Common use of Certain Additional Restrictions Clause in Contracts

Certain Additional Restrictions. Prior to the Closing, without the prior written consent of Buyer, neither Seller nor the Companies shall, except as expressly provided in Schedule 6.20: ------------- (a) issue, sell or grant any capital stock of the Companies or any other securities (including long term debt) of the Companies or any rights, options or securities to acquire any such capital stock or other securities; (b) declare, set aside or pay any dividend or make any other distribution upon or adjust, split, combine or reclassify any shares of capital stock or other securities of any of the Companies; (c) purchase, redeem or otherwise acquire any capital stock or other securities of any of the Companies or any rights, options, or securities to acquire any capital stock or other securities of any of the Companies; (d) amend their articles of incorporation or bylaws (except as provided herein); (e) grant any general or uniform increase in the rate of pay of employees or employee benefits; (f) except as set forth in Schedule 4.25, grant any bonus, incentive ------------- compensation or related employee benefits; (g) make any capital expenditure or commitments with respect thereto in excess of $25,000 in the aggregate for any specific project or purpose, except for ordinary repairs, renewals and replacements; (h) change any method of financial accounting; (i) adopt or enter into any new employment agreement or other employee benefit plan or arrangement or amend or modify any employment agreement or employment benefit plan or arrangement of any such type; (j) other than in the ordinary course of business, consistent with past practice, incur any indebtedness for borrowed money or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person; (k) change any of the Companies' basic policies and practices with respect to liquidity management and cash flow planning, marketing, budgeting, profit and tax planning, personal practices or any other material aspect of the Companies' business or operations; (l) grant any Person a power of attorney or similar authority; (m) make any investment by purchase of stock or securities, contributions to capital, property transfers or otherwise in any other Person; (n) settle any claim, action or proceeding involving any liability of any Company for money damages in excess of $25,000 exclusive of insurance coverage, or involving restrictions upon the operations of the Company; (o) enter into any new activities or lines of business, or cease to conduct any material activities or lines of business that such Company conducts on the date hereof, or conduct any material business activity not consistent with past practice; (p) sell, transfer, mortgage, encumber or otherwise dispose of any assets or release or waive any claims, except in the ordinary course of business and consistent with past practices; (q) take any action which would or is reasonably likely to (i) adversely affect the ability of Seller or any Company to obtain any necessary approval required for the transactions contemplated hereby; or (ii) adversely affect Seller's or any Company's ability to perform its covenants and agreements under this Agreement; (r) make any special or extraordinary payments to any Person, except as otherwise permitted by this Agreement; (s) take title to any real property without conducting prior thereto an environmental investigation (which at a minimum shall consist of a phase I environment report), which investigation shall disclose the absence of any suspected environmental contamination; (t) agree or make any commitment to take any actions prohibited by this Section 6.20.