of substantial value, (nm) made any change in any method of accounting or auditing practice, (on) otherwise conducted its business or entered into any transaction transaction, except in the usual and ordinary manner and in the Ordinary Course ordinary course of Businessits business, or (po) agreed, whether or not in writing, to do any of the foregoing.

No Changes Prior to Closing Date. Except as set forth on Schedule 3.24, during During the period from the Balance Sheet 20/20 Financial Statement Date to through and including the Closing Date, except as otherwise expressly contemplated by provided for and stated in this AgreementAgreement or as set forth in any Exhibit or Schedule hereto, none the Company will not have, without the express written consent of the Companies has, or will have (a) suffered any material adverse change in their respective working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty or suffered any material casualty loss (whether or not insured)TLC, (bi) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the Ordinary Course ordinary course of Businessbusiness, (cii) permitted any of their respective its assets to be subjected to any Encumbrancesmortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind except in the ordinary course of business and except for purchase money financing to acquire equipment, (d) paid, discharged or satisfied any claim, Encumbrance or liability other than those which are reflected on the Balance Sheets or which were incurred after the Balance Sheet Date in the Ordinary Course of Business, (eiii) sold, transferred or otherwise disposed of any assets except in the Ordinary Course ordinary course of Businessbusiness, (fiv) made any capital expenditure or commitment therefortherefor in excess of $25,000.00 (U.S.), except in the Ordinary Course ordinary course of Businessbusiness, (gv) declared or paid any dividend or made any distribution on any shares of their respective its capital stock, or redeemed, purchased or otherwise acquired any shares of their respective its capital stock or granted any option, warrant or other right to purchase or acquire any such shares, (h) issued or committed to issue any shares of capital stock or obligations or securities convertible into or exchangeable for shares of capital stock, (ivi) made any bonus payments or profit sharing distribution distributions or payment payments of any like kind to the employees, shareholders, officers or directors of the Company except in the Ordinary Course ordinary course of Businessbusiness, 0(vii) increased their its indebtedness for borrowed money, except current borrowings from banks in the Ordinary Course of BusinessTLC, or made any loan to any Personemployee, person or entity, (kviii) written down the value of any inventory or written off as uncollectible any notes or accounts receivable, except write-offs in the Ordinary Course ordinary course of Business business charged to applicable reserves, none of which individually or in the aggregate is material to any of the CompaniesCompany and its subsidiaries, (lix) granted any increase in the rate of wages, salaries, bonuses or other remuneration of to any executive employee or other employeesemployee, or any increase in any benefits payable under any Employee Benefit Plan except in the Ordinary Course ordinary course of Businessbusiness, (mx) canceled cancelled or waived any claims or rights of substantial value, (nxi) made any change in any method of accounting or auditing practicebusiness accounting, (o) otherwise conducted its business or entered into any transaction except in the usual and ordinary manner and in the Ordinary Course ordinary course of Businessits business, (xii) changed the ownership of the shares of the Company's common stock or its capital structure (whether by the issuance or redemption of shares or by granting of options) in contemplation of effecting the Exchange, (xiii) retired, purchased, redeemed or reacquired any shares of its common stock, (xiv) paid any management fees, rent, compensation or other similar fees or expenses to a Shareholder or Insider or any affiliate of a Shareholder or Insider in an amount inconsistent with past practices (except as disclosed and provided for in contracts that are part of the Exhibits), or (pxv) agreed, whether or not in writing, to do any of the foregoing.

No Changes Prior to Closing Date. Except as set forth on Schedule 3.24, during During the period from the Balance Sheet Date to and including the Closing Date, except as otherwise expressly contemplated by this Agreementhereby or in the ordinary course of business, none of neither the Companies has, or Company nor any Subsidiary will have (a) suffered any material adverse change in their respective working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty or suffered any material casualty loss (whether or not insured), (bi) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise),, except none of which, even in the Ordinary Course ordinary course of Businessbusiness, will be materially adverse to the business of the Company or such Subsidiary, (cii) permitted any of their respective its assets to be subjected to any Encumbrancesmortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind, (d) paid, discharged or satisfied any claim, Encumbrance or liability other than those which are reflected on the Balance Sheets or which were incurred after the Balance Sheet Date in the Ordinary Course of Business, (eiii) sold, transferred or otherwise disposed of any assets except in the Ordinary Course of Businessassets, (fiv) made any capital expenditure or commitment therefor, except in the Ordinary Course of Business, (gv) declared or paid any dividend or made any distribution on any shares of their respective its capital stock, or redeemed, purchased or otherwise acquired any shares of their respective its capital stock or granted or canceled any option, warrant or other right to purchase or acquire any such shares, (h) issued or committed to issue any shares of capital stock or obligations or securities convertible into or exchangeable for shares of capital stock, (ivi) made any bonus or profit sharing distribution or similar payment of any kind except in the Ordinary Course of Businesskind, 0(vii) increased their its indebtedness for borrowed money, except current borrowings from banks in the Ordinary Course of Business, or made any loan to any Personperson, (kviii) written down the value made or permitted any amendment or termination of any inventory contract, agreement or license to which it is a party or by which it or any of its assets and properties are subject or bound, (ix) entered into any agreement or arrangement granting any preferential rights to purchase any of its assets or properties or requiring the consent of any party to the transfer and assignment of any of its assets or properties, (x) written off as uncollectible any notes or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves, none of which individually or in the aggregate is material to any of the Companies, receivable (lxi) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee or other employees, or any increase except as set forth in any benefits payable under any Employee Benefit Plan except in the Ordinary Course of Business, Schedule 2.26 (mxii) canceled or waived any claims or rights of substantial value, (nxiii) made any change in any method of accounting or auditing practice, (oxiv) otherwise conducted its business or entered into any transaction except in the usual and ordinary manner and in the Ordinary Course of Businesstransaction, or (pxv) agreed, whether or not in writing, to do any of the foregoing.

No Changes Prior to Closing Date. Except as set forth on Schedule 3.24, during During the period from the Balance Sheet Date to and including the Closing Date, except as otherwise expressly contemplated by this Agreementhereby or as described on Schedule 2.27, none of the Companies has, or Company will not have (a) suffered any material adverse change in their respective working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty or suffered any material casualty loss (whether or not insured), (b) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the Ordinary Course ordinary course of Businessbusiness, (cb) permitted any of their respective its assets to be subjected to any Encumbrancesmortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind, (d) paid, discharged or satisfied any claim, Encumbrance or liability other than those which are reflected on the Balance Sheets or which were incurred after the Balance Sheet Date in the Ordinary Course of Business, (ec) sold, transferred or otherwise disposed of any assets except product inventory sold in the Ordinary Course ordinary course of Businessbusiness, (fd) made any capital expenditure or commitment therefor, except in the Ordinary Course of Business, (ge) declared or paid any dividend or made any distribution on any shares of their respective its capital stock, or redeemed, purchased or otherwise acquired any shares of their respective its capital stock or granted or canceled any option, warrant or other right to purchase or acquire any such shares, (h) issued or committed to issue any shares of capital stock or obligations or securities convertible into or exchangeable for shares of capital stock, (if) made any bonus or profit sharing distribution or similar payment of any kind except in the Ordinary Course of Businesskind, 0(g) increased their its indebtedness for borrowed money, except current borrowings from banks in the Ordinary Course of Business, or made any loan to any Personperson, (kh) written down except in the value ordinary course of business, consistent with past practices of the Company, made or permitted any amendment or termination of any inventory contract, agreement or license to which the Company is a party or by which it or any of its assets and properties are subject or bound, (i) entered into any agreement or arrangement granting any preferential rights to purchase any of the Company's assets or properties or requiring the consent of any party to the transfer and assignment of any of the Company's assets or properties, (j) written off as uncollectible any notes or accounts receivable, except write-offs in the Ordinary Course ordinary course of Business business charged to applicable reserves, none of which individually or in the aggregate is material to any of the CompaniesCompany, (lk) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee or other employees, or any increase in any benefits payable under any Employee Benefit Plan except in the Ordinary Course ordinary course of Businessbusiness, (ml) canceled or waived any claims or rights of substantial value, (nm) made any change in any method of accounting or auditing practice, (on) otherwise conducted its business or entered into any transaction transaction, except in the usual and ordinary manner and in the Ordinary Course ordinary course of Businessits business, or (po) agreed, whether or not in writing, to do any of the foregoing.

No Changes Prior to Closing Date. Except as set forth on Schedule 3.24, during During the period from the Balance Sheet Date to and including the Closing Date, except as otherwise expressly contemplated by this Agreementhereby, none of the Companies has, or will have Company has not: (a) suffered any material adverse change in their respective working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty or suffered any material casualty loss (whether or not insured), (b) incurred any liability indebtedness for borrowed money, assumed, guaranteed, endorsed or obligation otherwise become responsible for obligations of any nature (whether accruedother individual, absolutepartnership, contingent firm or otherwise)corporation, or make any loans or advances to any individual, partnership, firm or corporation, except in the Ordinary Course ordinary course of Business, business and consistent with past practice; (b) issued any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock or any other securities; (c) permitted taken any action outside the ordinary course of their respective assets to be subjected to business, or taken any Encumbrances, action for the primary purpose or effect of generating cash other than in the ordinary course of business; (d) paid, discharged made any change to its charter or satisfied any claim, Encumbrance or liability other than those which are reflected on the Balance Sheets or which were incurred after the Balance Sheet Date in the Ordinary Course of Business, by-laws; (e) sold, transferred or otherwise disposed of any of its properties or assets or canceled, released or assigned any indebtedness owed to it or any claims held by it (except in the Ordinary Course ordinary course of Businessbusiness and consistent with past practice) or mortgaged, pledged or otherwise encumbered any of its properties or assets; (f) made any investment of a capital expenditure nature either by purchase of stock or commitment thereforsecurities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other individual, partnership, firm or corporation, except in the Ordinary Course ordinary course of Business, business and consistent with past practice; (g) made any distribution on any shares of their respective capital stock, or redeemed, purchased or otherwise acquired any shares of their respective capital stock or granted any option, warrant or other right to purchase or acquire any such shares, (h) issued or committed to issue any shares of capital stock or obligations or securities convertible entered into or exchangeable for shares of capital stock, (i) made terminated any bonus material contract or profit sharing distribution or payment of any kind except in the Ordinary Course of Business, 0) increased their indebtedness for borrowed money, except current borrowings from banks in the Ordinary Course of Businessagreement, or made any loan to material change in any Person, of its material contracts; (kh) written down the value of any inventory made or written off as uncollectible any notes or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves, none of which individually or in the aggregate is material granted to any of its employees, director or officers any bonus, wage or salary increase, stock option or any other form of added compensation or gift the Companies, (l) granted any increase timing or amount of which is not in the rate ordinary course of wagesbusiness and consistent with past practices, salaries, bonuses or other remuneration of any executive employee or other employees, or any increase in any benefits payable under any Employee Benefit Plan except in the Ordinary Course of Business, (m) canceled or waived any claims or rights of substantial value, (n) made any change in any method of accounting or auditing practice, (o) otherwise conducted its business or entered into any transaction except in the usual and ordinary manner and in the Ordinary Course of Businessemployment, severance or similar agreement with any officer, director or employee. (i) adopted, or increased the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company; (pj) agreedincurred any damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company; (k) permitted any material change in writingthe accounting methods used by the Company; or (l) entered into any agreement, whether oral or written, to do any of the foregoing.

No Changes Prior to Closing Date. Except as set forth on Schedule 3.24, during the period from the Balance Sheet Date to and including the Closing Date, except as otherwise expressly contemplated by this Agreementhereunder, none of the Companies has, or will have Seller shall cause the Company not to: (a) suffered incur any material adverse change in their respective working capitalIndebtedness for borrowed money, financial conditionassume, assetsguarantee, liabilities, business endorse or prospects, experienced any labor difficulty or suffered any material casualty loss (whether or not insured), (b) incurred any liability or obligation otherwise become responsible for obligations of any nature (whether accruedother individual, absolutepartnership, contingent firm or otherwise)corporation, or make any loans or advances to any individual, partnership, firm or corporation, except in the Ordinary Course ordinary course of Business, business and consistent with past practice; (b) issue any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock or any other securities; (c) permitted pay, or incur any obligation to pay, any dividend on its capital stock or make, or incur any obligation to make, any distribution with respect to its capital stock or redeem, repurchase or otherwise acquire any of their respective assets its capital stock, except as may be necessary to distribute to Seller the net cash proceeds (i.e., after deducting Sale-Leaseback transaction costs paid by the Company from the gross proceeds) of the Sale-Leaseback and/or to distribute to Seller (or an Affiliate of Seller) any Excluded Property; provided, however, that to the extent that Buyer has exercised its rights under Section 8.10 to increase the Purchase Price, the Excluded Properties associated with the increase in Purchase Price shall be subjected retained by the Company and not transferred to any Encumbrances, Seller; (d) paid, discharged make any change to its charter or satisfied any claim, Encumbrance or liability other than those which are reflected on the Balance Sheets or which were incurred after the Balance Sheet Date in the Ordinary Course of Business, by-laws; (e) soldsell, transferred transfer or otherwise disposed dispose of the Assets or cancel, release or assign any assets Indebtedness owed to it or any Claims held by it (except in the Ordinary Course ordinary course of Businessbusiness and consistent with past practice) or mortgage, pledge or otherwise encumber any of its Assets, other than offsets of intercompany receivables against intercompany payables, and other sales, transfers and dispositions made in the ordinary course of business; (f) made make any investment of a capital expenditure nature either by purchase of stock or commitment thereforsecurities, contributions to capital, property transfer or otherwise, or by the purchase of any material property or assets of any other individual, partnership, firm or corporation, except as set forth in Schedule 6.2(a); (g) enter into, amend, or terminate (or not renew) or permit to expire any Material Contract, or make any material change in any of its Material Contracts, except in the Ordinary Course ordinary course of Business, (g) made any distribution on any shares of their respective capital stock, or redeemed, purchased or otherwise acquired any shares of their respective capital stock or granted any option, warrant or other right to purchase or acquire any such shares, business; (h) issued make or committed grant to issue any shares of capital its employees any bonus, wage or salary, increase, stock option or obligations any other form of added compensation or securities convertible into gift, the timing or exchangeable for shares amount of capital stock, which is not in the ordinary course of business; (i) made change any bonus of its accounting methods or profit sharing distribution procedures except as required by GAAP or payment Law; (j) make a revaluation of any kind of its assets or liabilities, including any write-offs, increases or decreases in any reserves or any write-up of the value of inventory, property, plant, equipment or any other asset except as required by GAAP or Law; (k) except as required by the Code, make a material change in Tax methods, material Tax elections or amendments or revocation thereof, or settled or compromised any material Tax dispute with respect to the Company; (l) transfer, assign, license, abandon, fail to maintain or otherwise dispose of any Company Intellectual Property Rights, except in the Ordinary Course ordinary course of Business, 0) increased their indebtedness for borrowed money, except current borrowings from banks in the Ordinary Course of Business, or made any loan to any Person, (k) written down the value of any inventory or written off as uncollectible any notes or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves, none of which individually or in the aggregate is material to any of the Companies, (l) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee or other employees, or any increase in any benefits payable under any Employee Benefit Plan except in the Ordinary Course of Business, business; (m) canceled take any action (or waived fail to take any claims action) that could reasonably be expected to result in the loss, lapse, abandonment, invalidity or rights unenforceability of substantial valueany Company Intellectual Property Rights, except, with respect to Company Intellectual Property Rights that are not material to the Company’s business in the ordinary course of business; (n) made convert any change in any method cash deposits into letters of accounting or auditing practice, credit; (o) otherwise conducted its business or entered enter into any transaction except in the usual and ordinary manner and in the Ordinary Course of Business, commitment (contingent or (potherwise) agreed, whether or not in writing, to do any of the foregoing; or (p) do any other act which would cause any representation or warranty of Seller in this Agreement to be or become untrue in any material respect.

No Changes Prior to Closing Date. Except as set forth on Schedule 3.24, during the period from Since the Balance Sheet Date to and including the Closing Date, except as otherwise expressly contemplated by this Agreementhereby or as disclosed on Schedule 2.21, none of the Companies has, or will have Company has not (a) suffered any material adverse change in their respective working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty or suffered any material casualty loss (whether or not insured), (b) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the Ordinary Course ordinary course of Businessbusiness, consistent with past practices (cb) permitted any of their respective its assets or properties to be subjected to any EncumbrancesLien, (d) paid, discharged or satisfied any claim, Encumbrance or liability other than those which are reflected on the Balance Sheets or which were incurred after the Balance Sheet Date in the Ordinary Course of Business, (ec) sold, transferred or otherwise disposed of any assets except inventory sold in the Ordinary Course ordinary course of Businessbusiness, (fd) made any capital expenditure or commitment therefor, except in the Ordinary Course of Business, (ge) declared or paid any dividend or made any distribution on any shares of their respective its capital stock, or redeemed, purchased or otherwise acquired any shares of their respective its capital stock or granted or canceled any option, warrant or other right to purchase or acquire any such shares, (h) issued or committed to issue any shares of capital stock or obligations or securities convertible into or exchangeable for shares of capital stock, (if) made any bonus or profit sharing distribution or similar payment of any kind except in the Ordinary Course of Businesskind, 0(g) increased their its indebtedness for borrowed money, except current borrowings from banks in the Ordinary Course of Business, or made any loan to any Personperson, (kh) written down except in the value ordinary course of business, consistent with past practices, made or permitted any amendment or termination of any inventory contract to which the Company is a party or by which it or any of its respective assets and properties are subject or bound, (i) entered into any contract granting any preferential rights to purchase any of the Company's assets or properties or requiring the consent of any party to the transfer and assignment of any of the Company's assets or properties, (j) written off as uncollectible any notes or accounts receivable, except write-offs in the Ordinary Course ordinary course of Business business charged to applicable reserves, none of which individually or in the aggregate is material to any of the CompaniesCompany, (lk) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee or other employees, or any increase in any benefits payable under any Employee Benefit Plan except in the Ordinary Course ordinary course of Businessbusiness, (ml) canceled or waived any claims or rights of substantial value, (nm) made any change in any method of accounting or auditing practice, (on) otherwise conducted its business or entered into any transaction transaction, except in the usual and ordinary manner and in the Ordinary Course ordinary course of Businessits business, or (po) agreed, whether or not in writing, to do any of the foregoing.