Common use of Without limiting the generality of paragraph Clause in Contracts

Without limiting the generality of paragraph. (a) of this Section, ▇▇▇▇▇ shall, and shall cause its Subsidiaries to, use all commercially reasonable efforts to preserve intact in all material respects its present business organization and reputation, to keep available the services of its key officers and employees, to maintain its assets and properties in good working order and condition (ordinary wear and tear excepted), to preserve its relationships with customers and suppliers and others having significant business dealings with them, to comply in all material respects with all Laws and Orders of all Governmental or Regulatory Authorities applicable to them, and to maintain (subject to Section 5.01(b)(xx)) insurance, including, without limitation, product liability insurance, in such amounts and against such risks and losses as was in effect on June 30, 1998 (subject to Section 3.14). Also without limiting the generality of paragraph (a) of this Section, ▇▇▇▇▇ shall not, and shall cause its Subsidiaries not to: (i) amend or propose to amend its or their Articles of Incorporation or By-laws; (ii) (w) declare, set aside or pay any dividends on or make other distributions in respect of any of its capital stock other than the dividend of $2.00 per share declared on ▇▇▇▇▇ Common Stock on August 26, 1998 and payable on September 15, 1998; (x) split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize or propose the issuance of any other securities or Option in respect of, in lieu of or in substitution for shares of its capital stock, (y) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or (z) directly or indirectly redeem, repurchase or otherwise acquire any shares of its capital stock or any Option with respect thereto; (iii) issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of its capital stock or any Option with respect thereto, or modify or amend any right of any holder of outstanding shares of capital stock or Options with respect thereto; (iv) acquire (by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner) any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets other than raw materials and supplies acquired in the ordinary course of its business consistent with past practice in amounts in any one instance (or group of related instances) not in excess of $250,000 and in each case pursuant to an order or agreement requiring delivery of such raw materials and supplies within 120 days after the creation of such order or agreement; (v) sell, lease, grant any security interest in or otherwise dispose of or encumber any of its assets or properties other than finished goods in the ordinary course of business consistent with past practice pursuant to orders as to which (x) no one order (or group of related orders) involves an aggregate selling price in excess of $150,000, and (y) (i) each order is to be fully performed within 150 days after its creation or (ii) in the case of orders for which there is no definite date by which the orders must be fully performed, the aggregate selling price for all such orders that are more than 150 days old shall not exceed $500,000; (vi) except to the extent required by applicable law or GAAP, (x) permit any material change in (A) any pricing, marketing, purchasing, investment, accounting, financial reporting, inventory, receivable, credit, allowance or tax practice or policy or (B) any method of calculating any bad debt, contingency or other reserve for accounting, financial reporting or tax purposes or (y) make any material tax election or settle or compromise any material income tax liability with any Governmental or Regulatory Authority; (vii) (x) other than working capital borrowings of up to $300,000 under Bryan's existing bank line of credit, incur any indebtedness for borrowed money (which shall be deemed for this purpose to include entering into credit agreements, lines of credit or similar arrangements, whether or not amounts are borrowed thereunder) or guarantee any such indebtedness, or (y) voluntarily purchase, cancel, prepay or otherwise provide for a complete or partial discharge in advance of a scheduled repayment date with respect to, or waive any right under, any indebtedness for borrowed money; (viii) (x) enter into, adopt, amend in any material respect (except as may be required by applicable law) or terminate any ▇▇▇▇▇ Benefit Plan or other agreement between ▇▇▇▇▇ (or any of its Subsidiaries) and one or more of its directors, officers or employees, or (y) increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan or arrangement in effect as of the date hereof (except that ▇▇▇▇▇ shall comply with the union contract and except for normal increases approved by Buyer); (ix) enter into any new Contract or amend, modify or terminate any existing Contract, or engage in any new transaction (x) not in the ordinary course of business consistent with past practice, (y) not on an arm's length basis, or (z) with any shareholder or affiliate of ▇▇▇▇▇; (x) make any capital expenditure or any commitment to make a capital expenditure or any commitment for additions to plant, property or equipment constituting capital assets; (xi) make any change in lines of business or any material changes in prices, marketing plans or procedures; (xii) make any changes to current levels of inventory, receivables or payables, except as may occur in the ordinary course of business consistent with past practice; (xiii) grant any stock-related, performance or similar awards or bonuses; (xiv) forgive any loans to employees, officers or directors or any of their respective affiliates or associates; (xv) make any deposits or contributions of cash or other property to, or take any other action to fund or in any other way secure the payment of compensation or benefits under, any ▇▇▇▇▇ Benefit Plan; (xvi) enter into, amend, extend or waive any rights under any collective bargaining or other labor agreement; (xvii) commence, settle or agree to settle any litigation, suit, action, claim, proceeding or investigation; (xviii) pay, discharge or satisfy or agree to pay, discharge or satisfy any claim, liability or obligation (absolute accrued, asserted or unasserted, contingent or otherwise) other than the payment, discharge or satisfaction of liabilities reflected or reserved against in full in the financial statements as at June 30, 1998 or incurred in the ordinary course of business subsequent to June 30, 1998 or Bryan's Transaction Costs; (xix) enter into, modify, amend or terminate any Contract material to the business of ▇▇▇▇▇ or any of its Subsidiaries which it may enter, amend or terminate without violating clause (ix) above, or waive any rights under any such Contract, unless in each instance ▇▇▇▇▇ first obtains the consent of Buyer, which consent shall not be unreasonably withheld; (xx) enter into or extend or renew any Contract (including without limitation any insurance policy), which Contract, extension or renewal has a term or is to be performed over a period of more than 60 days (and before renewing any insurance policy, ▇▇▇▇▇ shall reasonably consult with Buyer); or (xxi) enter into any contract, agreement, commitment or arrangement to do or engage in any of the foregoing.