Common use of Operations of the Company Clause in Contracts

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), (b), (c), (d), (e), (f), (g), (h), (i), (j), and (k), since the date of the Financial Statements, NORD has not (a) amended its Certificate or Articles of Incorporation or By-laws or merged with or into or consolidated with any other person 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; (b) issued, reserved for issuance, sold or redeemed, repurchased or otherwise acquired, or issued options or rights to subscribe to, or entered into any contract or commitment to issue, sell or redeem, repurchase or otherwise acquire, any shares of its capital stock or any bonds, notes, debentures or other evidence or indebtedness; (c) incurred any indebtedness for borrowed money or incurred or assumed any other Liability in excess of $10,000 in any one case (or, 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 its stockholders; (e) made any change in its accounting methods or practices or made any change in depreciation or amortization policies, except as required by law or generally accepted accounting principles; (f) made any loan or advance to any of its stockholders or to any of its directors, officers or employees, consultants, agents or other representatives, or made any other loan or advance, otherwise than in the ordinary course of business; (g) 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; granted or suffered any Lien on any of its assets or properties; entered into or amended any contracts to which it is a party, or by or to which it or its assets or properties are bound or subject which if existing on the date hereof would be required to be disclosed in Schedule 3.17; (h) made any acquisition of all or a substantial part of the assets, properties, securities or business of any other person or entity; (i) paid, directly or indirectly, any of its material Liabilities before the same became due in accordance with 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 contract or other transaction that materially increases the Liabilities of NORD.

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), (b), (c), (d), (e), (f), (g), (h), (i), (j), and (k), since the date of the Financial Statements, NORD SATELINX has not (a) amended its Certificate or Articles of Incorporation or By-laws or merged with or into or consolidated with any other person 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; (b) issued, reserved for issuance, sold or redeemed, repurchased or otherwise acquired, or issued options or rights to subscribe to, or entered into any contract or commitment to issue, sell or redeem, repurchase or otherwise acquire, any shares of its capital stock or any bonds, notes, debentures or other evidence or indebtedness; (c) incurred any indebtedness for borrowed money or incurred or assumed any other Liability in excess of $10,000 in any one case (or, 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 its stockholders; (e) made any change in its accounting methods or practices or made any change in depreciation or amortization policies, except as required by law or generally accepted accounting principles; (f) made any loan or advance to any of its stockholders or to any of its directors, officers or employees, consultants, agents or other representatives, or made any other loan or advance, otherwise than in the ordinary course of business; (g) entered into any lease (as lessor or lessee) under which NORD 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; granted or suffered any Lien on any of its assets or properties; entered into or amended any contracts to which it is a party, or by or to which it or its assets or properties are bound or subject which if existing on the date hereof would be required to be disclosed in Schedule 3.17; (h) made any acquisition of all or a substantial part of the assets, properties, securities or business of any other person or entity; (i) paid, directly or indirectly, any of its material Liabilities before the same became due in accordance with 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 NORDSATELINX; or (k) entered into any other contract or other transaction that materially increases the Liabilities of NORDSATELINX.

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), (b), (c), (d), (e), (f), (g), (h), (i), (j), and (k), since the date of the Financial Statements, NORD the Company has not not: (a) amended its Certificate or Articles of Incorporation or By-laws or merged with or into or consolidated with any other person 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; (b) issued, reserved for issuance, sold or redeemed, repurchased or otherwise acquired, or issued options or rights to subscribe to, or entered into any contract or commitment to issue, sell or redeem, repurchase or otherwise acquire, any shares of its capital stock or any bonds, notes, debentures or other evidence or indebtedness; (c) incurred any indebtedness for borrowed money or incurred or assumed any other Liability liability in excess of $10,000 in any one case (or, 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 its stockholders; (e) made any change in its accounting methods or practices or made any change in depreciation or amortization policies, except as required by law or generally accepted accounting principles; (f) made any loan or advance to any of its stockholders or to any of its directors, officers or employees, consultants, agents or other representatives, or made any other loan or advance, otherwise than in the ordinary course of business; (g) entered into any lease (as lessor or lessee) under which NORD 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; granted or suffered any Lien lien on any of its assets or properties; entered into or amended any contracts to which it is a party, or by or to which it or its assets or properties are bound or subject which if existing on the date hereof would be required to be disclosed in Schedule 3.17subject; (h) made any acquisition of all or a substantial part of the assets, properties, securities or business of any other person or entity; (i) paid, directly or indirectly, any of its material Liabilities liabilities before the same became due in accordance with 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, Liabilitiesliabilities, business, property, operations, prospects, results of operations or condition (financial or otherwise of NORDthe Company); or (k) entered into any other contract or other transaction that materially increases the Liabilities of NORDthe Company.

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), (b), (c), (d), (e), (f), (g), (h), (i), (j), and (k), since the date of the Financial Statements, NORD DAIRY has not (a) amended its Certificate or Articles of Incorporation or By-laws or merged with or into or consolidated with any other person 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; (b) issued, reserved for issuance, sold or redeemed, repurchased or otherwise acquired, or issued options or rights to subscribe to, or entered into any contract or commitment to issue, sell or redeem, repurchase or otherwise acquire, any shares of its capital stock or any bonds, notes, debentures or other evidence or indebtedness; (c) incurred any indebtedness for borrowed money or incurred or assumed any other Liability in excess of $10,000 in any one case (or, 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 its stockholders; (e) made any change in its accounting methods or practices or made any change in depreciation or amortization policies, except as required by law or generally accepted accounting principles; (f) made any loan or advance to any of its stockholders or to any of its directors, officers or employees, consultants, agents or other representatives, or made any other loan or advance, otherwise than in the ordinary course of business; (g) entered into any lease (as lessor or lessee) under which NORD 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; granted or suffered any Lien on any of its assets or properties; entered into or amended any contracts to which it is a party, or by or to which it or its assets or properties are bound or subject which if existing on the date hereof would be required to be disclosed in Schedule 3.17; (h) made any acquisition of all or a substantial part of the assets, properties, securities or business of any other person or entity; (i) paid, directly or indirectly, any of its material Liabilities before the same became due in accordance with 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 NORDDAIRY; or (k) entered into any other contract or other transaction that materially increases the Liabilities of NORDDAIRY.

Operations of the Company. (a) Except as contemplated by this Agreementset forth on Schedule 3.17 hereto, or as otherwise specified in schedule “B” and itemized with respect to section 3.13 paragraphs (a)since May 31, (b)1999, (c), (d), (e), (f), (g), (h), the Company has not: (i), (j), and (k), since the date of the Financial Statements, NORD has not (a) amended its Certificate or Articles of Incorporation or By-laws or merged with or into or consolidated with any other person or entityperson, 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; ; (bii) issued, reserved for issuance, issued or sold or redeemed, repurchased or otherwise acquiredpurchased, or issued options or rights to subscribe to, or entered into any contract contracts or commitment commitments to issue, issue or sell or redeem, repurchase or otherwise acquirepurchase, any shares of its capital stock stock; (iii) entered into or amended any bondsemployment agreement (other than employment agreements or at will employment arrangements entered into or amended in the ordinary course of the Company's business), notesentered into or amended any agreement with any labor union or association representing any employee, debentures adopted, entered into, or other evidence or indebtedness; amended any employee benefit plan; (civ) incurred any indebtedness for borrowed money or incurred or assumed any other Liability in excess of $10,000 in any one case money; (or, in the aggregate, in the case of any related series of occurrences) or $25,000 in the aggregate; (dv) declared or paid any dividends or declared or made any other distributions of any kind to its stockholders; shareholders, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock; (evi) 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 ▇▇▇▇▇ Employment Agreement (as defined below) to be executed at the Closing, except as required by law approved, granted or generally accepted accounting principles; 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; (fxi) made any loan or advance to any of its stockholders or to any of its shareholders, officers, directors, officers or employees, consultants, agents agents, brokers, independent contractors or other representativesrepresentatives (other than travel, entertainment or business expense advances made in the ordinary course of business), or made any other loan or advance, advance otherwise than consistently with past practice in the ordinary course of business; ; (gxii) 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 shareholders made in the ordinary course of business; (xiii) 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 propertiesproperties (except in the ordinary course of business); granted or suffered any Lien lien or other encumbrance on any of its assets or properties; entered into (except in the ordinary course of business) or amended any contracts 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 subject, or pursuant to which if existing on it agrees to indemnify any party or to refrain from competing with any party; (xiv) except in the date hereof would be required to be disclosed ordinary course of business and in Schedule 3.17; amounts less than $10,000 in each case, incurred or assumed any Liability; (hxv) made any acquisition of or entered into any agreement to acquire all or a substantial any part of the assets, properties, securities capital stock or business of any other person or entity; person; (ixvi) paid, directly or indirectly, failed to pay timely any of its material Liabilities before the same became due liabilities in accordance with its their terms or otherwise than in the ordinary course of business; and (jxvii) 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 except in the assets, Liabilities, ordinary course of business, property, operations, prospects, results of operations or condition (financial or otherwise of NORD; or (k) entered into any other material contract or other transaction agreement or other material transaction. (b) The Company will not, between the date hereof and the Closing, without the prior written consent of Purchaser, do any of the things listed in clauses (i) through (xvii) of Section 3.17(a), except that materially increases on or before the Liabilities of NORDClosing 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. (a) Except as contemplated by this Agreementset forth on Schedule 4.16 annexed hereto, or as otherwise specified in schedule “B” and itemized with respect to section 3.13 paragraphs (a)since March 31, (b)2001, (c), (d), (e), (f), (g), (h), the Company has not: (i), (j), and (k), since the date of the Financial Statements, NORD has not (a) amended its Certificate or Articles of Incorporation or By-laws Laws or merged with or into or consolidated with any other person or entityperson, 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; ; (bii) issued, reserved for issuance, issued or sold or redeemed, repurchased or otherwise acquiredpurchased, or issued options or rights to subscribe to, or entered into any contract contracts or commitment commitments to issue, issue or sell or redeem, repurchase or otherwise acquirepurchase, any shares of its capital stock stock; (iii) entered into or amended any bondsemployment agreement (other than employment agreements or at will employment arrangements entered into or amended in the ordinary course of the Company's business), notesentered into or amended any agreement with any labor union or association representing any employee, debentures adopted, entered into, or other evidence amended any employee benefit plan; (iv) except in the ordinary course of business and not in excess of $25,000 (individually or indebtedness; (c) in the aggregate), incurred any indebtedness for borrowed money or incurred or assumed any other Liability in excess of $10,000 in any one case money; (or, in the aggregate, in the case of any related series of occurrences) or $25,000 in the aggregate; (dv) 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 stockholders; capital stock; (evi) 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, except as required by law or generally accepted accounting principles; 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; (fxi) made any loan or advance to any of its stockholders or to any of its the Stockholders, its, officers, directors, officers or employees, consultants, agents agents, brokers, independent contractors or other representativesrepresentatives (other than travel, entertainment or business expense advances made in the ordinary course of business), or made any other loan or advance, advance otherwise than consistently with past practice in the ordinary course of business; ; (gxii) 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) 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 propertiesproperties (except in the ordinary course of business); granted or suffered any Lien lien or other encumbrance on any of its assets or properties; entered into (except in the ordinary course of business) or amended any contracts 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 subject, or pursuant to which if existing on it agrees to indemnify any party or to refrain from competing with any party; (xiv) except in the date hereof would be required to be disclosed ordinary course of business and in Schedule 3.17; amounts less than $10,000 in each case, incurred or assumed any Liability; (hxv) made any acquisition of or entered into any agreement to acquire all or a substantial any part of the assets, properties, securities capital stock or business of any other person or entity; person; (ixvi) paid, directly or indirectly, failed to pay timely any of its material Liabilities before the same became due liabilities in accordance with its terms or otherwise than their terms; and (xvii) except 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 transaction that materially increases agreement or other material transaction. (b) Between the Liabilities date hereof and the Closing, the Company will not, without the prior written consent of NORDIkon, do any of the things listed in clauses (i) through (xvii) of Section 4.16 (a).