Common use of Operations of the Company Clause in Contracts

Operations of the Company. (a) Except as set forth on Schedule 4.16 annexed hereto, since March 31, 2001, the Company has not: (i) amended its Certificate of Incorporation or By-Laws or merged with or into or consolidated with any other person, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its business; (ii) issued or sold or purchased, or issued options or rights to subscribe to, or entered into any contracts or commitments to issue or sell or purchase, any shares of its capital stock; (iii) entered into or amended any employment agreement (other than employment agreements or at will employment arrangements entered into or amended in the ordinary course of the Company's business), entered into or amended any agreement with any labor union or association representing any employee, adopted, entered into, or amended any employee benefit plan; (iv) except in the ordinary course of business and not in excess of $25,000 (individually or in the aggregate), incurred any indebtedness for borrowed money; (v) declared or paid any dividends or declared or made any other distributions of any kind to the Stockholders, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock; (vi) materially reduced its cash or short term investments or their equivalent; (vii) waived any right of material value to its business; (viii) made any change in its accounting methods or practices or made any change in depreciation or amortization policies or rates adopted by it; (ix) materially changed any of its business policies; (x) granted or paid any wage or salary increase in excess of $25,000 per annum, or any bonus in excess of $5,000, or any increase in any other direct or indirect compensation, for or to any of its officers, directors, employees, consultants, agents, brokers, independent contractors or other representatives, or any accrual for or commitment or agreement to make or pay the same; (xi) made any loan or advance to any of the Stockholders, its, officers, directors, employees, consultants, agents, brokers, independent contractors or other representatives (other than travel, entertainment or business expense advances made in the ordinary course of business), or made any other loan or advance otherwise than consistently with past practice in the ordinary course of business; (xii) made any payment or commitment to pay any severance or termination pay to any of its officers, directors, consultants, agents, brokers, independent contractors or other representatives, other than payments or commitments to pay persons other than its officers, directors or the Stockholders made in the ordinary course of business; (xiii) entered into any lease (as lessor or lessee); sold, abandoned or made any other disposition of any of its assets or properties (except in the ordinary course of business); granted or suffered any lien or other encumbrance on any of its assets or properties; entered into (except in the ordinary course of business) or amended any contract or other agreement to which it is a party, or by or to which it or its assets or properties are bound or subject, or pursuant to which it agrees to indemnify any party or to refrain from competing with any party; (xiv) except in the ordinary course of business and in amounts less than $10,000 in each case, incurred or assumed any Liability; (xv) made any acquisition of or entered into any agreement to acquire all or any part of the assets, properties, capital stock or business of any other person; (xvi) failed to pay timely any of its material liabilities in accordance with their terms; and (xvii) except in the ordinary course of business, entered into any other material contract or other agreement or other material transaction. (b) Between the date hereof and the Closing, the Company will not, without the prior written consent of Ikon, do any of the things listed in clauses (i) through (xvii) of Section 4.16 (a).

Operations of the Company. Except as contemplated by this Agreement, since the date of the Financial Statements, SATELINX has not (a) Except as set forth on Schedule 4.16 annexed hereto, since March 31, 2001, the Company has not: (i) amended its Certificate or Articles of Incorporation or By-Laws laws or merged with or into or consolidated with any other personperson or entity, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its business; ; (iib) issued or issued, reserved for issuance, sold or purchasedredeemed, repurchased or otherwise acquired, or issued options or rights to subscribe to, or entered into any contracts contract or commitments commitment to issue or issue, sell or purchaseredeem, repurchase or otherwise acquire, any shares of its capital stock; stock or any bonds, notes, debentures or other evidence or indebtedness; (iiic) entered into or amended any employment agreement (other than employment agreements or at will employment arrangements entered into or amended in the ordinary course of the Company's business), entered into or amended any agreement with any labor union or association representing any employee, adopted, entered into, or amended any employee benefit plan; (iv) except in the ordinary course of business and not in excess of $25,000 (individually or in the aggregate), incurred any indebtedness for borrowed money; money or incurred or assumed any other Liability in excess of $10,000 in any one case (vor, in the aggregate, in the case of any related series of occurrences) or $25,000 in the aggregate; (d) declared or paid any dividends or declared or made any other distributions of any kind to the Stockholders, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock; stockholders; (vi) materially reduced its cash or short term investments or their equivalent; (vii) waived any right of material value to its business; (viiie) made any change in its accounting methods or practices or made any change in depreciation or amortization policies policies, except as required by law or rates adopted by it; generally accepted accounting principles; (ix) materially changed any of its business policies; (x) granted or paid any wage or salary increase in excess of $25,000 per annum, or any bonus in excess of $5,000, or any increase in any other direct or indirect compensation, for or to any of its officers, directors, employees, consultants, agents, brokers, independent contractors or other representatives, or any accrual for or commitment or agreement to make or pay the same; (xif) made any loan or advance to any of the Stockholders, its, officers, its stockholders or to any of its directors, officers or employees, consultants, agents, brokers, independent contractors agents or other representatives (other than travel, entertainment or business expense advances made in the ordinary course of business)representatives, or made any other loan or advance advance, otherwise than consistently with past practice in the ordinary course of business; ; (xii) made any payment or commitment to pay any severance or termination pay to any of its officers, directors, consultants, agents, brokers, independent contractors or other representatives, other than payments or commitments to pay persons other than its officers, directors or the Stockholders made in the ordinary course of business; (xiiig) entered into any lease (as lessor or lessee)) under which SATELINX is obligated to make or would receive payments in any one year of $10,000 or more; sold, abandoned or made any other disposition of any of its assets or properties (except in the ordinary course of business)properties; granted or suffered any lien or other encumbrance Lien on any of its assets or properties; entered into (except in the ordinary course of business) or amended any contract or other agreement contracts to which it is a party, or by or to which it or its assets or properties are bound or subject, or pursuant subject which if existing on the date hereof would be required to which it agrees to indemnify any party or to refrain from competing with any party; be disclosed in Schedule 3.17; (xiv) except in the ordinary course of business and in amounts less than $10,000 in each case, incurred or assumed any Liability; (xvh) made any acquisition of or entered into any agreement to acquire all or any a substantial part of the assets, properties, capital stock securities or business of any other person; person or entity; (xvii) failed to pay timely paid, directly or indirectly, any of its material liabilities Liabilities before the same became due in accordance with their terms; and (xvii) except its terms or otherwise than in the ordinary course of business; (j) terminated or failed to renew, or received any written threat (that was no subsequently withdrawn) to terminate or fail to renew, any contract that is or was material to the assets, Liabilities, business, property, operations, prospects, results of operations or condition (financial or otherwise of SATELINX; or (k) entered into any other material contract or other agreement or other material transactiontransaction that materially increases the Liabilities of SATELINX. (b) Between the date hereof and the Closing, the Company will not, without the prior written consent of Ikon, do any of the things listed in clauses (i) through (xvii) of Section 4.16 (a).

Operations of the Company. (a) Except as set forth on Schedule 4.16 annexed 3.17 hereto, since March May 31, 20011999, the Company has not: (i) amended its Certificate of Incorporation or By-Laws laws or merged with or into or consolidated with any other person, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its business; (ii) issued or sold or purchased, or issued options or rights to subscribe to, or entered into any contracts or commitments to issue or sell or purchase, any shares of its capital stock; (iii) entered into or amended any employment agreement (other than employment agreements or at will employment arrangements entered into or amended in the ordinary course of the Company's business), entered into or amended any agreement with any labor union or association representing any employee, adopted, entered into, or amended any employee benefit plan; (iv) except in the ordinary course of business and not in excess of $25,000 (individually or in the aggregate), incurred any indebtedness for borrowed money; (v) declared or paid any dividends or declared or made any other distributions of any kind to the Stockholdersits shareholders, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock; (vi) materially reduced its cash or short term investments or their equivalent; (vii) waived any right of material value to its business; (viii) made any change in its accounting methods or practices or made any change in depreciation or amortization policies or rates adopted by it; (ix) materially changed any of its business policies; (x) except for the Xxxxx Employment Agreement (as defined below) to be executed at the Closing, approved, granted or paid any wage or salary increase in excess of $25,000 per annum, or any bonus in excess of $5,000, or any increase in any other direct or indirect compensation, for or to any of its officers, directors, employees, consultants, agents, brokers, independent contractors or other representatives, or any accrual for or commitment or agreement to make or pay the same; (xi) made any loan or advance to any of the Stockholders, itsits shareholders, officers, directors, employees, consultants, agents, brokers, independent contractors or other representatives (other than travel, entertainment or business expense advances made in the ordinary course of business), or made any other loan or advance otherwise than consistently with past practice in the ordinary course of business; (xii) made any payment or commitment to pay any severance or termination pay to any of its officers, directors, consultants, agents, brokers, independent contractors or other representatives, other than payments or commitments to pay persons other than its officers, directors or the Stockholders shareholders made in the ordinary course of business; (xiii) entered into any lease (as lessor or lessee); sold, abandoned or made any other disposition of any of its assets or properties (except in the ordinary course of business); granted or suffered any lien or other encumbrance on any of its assets or properties; entered into (except in the ordinary course of business) or amended any contract or other agreement to which it is a party, or by or to which it or its assets or properties are bound or subject, or pursuant to which it agrees to indemnify any party or to refrain from competing with any party; (xiv) except in the ordinary course of business and in amounts less than $10,000 in each case, incurred or assumed any Liability; (xv) made any acquisition of or entered into any agreement to acquire all or any part of the assets, properties, capital stock or business of any other person; (xvi) failed to pay timely any of its material liabilities in accordance with their termsterms or otherwise in the ordinary course of business; and (xvii) except in the ordinary course of business, entered into any other material contract or other agreement or other material transaction. (b) Between The Company will not, between the date hereof and the Closing, the Company will not, without the prior written consent of IkonPurchaser, do any of the things listed in clauses (i) through (xvii) of Section 4.16 (a3.17(a), except that on or before the Closing Date Seller shall cause the Company to repay in full all outstanding loans to shareholders and all employee loans, other than customary business expense advances, shall be repaid to the Company or written- off as an asset.

Operations of the Company. Except as contemplated by this Agreement, or as otherwise specified in schedule "B" and itemized with respect to section 3.13 paragraphs (a) Except as set forth on Schedule 4.16 annexed hereto), (b), (c), (d), (e), (f), (g), (h), (i), (j), and (k), since March 31the date of the Financial Statements, 2001, the Company DAIRY has not: not (ia) amended its Certificate or Articles of Incorporation or By-Laws laws or merged with or into or consolidated with any other personperson or entity, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its business; ; (iib) issued or issued, reserved for issuance, sold or purchasedredeemed, repurchased or otherwise acquired, or issued options or rights to subscribe to, or entered into any contracts contract or commitments commitment to issue or issue, sell or purchaseredeem, repurchase or otherwise acquire, any shares of its capital stock; stock or any bonds, notes, debentures or other evidence or indebtedness; (iiic) entered into or amended any employment agreement (other than employment agreements or at will employment arrangements entered into or amended in the ordinary course of the Company's business), entered into or amended any agreement with any labor union or association representing any employee, adopted, entered into, or amended any employee benefit plan; (iv) except in the ordinary course of business and not in excess of $25,000 (individually or in the aggregate), incurred any indebtedness for borrowed money; money or incurred or assumed any other Liability in excess of $10,000 in any one case (vor, in the aggregate, in the case of any related series of occurrences) or $25,000 in the aggregate; (d) declared or paid any dividends or declared or made any other distributions of any kind to the Stockholders, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock; stockholders; (vi) materially reduced its cash or short term investments or their equivalent; (vii) waived any right of material value to its business; (viiie) made any change in its accounting methods or practices or made any change in depreciation or amortization policies policies, except as required by law or rates adopted by it; generally accepted accounting principles; (ix) materially changed any of its business policies; (x) granted or paid any wage or salary increase in excess of $25,000 per annum, or any bonus in excess of $5,000, or any increase in any other direct or indirect compensation, for or to any of its officers, directors, employees, consultants, agents, brokers, independent contractors or other representatives, or any accrual for or commitment or agreement to make or pay the same; (xif) made any loan or advance to any of the Stockholders, its, officers, its stockholders or to any of its directors, officers or employees, consultants, agents, brokers, independent contractors agents or other representatives (other than travel, entertainment or business expense advances made in the ordinary course of business)representatives, or made any other loan or advance advance, otherwise than consistently with past practice in the ordinary course of business; ; (xii) made any payment or commitment to pay any severance or termination pay to any of its officers, directors, consultants, agents, brokers, independent contractors or other representatives, other than payments or commitments to pay persons other than its officers, directors or the Stockholders made in the ordinary course of business; (xiiig) entered into any lease (as lessor or lessee)) under which DAIRY is obligated to make or would receive payments in any one year of $10,000 or more; sold, abandoned or made any other disposition of any of its assets or properties (except in the ordinary course of business)properties; granted or suffered any lien or other encumbrance Lien on any of its assets or properties; entered into (except in the ordinary course of business) or amended any contract or other agreement contracts to which it is a party, or by or to which it or its assets or properties are bound or subject, or pursuant subject which if existing on the date hereof would be required to which it agrees to indemnify any party or to refrain from competing with any party; be disclosed in Schedule 3.17; (xiv) except in the ordinary course of business and in amounts less than $10,000 in each case, incurred or assumed any Liability; (xvh) made any acquisition of or entered into any agreement to acquire all or any a substantial part of the assets, properties, capital stock securities or business of any other person; person or entity; (xvii) failed to pay timely paid, directly or indirectly, any of its material liabilities Liabilities before the same became due in accordance with their terms; and (xvii) except its terms or otherwise than in the ordinary course of business; (j) terminated or failed to renew, or received any written threat (that was no subsequently withdrawn) to terminate or fail to renew, any contract that is or was material to the assets, Liabilities, business, property, operations, prospects, results of operations or condition (financial or otherwise of DAIRY; or (k) entered into any other material contract or other agreement or other material transactiontransaction that materially increases the Liabilities of DAIRY. (b) Between the date hereof and the Closing, the Company will not, without the prior written consent of Ikon, do any of the things listed in clauses (i) through (xvii) of Section 4.16 (a).

Operations of the Company. Except as contemplated by this Agreement, or as otherwise specified in schedule “B” and itemized with respect to section 3.13 paragraphs (a) Except as set forth on Schedule 4.16 annexed hereto), (b), (c), (d), (e), (f), (g), (h), (i), (j), and (k), since March 31the date of the Financial Statements, 2001, the Company NORD has not: not (ia) amended its Certificate or Articles of Incorporation or By-Laws laws or merged with or into or consolidated with any other personperson or entity, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its business; ; (iib) issued or issued, reserved for issuance, sold or purchasedredeemed, repurchased or otherwise acquired, or issued options or rights to subscribe to, or entered into any contracts contract or commitments commitment to issue or issue, sell or purchaseredeem, repurchase or otherwise acquire, any shares of its capital stock; stock or any bonds, notes, debentures or other evidence or indebtedness; (iiic) entered into or amended any employment agreement (other than employment agreements or at will employment arrangements entered into or amended in the ordinary course of the Company's business), entered into or amended any agreement with any labor union or association representing any employee, adopted, entered into, or amended any employee benefit plan; (iv) except in the ordinary course of business and not in excess of $25,000 (individually or in the aggregate), incurred any indebtedness for borrowed money; money or incurred or assumed any other Liability in excess of $10,000 in any one case (vor, in the aggregate, in the case of any related series of occurrences) or $25,000 in the aggregate; (d) declared or paid any dividends or declared or made any other distributions of any kind to the Stockholders, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock; stockholders; (vi) materially reduced its cash or short term investments or their equivalent; (vii) waived any right of material value to its business; (viiie) made any change in its accounting methods or practices or made any change in depreciation or amortization policies policies, except as required by law or rates adopted by it; generally accepted accounting principles; (ix) materially changed any of its business policies; (x) granted or paid any wage or salary increase in excess of $25,000 per annum, or any bonus in excess of $5,000, or any increase in any other direct or indirect compensation, for or to any of its officers, directors, employees, consultants, agents, brokers, independent contractors or other representatives, or any accrual for or commitment or agreement to make or pay the same; (xif) made any loan or advance to any of the Stockholders, its, officers, its stockholders or to any of its directors, officers or employees, consultants, agents, brokers, independent contractors agents or other representatives (other than travel, entertainment or business expense advances made in the ordinary course of business)representatives, or made any other loan or advance advance, otherwise than consistently with past practice in the ordinary course of business; ; (xii) made any payment or commitment to pay any severance or termination pay to any of its officers, directors, consultants, agents, brokers, independent contractors or other representatives, other than payments or commitments to pay persons other than its officers, directors or the Stockholders made in the ordinary course of business; (xiiig) entered into any lease (as lessor or lessee)) under which NORD is obligated to make or would receive payments in any one year of $10,000 or more; sold, abandoned or made any other disposition of any of its assets or properties (except in the ordinary course of business)properties; granted or suffered any lien or other encumbrance Lien on any of its assets or properties; entered into (except in the ordinary course of business) or amended any contract or other agreement contracts to which it is a party, or by or to which it or its assets or properties are bound or subject, or pursuant subject which if existing on the date hereof would be required to which it agrees to indemnify any party or to refrain from competing with any party; be disclosed in Schedule 3.17; (xiv) except in the ordinary course of business and in amounts less than $10,000 in each case, incurred or assumed any Liability; (xvh) made any acquisition of or entered into any agreement to acquire all or any a substantial part of the assets, properties, capital stock securities or business of any other person; person or entity; (xvii) failed to pay timely paid, directly or indirectly, any of its material liabilities Liabilities before the same became due in accordance with their terms; and (xvii) except its terms or otherwise than in the ordinary course of business; (j) terminated or failed to renew, or received any written threat (that was no subsequently withdrawn) to terminate or fail to renew, any contract that is or was material to the assets, Liabilities, business, property, operations, prospects, results of operations or condition (financial or otherwise of NORD; or (k) entered into any other material contract or other agreement or other material transactiontransaction that materially increases the Liabilities of NORD. (b) Between the date hereof and the Closing, the Company will not, without the prior written consent of Ikon, do any of the things listed in clauses (i) through (xvii) of Section 4.16 (a).

Operations of the Company. (a) Except as set forth on Schedule 4.16 annexed heretocontemplated by this Agreement, since March 31, 2001the date of the Financial Statements, the Company has not: : (ia) amended its Certificate of Incorporation or By-Laws laws or merged with or into or consolidated with any other personperson or entity, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its business; ; (iib) issued or issued, reserved for issuance, sold or purchasedredeemed, repurchased or otherwise acquired, or issued options or rights to subscribe to, or entered into any contracts contract or commitments commitment to issue or issue, sell or purchaseredeem, repurchase or otherwise acquire, any shares of its capital stock; stock or any bonds, notes, debentures or other evidence or indebtedness; (iiic) entered into or amended any employment agreement (other than employment agreements or at will employment arrangements entered into or amended in the ordinary course of the Company's business), entered into or amended any agreement with any labor union or association representing any employee, adopted, entered into, or amended any employee benefit plan; (iv) except in the ordinary course of business and not in excess of $25,000 (individually or in the aggregate), incurred any indebtedness for borrowed money; money or incurred or assumed any other liability in excess of $10,000 in any one case (vor, in the aggregate, in the case of any related series of occurrences) or $25,000 in the aggregate; (d) declared or paid any dividends or declared or made any other distributions of any kind to the Stockholders, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock; stockholders; (vi) materially reduced its cash or short term investments or their equivalent; (vii) waived any right of material value to its business; (viiie) made any change in its accounting methods or practices or made any change in depreciation or amortization policies policies, except as required by law or rates adopted by it; generally accepted accounting principles; (ix) materially changed any of its business policies; (x) granted or paid any wage or salary increase in excess of $25,000 per annum, or any bonus in excess of $5,000, or any increase in any other direct or indirect compensation, for or to any of its officers, directors, employees, consultants, agents, brokers, independent contractors or other representatives, or any accrual for or commitment or agreement to make or pay the same; (xif) made any loan or advance to any of the Stockholders, its, officers, its stockholders or to any of its directors, officers or employees, consultants, agents, brokers, independent contractors agents or other representatives (other than travel, entertainment or business expense advances made in the ordinary course of business)representatives, or made any other loan or advance advance, otherwise than consistently with past practice in the ordinary course of business; ; (xii) made any payment or commitment to pay any severance or termination pay to any of its officers, directors, consultants, agents, brokers, independent contractors or other representatives, other than payments or commitments to pay persons other than its officers, directors or the Stockholders made in the ordinary course of business; (xiiig) entered into any lease (as lessor or lessee)) under which the Company is obligated to make or would receive payments in any one year of $10,000 or more; sold, abandoned or made any other disposition of any of its assets or properties (except in the ordinary course of business)properties; granted or suffered any lien or other encumbrance on any of its assets or properties; entered into (except in the ordinary course of business) or amended any contract or other agreement contracts to which it is a party, or by or to which it or its assets or properties are bound or subject, or pursuant to which it agrees to indemnify any party or to refrain from competing with any party; ; (xiv) except in the ordinary course of business and in amounts less than $10,000 in each case, incurred or assumed any Liability; (xvh) made any acquisition of or entered into any agreement to acquire all or any a substantial part of the assets, properties, capital stock securities or business of any other person; person or entity; (xvii) failed to pay timely paid, directly or indirectly, any of its material liabilities before the same became due in accordance with their terms; and (xvii) except its terms or otherwise than in the ordinary course of business; (j) terminated or failed to renew, or received any written threat (that was no subsequently withdrawn) to terminate or fail to renew, any contract that is or was material to the assets, liabilities, business, property, operations, prospects, results of operations or condition (financial or otherwise of the Company); or (k) entered into any other material contract or other agreement or other material transaction. (b) Between transaction that materially increases the date hereof and the Closing, the Company will not, without the prior written consent of Ikon, do any Liabilities of the things listed in clauses (i) through (xvii) of Section 4.16 (a)Company.