Common use of Status of Business Clause in Contracts

Status of Business. (a) Since November 15, 2003, Business No. 1 and Business No. 2 of the Seller have been operated only in the ordinary course, and, except as set forth in the Disclosure Schedule, there has not been with respect to Business Xx. 0 xxx/xx Xxxxxxxx Xx. 0: (i) Any material change in its condition (financial or other), assets, liabilities, obligations, business or earnings, except changes in the ordinary course of business, none of which individually or in the aggregate has been materially adverse; (ii) Any material liability or obligation incurred or assumed, or any material contract, agreement, arrangement, purchase order, lease (as lessor or lessee), or other commitment entered into or assumed, on behalf of Business No. 1 and/or Business No. 2, whether written or oral, except in the ordinary course of business; (iii) Any purchase or sale of material assets in anticipation of this Agreement, or any purchase, lease, sale, abandonment or other disposition of material assets, except in the ordinary course of business; (iv) Any waiver or release of any material rights, except for rights of nominal value; (v) Any cancellation or compromise of any material debts owed to Seller or material claims known by Seller against another person or entity, except in the ordinary course of business; (vi) Any damage or destruction to or loss of any physical assets or property of Seller which materially adversely affects Business No. 1 and/or Business No. 2 or any of the properties of Seller (whether or not covered by insurance); (vii) Any material changes in the accounting practices, depreciation or amortization policy or rates theretofore adopted by Seller, or any material revaluation or write-up or write-down of any of their assets; (viii) Any direct or indirect redemption, purchase or other acquisition for value by Seller of its shares or any agreement to do so; (ix) Any material increase in the compensation levels or in the method of determining the compensation of any of the Sellers officers, directors, agents, employees or members, or any bonus payment or similar arrangement with or for the benefit of any such person, any increase in benefits expense to Seller, any payments made or declared into any profit-sharing, pension, or other retirement plan for the benefit of employees of Seller, except in the ordinary course of business; (x) Any loans or advances between Seller and any Member or any family member or any associate or Affiliate of Seller or of any Shareholder; (xi) Any material contract canceled or the terms thereof amended or any notice received with respect to any such contract terminating or threatening termination or amendment of any such contract; (xii) Any transfer or grant of any material rights under any leases, licenses, agreements, or with respect to any trade secrets or know-how; (xiii) Any labor trouble or employee controversy materially adversely affecting Business No. 1 and/or Business No. 2 or assets; (xiv) Any distribution on or in respect of Sellers membership interests; or (xv) The incurring of any funded indebtedness except in the ordinary course of business. (b) The Seller is not: (i) in violation of any outstanding judgment, order, injunction, award or decree specifically relating to Business Xx. 0 xxx/xx Xxxxxxxx Xx. 0, xx (xx) in violation of any federal, state or local law, ordinance or regulation which is applicable to Business No. 1 and/or Business No. 2, except where such violation does not have a materially adverse effect on Business Xx. 0 xxx/xx Xxxxxxxx Xx.

Status of Business. (a) Since November 15March 31, 20031996, the Business No. 1 and Business No. 2 of the Seller have has been operated only in the ordinary course, and, except as set forth in the Disclosure ScheduleSchedule or permitted under Exhibit C dealing with Excluded Assets, there has not been with respect to Business Xx. 0 xxx/xx Xxxxxxxx Xx. 0the Business: (i) Any material change in its condition (financial or other), assets, liabilities, obligations, business or earnings, except changes in the ordinary course of business, none of which individually or in the aggregate has been materially adverse; (ii) Any material liability or obligation incurred or assumed, or any material contract, agreement, arrangement, purchase order, lease (as lessor or lessee), or other commitment entered into or assumed, on behalf of Business No. 1 and/or Business No. 2the Business, whether written or oral, except in the ordinary course of business; (iii) Any purchase or sale of material assets in anticipation of this Agreement, or any purchase, lease, sale, abandonment or other disposition of material assets, except in the ordinary course of business; (iv) Any waiver or release of any material rights, except for rights of nominal value; (v) Any cancellation or compromise of any material debts owed to Seller or material claims known by Seller against another person or entity, except in the ordinary course of business; (vi) Any damage or destruction to or loss of any physical assets or property of Seller which materially adversely affects the Business No. 1 and/or Business No. 2 or any of the properties of the Seller (whether or not covered by insurance); (vii) Any material changes in the accounting practices, depreciation or amortization policy or rates theretofore adopted by the Seller, or any material revaluation or write-up or write-down of any of their its assets; (viii) Any direct or indirect redemption, purchase or other acquisition for value by the Seller of its shares shares, or any agreement to do so; (ix) Any material increase in the compensation levels or in the method of determining the compensation of any of the Sellers Seller's officers, directors, agents, employees agents or membersemployees, or any bonus payment or similar arrangement with or for the benefit of any such person, any increase in benefits expense to the Seller, any payments made or declared into any profit-sharing, pension, or other retirement plan for the benefit of employees of the Seller, except in the ordinary course of business; (x) Any loans or advances between the Seller and any Member Shareholder, or any family member or any associate or Affiliate of the Seller or of any Shareholder; (xi) Any material contract canceled cancelled or the terms thereof amended or any notice received with respect to any such contract terminating or threatening termination or amendment of any such contract; (xii) Any transfer or grant of any material rights under any leases, licenses, agreements, or with respect to any trade secrets or know-how; (xiii) Any labor trouble or employee controversy materially adversely affecting its Business No. 1 and/or Business No. 2 or assets;; or (xiv) Any dividend or other distribution on or in respect of Sellers membership interests; or (xv) The incurring shares of any funded indebtedness except in the ordinary course of businessits capital stock. (b) The Seller is not: (i) in violation of any outstanding judgment, order, injunction, award or decree specifically relating to Business Xx. 0 xxx/xx Xxxxxxxx Xx. 0the Business, xxor (xxii) in violation of any federal, state or local law, ordinance or regulation which is applicable to Business No. 1 and/or Business No. 2the Business, except where such violation does not have a materially adverse effect on the Business. Seller has all permits, licenses, orders, approvals, authorizations, concessions and franchises of any federal, state or local governmental or regulatory body that are material to or necessary in the conduct of the Business, except where failure to have such permit, license, order, approval, authorization, concession or franchise does not have a materially adverse effect on the Business. All such permits, licenses, orders, approvals, concessions and franchises are set forth on the Disclosure Schedule and are in full force and effect and there is no proceeding, or to the knowledge of Seller, threatened to revoke or limit any of them. (c) No claim, litigation, action, investigation or proceeding is pending or, to the knowledge of Seller, threatened, and no order, injunction or decree is outstanding, against or relating to the Business Xxor its assets, and Seller does not know of any information which could result in such a claim, litigation, action, investigation or proceeding, which, if determined adversely to Seller, would have a material adverse effect upon Seller's Business. (d) Seller has accrued or paid in full, to all employees of the Business, in the normal course of its operations, all wages, salaries, commissions, bonuses, vacations and other direct compensation for all services performed by them. 0 xxx/xx Xxxxxxxx XxTo the best of Seller's knowledge, Seller is in compliance with all federal, state and local laws, ordinances and regulations relating to employment and employment practices at the Business, and all employee benefit plans and tax laws relating to employment at the Business, except where such non-compliance would not have a materially adverse effect on the Business. There is no unfair labor practice complaint against Seller relating to the Business pending before the National Labor Relations Board or similar agency or body and, to the best of Seller's knowledge, no condition exists that could give rise to any unfair labor practice complaint. There is no labor strike, dispute, slowdown or stoppage actually pending or, to the knowledge of Seller, threatened against or involving the Business.

Status of Business. (a) Since November 15October 2, 20031998, Business No. 1 and Business No. 2 of the Seller have been operated only in the ordinary course, and, except as set forth in the Disclosure ScheduleSchedule or permitted under Section 2.4 dealing with Excluded Assets, there has not been with respect to Business Xx. 0 xxx/xx Xxxxxxxx Xx. 0: (i) Any material change in its condition (financial or other), assets, liabilities, obligations, business or earnings, except changes in the ordinary course of business, none of which individually or in the aggregate has been materially adverse; (ii) Any material liability or obligation incurred or assumed, or any material contract, agreement, arrangement, purchase order, lease (as lessor or lessee), or other commitment entered into or assumed, on behalf of Business No. 1 and/or Business No. 2, whether written or oral, except in the ordinary course of business; (iii) Any purchase or sale of material assets in anticipation of this Agreement, or any purchase, lease, sale, abandonment or other disposition of material assets, except in the ordinary course of business; (iv) Any waiver or release of any material rights, except for rights of nominal value; (v) Any cancellation or compromise of any material debts owed to Seller or material claims known by Seller against another person or entity, except in the ordinary course of business; (vi) Any damage or destruction to or loss of any physical assets or property of Seller which materially adversely affects Business No. 1 and/or Business No. 2 or any of the properties of the Seller (whether or not covered by insurance); (vii) Any material changes in the accounting practices, depreciation or amortization policy or rates theretofore adopted by the Seller, or any material revaluation or write-up or write-down of any of their its assets; (viii) Any direct or indirect redemption, purchase or other acquisition for value by the Seller of its shares shares, or any agreement to do so; (ix) Any material increase in the compensation levels or in the method of determining the compensation of any of the Sellers Seller's officers, directors, agents, employees agents or membersemployees, or any bonus payment or similar arrangement with or for the benefit of any such person, any increase in benefits expense to the Seller, any payments made or declared into any profit-sharing, pension, or other retirement plan for the benefit of employees of the Seller, except in the ordinary course of business; (x) Any loans or advances between the Seller and any Member Shareholder, or any family member or any associate or Affiliate of the Seller or of any Shareholder; (xi) Any material contract canceled or the terms thereof amended or any notice received with respect to any such contract terminating or threatening termination or amendment of any such contract; (xii) Any transfer or grant of any material rights under any leases, licenses, agreements, or with respect to any trade secrets or know-how; (xiii) Any labor trouble or employee controversy materially adversely affecting Business No. 1 and/or Business No. 2 or assets;; or (xiv) Any dividend or other distribution on or in respect of Sellers membership interests; or (xv) The incurring shares of its capital stock, except for any funded indebtedness except in distributions made pursuant to the ordinary course provisions of businessSection 2.4 relating to Excluded Assets or S corporation distributions consistent with prior business practices or otherwise shown on the Disclosure Schedule. (b) The Seller is not: (i) in violation of any outstanding judgment, order, injunction, award or decree specifically relating to Business Xx. 0 xxx/xx Xxxxxxxx Xx. 0, xx (xx) in violation of any federal, state or local law, ordinance or regulation which is applicable to Business No. 1 and/or Business No. 2, except where such violation does not have a materially adverse effect on Business XxNo. 0 xxx/xx Xxxxxxxx Xx1 and/or Business No.

Status of Business. (a) Since November 15October 31, 20031997, the Business No. 1 and Business No. 2 of the Seller have has been operated only in the ordinary course, and, except as set forth in the Disclosure ScheduleSchedule or permitted under Section 2.3 dealing with Excluded Assets, there has not been with respect to Business Xx. 0 xxx/xx Xxxxxxxx Xx. 0the Business: (i) Any material change in its condition (financial or other), assets, liabilities, obligations, business or earnings, except changes in the ordinary course of business, none of which individually or in the aggregate has been materially adverse; (ii) Any material liability or obligation incurred or assumed, or any material contract, agreement, arrangement, purchase order, lease (as lessor or lessee), or other commitment entered into or assumed, on behalf of Business No. 1 and/or Business No. 2the Business, whether written or oral, except in the ordinary course of business; (iii) Any purchase or sale of material assets in anticipation of this Agreement, or any purchase, lease, sale, abandonment or other disposition of material assets, except in the ordinary course of business; (iv) Any waiver or release of any material rights, except for rights of nominal value; (v) Any cancellation or compromise of any material debts owed to Seller or material claims known by Seller against another person or entity, except in the ordinary course of business; (vi) Any damage or destruction to or loss of any physical assets or property of Seller which materially adversely affects the Business No. 1 and/or Business No. 2 or any of the properties of the Seller (whether or not covered by insurance); (vii) Any material changes in the accounting practices, depreciation or amortization policy or rates theretofore adopted by the Seller, or any material revaluation or write-up or write-down of any of their its assets; (viii) Any direct or indirect redemption, purchase or other acquisition for value by the Seller of its shares shares, or any agreement to do so; (ix) Any material increase in the compensation levels or in the method of determining the compensation of any of the Sellers Seller's officers, directors, agents, employees agents or membersemployees, or any bonus payment or similar arrangement with or for the benefit of any such person, any increase in benefits expense to the Seller, any payments made or declared into any profit-sharing, pension, or other retirement plan for the benefit of employees of the Seller, except in the ordinary course of business; (x) Any loans or advances between the Seller and any Member Shareholder, or any family member or any associate or Affiliate of the Seller or of any Shareholder; (xi) Any material contract canceled cancelled or the terms thereof amended or any notice received with respect to any such contract terminating or threatening termination or amendment of any such contract; (xii) Any transfer or grant of any material rights under any leases, licenses, agreements, or with respect to any trade secrets or know-how; (xiii) Any labor trouble or employee controversy materially adversely affecting its Business No. 1 and/or Business No. 2 or assets;; or (xiv) Any dividend or other distribution on or in respect of Sellers membership interests; or (xv) The incurring shares of any funded indebtedness except in the ordinary course of businessits capital stock. (b) The Seller is not: (i) in violation of any outstanding judgment, order, injunction, award or decree specifically relating to Business Xx. 0 xxx/xx Xxxxxxxx Xx. 0the Business, xxor (xxii) in violation of any federal, state or local law, ordinance or regulation which is applicable to Business No. 1 and/or Business No. 2the Business, except where such violation does not have a materially adverse effect on the Business. Seller has all permits, licenses, orders, approvals, authorizations, concessions and franchises of any federal, state or local governmental or regulatory body that are material to or necessary in the conduct of the Business, except where failure to have such permit, license, order, approval, authorization, concession or franchise does not have a materially adverse effect on the Business. All such permits, licenses, orders, approvals, concessions and franchises are set forth on the Disclosure Schedule and are in full force and effect and there is no proceeding, or to the knowledge of Seller, threatened to revoke or limit any of them. (c) No claim, litigation, action, investigation or proceeding is pending or, to the knowledge of Seller, threatened, and no order, injunction or decree is outstanding, against or relating to the Business Xxor its assets, and Seller does not know of any information which could result in such a claim, litigation, action, investigation or proceeding, which, if determined adversely to Seller, would have a material adverse effect upon Seller's Business. (d) Seller has accrued or paid in full, to all employees of the Business, in the normal course of its operations, all wages, salaries, commissions, bonuses, vacations and other direct compensation for all services performed by them. 0 xxx/xx Xxxxxxxx XxTo the best of Seller's knowledge, Seller is in compliance with all federal, state and local laws, ordinances and regulations relating to employment and employment practices at the Business, and all employee benefit plans and tax laws relating to employment at the Business, except where such non- compliance would not have a materially adverse effect on the Business. There is no unfair labor practice complaint against Seller relating to the Business pending before the National Labor Relations Board or similar agency or body and, to the best of Seller's knowledge, no condition exists that could give rise to any unfair labor practice complaint. There is no labor strike, dispute, slowdown or stoppage actually pending or, to the knowledge of Seller, threatened against or involving the Business. Seller has no labor contracts or collective bargaining agreements with respect to any of its employees.

Status of Business. (a) Since November 15October 31, 20031999, Business No. 1 and Business No. 2 of the Seller have been operated only in the ordinary course, and, except as set forth in the Disclosure ScheduleSchedule or permitted under Section 2.4 dealing with Excluded Assets, there has not been with respect to Business XxNo. 0 xxx/xx Xxxxxxxx Xx1 and/or Business No. 02: (i) Any material change in its condition xxxxxxxxx (financial or xxxxxxxxx xx other), assets, liabilities, obligations, business or earnings, except changes in the ordinary course of business, none of which individually or in the aggregate has been materially adverse; (ii) Any material liability or obligation incurred or assumed, or any material contract, agreement, arrangement, purchase order, lease (as lessor or lessee), or other commitment entered into or assumed, on behalf of Business No. 1 and/or Business No. 2, whether written or oral, except in the ordinary course of business; (iii) Any purchase or sale of material assets in anticipation of this Agreement, or any purchase, lease, sale, abandonment or other disposition of material assets, except in the ordinary course of business; (iv) Any waiver or release of any material rights, except for rights of nominal value; (v) Any cancellation or compromise of any material debts owed to Seller or material claims known by Seller against another person or entity, except in the ordinary course of business; (vi) Any damage or destruction to or loss of any physical assets or property of Seller which materially adversely affects Business No. 1 and/or Business No. 2 or any of the properties of the Seller (whether or not covered by insurance); (vii) Any material changes in the accounting practices, depreciation or amortization policy or rates theretofore adopted by the Seller, or any material revaluation or write-up or write-down of any of their its assets; (viii) Any direct or indirect redemption, purchase or other acquisition for value by the Seller of its shares shares, or any agreement to do so; (ix) Any material increase in the compensation levels or in the method of determining the compensation of any of the Sellers Seller's officers, directors, agents, employees agents or membersemployees, or any bonus payment or similar arrangement with or for the benefit of any such person, any increase in benefits expense to the Seller, any payments made or declared into any profit-sharing, pension, or other retirement plan for the benefit of employees of the Seller, except in the ordinary course of business; (x) Any loans or advances between the Seller and any Member Shareholder, or any family member or any associate or Affiliate of the Seller or of any the Shareholder; (xi) Any material contract canceled or the terms thereof amended or any notice received with respect to any such contract terminating or threatening termination or amendment of any such contract; (xii) Any transfer or grant of any material rights under any leases, licenses, agreements, or with respect to any trade secrets or know-how; (xiii) Any labor trouble or employee controversy materially adversely affecting Business No. 1 and/or Business No. 2 or assets;; or (xiv) Any dividend or other distribution on or in respect of Sellers membership interests; or (xv) The incurring shares of its capital stock, except for any funded indebtedness except in distributions made pursuant to the ordinary course provisions of businessSection 2.4 relating to Excluded Assets. (b) The Seller is not: (i) in violation of any outstanding judgment, order, injunction, award or decree specifically relating to Business XxNo. 0 xxx/xx Xxxxxxxx Xx1 and/or Business No. 02, xxor (xxii) in violation of any federalviolatixx xx xxx xxxxxxx, state or local lawxxxxx xx xxxxx xxx, ordinance or xxxxxxxxx xx regulation which is applicable to Business No. 1 and/or Business No. 2, except where such violation does not have a materially adverse effect on Business XxNo. 0 xxx/xx Xxxxxxxx Xx1 and/or Business No.

Status of Business. (a) Since November 15September 30, 20031998, the Business No. 1 and Business No. 2 of the Seller have has been operated only in the ordinary course, and, except as set forth in the Disclosure ScheduleSchedule or permitted under Section 2.3 dealing with Excluded Assets, there has not been with respect to Business Xx. 0 xxx/xx Xxxxxxxx Xx. 0the Business: (i) Any material change in its condition (financial or other), assets, liabilities, obligations, business or earnings, except changes in the ordinary course of business, none of which individually or in the aggregate has been materially adverse; (ii) Any material liability or obligation incurred or assumed, or any material contract, agreement, arrangement, purchase order, lease (as lessor or lessee), or other commitment entered into or assumed, on behalf of Business No. 1 and/or Business No. 2the Business, whether written or oral, except in the ordinary course of business; (iiixxx) Any purchase Xxx xxxxxxxx or sale of material assets in anticipation of this Agreement, or any purchase, lease, sale, abandonment or other disposition of material assets, except in the ordinary course of business; (iv) Any waiver or release of any material rights, except for rights of nominal value; (v) Any cancellation or compromise of any material debts owed to Seller or material claims known by Seller against another person or entity, except in the ordinary course of business; (vi) Any damage or destruction to or loss of any physical assets or property of Seller which materially adversely affects the Business No. 1 and/or Business No. 2 or any of the properties of the Seller (whether or not covered by insurance); (vii) Any material changes in the accounting practices, depreciation or amortization policy or rates theretofore adopted by the Seller, or any material revaluation or write-up or write-down of any of their its assets; (viii) Any direct or indirect redemption, purchase or other acquisition for value by the Seller of its shares shares, or any agreement to do so; (ix) Any material increase in the compensation levels or in the method of determining the compensation of any of the Sellers Seller's officers, directors, agents, employees agents or membersemployees, or any bonus payment or similar arrangement with or for the benefit of any such person, any increase in benefits expense to the Seller, any payments made or declared into any profit-sharing, pension, or other retirement plan for the benefit of employees of the Seller, except in the ordinary course of business; (x) Any loans or advances between the Seller and any Member Shareholder, or any family member or any associate or Affiliate of the Seller or of any Shareholder; (xi) Any material contract canceled or the terms thereof amended or any notice received with respect to any such contract terminating or threatening termination or amendment of any such contract; (xii) Any transfer or grant of any material rights under any leases, licenses, agreements, or with respect to any trade secrets or know-how; (xiii) Any labor trouble or employee controversy materially adversely affecting its Business No. 1 and/or Business No. 2 or assets;; or (xiv) Any dividend or other distribution on or in respect of Sellers membership interests; or (xv) The incurring shares of its capital stock, except for any funded indebtedness except in distributions made pursuant to the ordinary course provisions of businessSection 2.3 relating to Excluded Assets. (b) The Seller is not: (i) in violation of any outstanding judgment, order, injunction, award or decree specifically relating to Business Xx. 0 xxx/xx Xxxxxxxx Xx. 0the Business, xxor (xxii) in violation of any federal, state or local law, ordinance or regulation which is applicable to Business No. 1 and/or Business No. 2the Business, except where such violation does not have a materially adverse effect on the Business. Seller has all permits, licenses, orders, approvals, authorizations, concessions and franchises of any federal, state or local governmental or regulatory body that are material to or necessary in the conduct of the Business, except where failure to have such permit, license, order, approval, authorization, concession or franchise does not have a materially adverse effect on the Business. All such permits, licenses, orders, approvals, concessions and franchises are set forth on the Disclosure Schedule and are in full force and effect and there is no proceeding, or to the knowledge of Seller, threatened to revoke or limit any of them. (c) No claim, litigation, action, investigation or proceeding is pending or, to the knowledge of Seller, threatened, and no order, injunction or decree is outstanding, against or relating to the Business Xxor its assets, and Seller does not know of any information which could result in such a claim, litigation, action, investigation or proceeding, which, if determined adversely to Seller, would have a material adverse effect upon Seller's Business. (d) Seller has accrued or paid in full, to all employees of the Business, in the normal course of its operations, all wages, salaries, commissions, bonuses, vacations and other direct compensation for all services performed by them. 0 xxx/xx Xxxxxxxx XxTo the best of Seller's knowledge, Seller is in compliance with all federal, state and local laws, ordinances and regulations relating to employment and employment practices at the Business, and all employee benefit plans and tax laws relating to employment at the Business, except where such non-compliance would not have a materially adverse effect on the Business. There is no unfair labor practice complaint against Seller relating to the Business pending before the National Labor Relations Board or similar agency or body and, to the best of Seller's knowledge, no condition exists that could give rise to any unfair labor practice complaint. There is no labor strike, dispute, slowdown or stoppage actually pending or, to the knowledge of Seller, threatened against or involving the Business. Seller has no labor contracts or collective bargaining agreements with respect to any of its employees.

Status of Business. (a) Since November 15August 31st, 20032001, Business No. 1 and Business No. 2 of the Seller have been operated only in the ordinary course, and, except as set forth in the Disclosure Schedule, there has not been with respect to Business XxNo. 0 xxx/xx Xxxxxxxx Xx1 and/or Business No. 02: (ix) Any material Xxx xxxxxxxx change in its condition (financial or other), assets, liabilities, obligations, business or earnings, except changes in the ordinary course of business, none of which individually or in the aggregate has been materially adverse; (ii) Any material liability or obligation incurred or assumed, or any material contract, agreement, arrangement, purchase order, lease (as lessor or lessee), or other commitment entered into or assumed, on behalf of Business No. 1 and/or Business No. 2, whether written or oral, except in the ordinary course of business; (iii) Any purchase or sale of material assets in anticipation of this Agreement, or any purchase, lease, sale, abandonment or other disposition of material assets, except in the ordinary course of business; (iv) Any waiver or release of any material rights, except for rights of nominal value; (v) Any cancellation or compromise of any material debts owed to Seller or material claims known by Seller against another person or entity, except in the ordinary course of business; (vi) Any damage or destruction to or loss of any physical assets or property of Seller which materially adversely affects Business No. 1 and/or Business No. 2 or any of the properties of Seller (whether or not covered by insurance);; E41 (vii) Any material changes in the accounting materiax xxxxxxx xx xxx xxxxxnting practices, depreciation or amortization policy or rates theretofore adopted by Seller, or any material revaluation or write-up or write-down of any of their assets; (viii) Any direct or indirect redemption, purchase or other acquisition for value by Seller of its shares or any agreement to do so; (ix) Any material increase in the compensation levels or in the method of determining the compensation of any of the Sellers Seller's officers, directors, agents, employees or members, or any bonus payment or similar arrangement with or for the benefit of any such person, any increase in benefits expense to Seller, any payments made or declared into any profit-sharing, pension, or other retirement plan for the benefit of employees of Seller, except in the ordinary course of business; (x) Any loans or advances between Seller and any Member Shareholder or any family member or any associate or Affiliate of Seller or of any Shareholder; (xi) Any material contract canceled or the terms thereof amended or any notice received with respect to any such contract terminating or threatening termination or amendment of any such contract; (xii) Any transfer or grant of any material rights under any leases, licenses, agreements, or with respect to any trade secrets or know-how; (xiii) Any labor trouble or employee controversy materially adversely affecting Business No. 1 and/or Business No. 2 or assets; (xiv) Any dividend or other distribution on or in respect of Sellers membership interestsshares of Seller's capital stock; or (xv) The incurring of any funded indebtedness except in the ordinary course of business. (b) The Seller is not: (i) in violation of any outstanding judgment, order, injunction, award or decree specifically relating to Business XxNo. 0 xxx/xx Xxxxxxxx 1 and/or Busixxxx Xx. 0, xx (xx) in violation of any federalxx xxxxxxxxx xx xxx xxxxxxx, state or local law, ordinance or regulation which is applicable to Business No. 1 and/or Business No. 2, except where such violation does not have a materially adverse effect on Business XxNo. 0 xxx/xx Xxxxxxxx Xx1 and/or Business No.