Common use of Certain Actions Clause in Contracts

Certain Actions. Since April 30, 1997, the Company has not, except as disclosed on Schedule 3.8A hereto or any of the Financial Statements or notes thereto: (a) discharged or satisfied any Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholder; (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 individually or $25,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amended its charter or bylaws; (h) paid or made a commitment to pay any severance or termination payment to any employee or consultant; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,000; (k) made any investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April 30, 1997, except as disclosed on Schedule 3.8B hereto or any of the Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica Slowdown, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing.

Certain Actions. Since April 30August 31, 1997, the Company has not, --------------- except as disclosed on Schedule 3.8A hereto or any of the Financial Statements ------------- or notes thereto: (a) discharged or satisfied any Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholder; (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 individually or $25,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amended its charter or bylaws; (h) paid or made a commitment to pay any severance or termination payment to any employee or consultant; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,000; (k) made any investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April 30August 31, 1997, except as disclosed on Schedule 3.8B hereto or ------------- any of the Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica SlowdownCompany, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing.

Certain Actions. Since April 30October 31, 19971996, the Company has not, --------------- except as disclosed on Schedule 3.8A hereto or any of the Financial Statements ------------- or notes thereto: (a) discharged or satisfied any Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholder; (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 individually or $25,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amended its charter or bylaws; (h) paid or made a commitment to pay any severance or termination payment to any employee or consultant; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,00050,000; (k) made any investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April 30October 31, 19971996, except as disclosed on Schedule 3.8B hereto or any of the Financial ------------- Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica SlowdownCompany, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing.

Certain Actions. Since April 30December 31, 19971995, the Company has Companies have --------------- not, except as disclosed on Schedule 3.8A hereto or any of the Financial Statements or notes theretohereto: (a) discharged or satisfied ------------- any Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholderstockholder or member other than (i) the personal vehicles listed on Schedule 3.8A hereto and ------------- (ii) the office furniture listed on Schedule 3.8A hereto, each as agreed to by ------------- Global; (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceledcancelled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 individually or $25,000 50,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amended its charter or bylaws; (h) paid or made a commitment to pay any severance or termination payment to any employee or consultant; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,00050,000; (k) made any investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any bonus bonus, gratuity, or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, members or shareholders of the CompanyCompanies; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is Companies are a party that would or could reasonably be expected to have a Material Adverse Effectparty, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April 30December 31, 19971995, except as disclosed on Schedule 3.8B hereto or any of the Financial Statements or notes theretohereto, there has not been (a) any Material Adverse Change ------------- including, but not limited to, the loss of any material customers or suppliers of the CompanyCompanies, or in any material assets of the CompanyCompanies, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica SlowdownCompanies, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the CompanyCompanies, nor has have the Company Companies agreed to do any of the foregoing.

Certain Actions. Since April 30August 31, 19971996, the Company has not, except --------------- expect as disclosed on Schedule 3.8A hereto or any of the Financial Statements or notes theretohereto: (a) discharged or satisfied any ------------- Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholderstockholder other than (i) the personal vehicles listed on Schedule 3.8A hereto and (ii) the office furniture listed on Schedule 3.8A ------------- ------------- hereto, each as agreed to by Global; (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceledcancelled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 individually or $25,000 50,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amended its charter or bylaws; (h) paid or made a commitment to pay any severance or termination payment to any employee or consultant; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,00050,000; (k) made any investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any bonus bonus, gratuity, or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effectparty, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April 30August 31, 19971996, except as disclosed on Schedule 3.8B hereto or any of the Financial Statements or notes theretohereto, there has ------------- not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers customer of the CompanyCompany who paid the Company in excess of $50,000 during the twelve months ended August 31, 1996, or the loss of any supplier of the Company to whom the Company paid more than $40,000 during the twelve months ended August 31, 1996, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica SlowdownCompany, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing.

Certain Actions. Since April 30August 31, 19971996, the Company has not, except --------------- as disclosed on Schedule 3.8A hereto or any of the Financial Statements or notes theretohereto: (a) discharged or satisfied any ------------- Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholderstockholder other than (i) the personal vehicles listed on Schedule 3.8A hereto and (ii) the ------------- office furniture listed on Schedule 3.8A hereto, each as agreed to by Global; ------------- (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceledcancelled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 individually or $25,000 50,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, transferred or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amended its charter or bylaws; (h) paid or made a commitment to pay any severance or termination payment to any employee or consultant; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,00050,000; (k) made any investment or commitment therefor in any Person; (l1) made any payment or contracted for the payment of any bonus bonus, gratuity, or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effectparty, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April 30August 31, 19971996, except as disclosed on an Schedule 3.8B hereto or any of the Financial Statements or notes thereto------------- hereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers customer of the CompanyCompany who paid the Company in excess of $50,000 during the twelve months ended August 31, 1996, or the loss of any supplier of the Company to whom the Company paid more than $40,000 during the twelve months ended August 31, 1996, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica SlowdownCompany, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing.

Certain Actions. Since April 30December 31, 19971998, the Company has not, except as disclosed on Schedule 3.8A hereto or any of the Financial Statements or notes thereto: (a) discharged or satisfied any Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholderShareholder; (cb) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party Person whatsoever; (dc) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (ed) canceled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 25,000 individually or $25,000 100,000 in the aggregate; (fe) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (gf) amended its charter or bylaws; (hg) paid or made a commitment to pay any severance or termination payment to any employee or consultant; (ih) made any material change in its method of management management, operation, ordinary course payments of accounts payable and other similar liabilities, accounting or operation reporting income or method of accountingdeductions for tax purposes; (ji) made any material acquisitions, capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,00025,000 individually or $100,000 in the aggregate; (kj) made any investment or commitment therefor in any Person; (lk) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders stockholders of the Company; (ml) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (m) made or entered into any vendor, supply, sales, distribution, franchise or agency agreement which involves annual consideration (or commissions) in excess of $25,000; (n) made or entered into any agreement granting any Person any registration or offer rights in respect of the Company's capital stock; (o) entered into any non-competition agreement; (p) made or entered into any agreement or other arrangement with any officer, director, stockholder, employee or Affiliate of the Company; (q) materially amended or amended, experienced a termination or received notice of actual or threatened termination or non-renewal of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (or) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April 30The Company shall have operated in the normal course of business during the period from December 31, 19971998 through the Closing Date, pursuant to the Preliminary Closing Date Balance Sheet (attached as EXHIBIT T-1) and the accompanying income statement (attached as EXHIBIT T-2). In addition, to the Knowledge of the Company or Millxx, xxe Company has operated the Business in accordance with the 1999 budget, except as otherwise authorized or directed by GVG, or disclosed on Schedule 3.8B hereto or any to Buyer in SECTION 3.5 of the Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica Slowdown, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoingDisclosure Schedule.

Certain Actions. Since April 30December 31, 19971999, the Company has --------------- not, except as disclosed on Schedule 3.8A hereto or any of the Financial Statements or notes theretothereto or on Schedule 3.8: (a) discharged or satisfied any Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or ------------ purchased, redeemed, acquired, or retired any stock or indebtedness from of any stockholderMember (other than (i) distributions of certain assets mutually agreed upon by the Company and Iconixx that have been delivered to the Company by its customers in lieu of a cash payment for services as listed on Schedule 3.8, (ii) ------------ distributions for income taxes and expenses incurred in connection with the transactions contemplated hereby so long as no Net Working Capital Adjustment will occur and so long as the Company retains at least the Minimum Cash as of the Closing Date and (iii) the issuances and exchange of the unit appreciation rights as described on Schedule 3.8 (collectively the "Permitted ------------ Distributions")); (cb) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (dc) suffered or permitted any Encumbrance (other than the Permitted Exceptions) to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (ed) canceled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 individually or $25,000 50,000 in the aggregate; (fe) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material Material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (gf) amended its charter Articles of Organization or bylawsRegulations; (hg) outside the ordinary course of business, paid or made a commitment to pay any severance or termination payment to any employee or consultant; (ih) made any material Material change in its method of management operation, accounting or operation reporting of income or method deductions for tax purposes or any change outside the ordinary course of accountingthe Business in the Company's working capital other than Permitted Distributions; (ji) made any Material acquisitions, made any Material capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,00050,000; (kj) made any investment or commitment therefor in any Person; (lk) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (Ai) wages and salaries and business expenses paid in the ordinary course of the Business, and (Bii) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directorsmanagers, or shareholders members of the Company; (ml) made, amended, amended or entered into any written employment contract with any officers or key employees of the Company listed on Schedule 3.15 hereto or created or made any material Material ------------- change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (m) made or entered into any Contract greater than the smallest of the non-employee Contracts scheduled in accordance with Schedule 3.15; (n) materially amended made or entered into any agreement granting any Person ------------- any registration or offer rights in respect of the Company's units; (o) entered into any non-competition agreement restricting the Company from engaging in the Business; (p) made or entered into any employment agreement or other agreement or other arrangement with any officer, manager, member or Affiliate of the Company; or (q) amended, experienced a termination or received notice of actual or threatened termination or non- renewal of any material Material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April 30, 1997, except as disclosed on Schedule 3.8B hereto or any of the Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica Slowdown, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing.

Certain Actions. Since April 30December 31, 19971999, the Company has not, --------------- except as disclosed on Schedule 3.8A hereto or any of the Financial Statements or notes thereto: (a) discharged or satisfied any Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from of any stockholderMajority Shareholder (other than distributions (i) for any amounts owed by the Company to the Majority Shareholders for repayment of loans and for payment of performance bonuses to employees of the Company in accordance with the past practices of the Company and as set forth on Schedule 3.8 hereto, and (ii) for income taxes and ------------ expenses incurred in connection with the transactions contemplated hereby, in each case so long as such payments and expenses are included in the calculation of the Net Working Capital of the Company and so long as the Company retains at least the Minimum Cash as of the Closing Date (collectively, the "Permitted Distributions")); (cb) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (dc) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (ed) canceled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 15,000 individually or $25,000 50,000 in the aggregate; (fe) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material Material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (gf) amended its charter or bylaws; (h) outside the ordinary course of business, paid or made a commitment to pay any severance or termination payment to any employee or consultantconsultant for which Buyer could be liable; (g) made any Material change in its method of management operation, accounting or reporting of income or deductions for tax purposes; (h) made any Material change outside the ordinary course of the Business in the Company's working capital other than Permitted Distributions; (i) made any material change in its method of management or operation or method of accounting; (j) Material acquisitions, made any Material capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,00050,000; (kj) made any investment or commitment therefor in any Person; (lk) made any payment or contracted for the payment of any bonus or other compensation or personal expensesexpenses for which Buyer could be liable, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders Majority Shareholders of the Company; (ml) made, amended, amended or entered into any written employment contract with any officers or key employees of the Company listed on Schedule -------- 3.8 hereto for which Buyer could be liable or created or made any material Material --- change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (m) except as set forth on Schedule 3.8 ------------ hereto, made or entered into any Contract greater than the smallest of the Contracts scheduled in accordance with Schedule 3.15; (n) materially amended made or entered into ------------- any agreement granting any Person any offer rights in respect of the Company's shares; (o) entered into any non-competition agreement restricting the Company from engaging in the Business; (p) except as set forth on Schedule -------- 3.8 hereto, made or entered into any employment agreement or other material --- agreement or other arrangement with any officer, director, shareholder or Affiliate of the Company; or (q) amended, experienced a termination or received notice of actual or threatened termination or non-renewal of any material Material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April 30, 1997, except as disclosed on Schedule 3.8B hereto or any of the Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica Slowdown, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing.

Certain Actions. Since April June 30, 19971999, neither Invisions --------------- Group nor the Company has nothas, except as disclosed on Schedule 3.8A hereto or any of the Financial Statements or notes thereto: (a) discharged or satisfied any Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from of any stockholderStockholder; (cb) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoeverwhatsoever in excess of $10,000 in the aggregate; (dc) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (ed) canceled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 individually or $25,000 50,000 in the aggregate; (fe) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material Material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (gf) amended its charter articles of incorporation or bylaws; (hg) outside the ordinary course of business, paid or made a commitment to pay any severance or termination payment to any employee or consultant; (ih) made any material Material change in its method of management operation, accounting or operation reporting of income or method deductions for tax purposes or any change outside the ordinary course of accountingthe Business in the Company's working capital; (ji) made any Material acquisitions, made any Material capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,00050,000; (kj) made any investment or commitment therefor in any Person; (lk) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders Stockholders of Invisions Group or the Company; (ml) made, amended, amended or entered into any written employment contract with any officers or key employees of the Company listed on Exhibit D hereto or created or made any material Material change in any bonus, stock --------- option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (m) made or entered into any Contract greater than the smallest of the Contracts scheduled in accordance with Section 3.15 of the Disclosure Schedule; (n) materially amended made or entered into any agreement granting any Person any registration or offer rights in respect of the Invisions Group or the Company's capital stock; (o) entered into any non-competition agreement restricting the Company from engaging in the Business; (p) made or entered into any employment agreement or other agreement or other arrangement with any officer, director, Stockholder or Affiliate of Invisions Group or the Company; or (q) amended, experienced a termination or received notice of actual or threatened termination or non-renewal of any material Material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April 30, 1997, except as disclosed on Schedule 3.8B hereto or any of the Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica Slowdown, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing.

Certain Actions. Since April June 30, 19971998, the Company has not, except --------------- as disclosed on Schedule 3.8A hereto or any of the Financial Statements or notes ------------- thereto: (a) discharged or satisfied any Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholderstockholder (other than distributions to pay estimated income taxes of the Sellers associated with the income of the Company); (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance other than Permitted Exceptions to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its debtsreceivables, rights, or claims against third parties in excess of $10,000 15,000 individually or $25,000 35,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amended its charter or bylaws; (h) paid or made a commitment to pay any severance or termination payment to any employee or consultant; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,00040,000; (k) made any investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (Ai) wages and salaries and business expenses paid in the ordinary course of the Business, and (Bii) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April June 30, 19971998, except as disclosed on Schedule 3.8B hereto or ------------- any of the Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica SlowdownCompany, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing.

Certain Actions. Since April 30December 31, 19971998, the Company has not, except as disclosed on Schedule 3.8A hereto or any of the Financial Statements or notes theretothereto and except for certain bonuses paid in cash and capital stock approved by Global and except for the repayment of the Funded Indebtedness, the sale of the Phoenix Business and the other transactions expressly provided for in this Agreement: (a) discharged or satisfied any Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholderstockholder (other than distributions to pay estimated income taxes of the Seller associated with the income of the Company); (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance other than Permitted Exceptions to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its debtsreceivables, rights, or claims against third parties in excess of $10,000 15,000 individually or $25,000 35,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amended its charter or bylaws; (h) paid or made a commitment to pay any severance or termination payment to any employee or consultant; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,00040,000; (k) made any investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (Ai) wages and salaries and business expenses paid in the ordinary course of the Business, and (Bii) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April 30December 31, 19971998, except as disclosed on Schedule 3.8B hereto or any of the Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica SlowdownCompany, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing.

Certain Actions. Since April 30December 31, 19971999, the Company has --------------- not, except as disclosed on Schedule 3.8A hereto or any of the Financial Statements or notes thereto: (a) discharged or satisfied any Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from or any stockholderStockholder (other than distributions (i) of certain assets mutually agreed upon by the Company and Iconixx that have been delivered to the Company by its customers in lieu of a cash payment for services as listed on Section 3.8 of the Disclosure Schedule ----------- ------------------- and (ii) for income taxes for tax periods ending on or prior to closing with respect to the Company or its Stockholders (excluding tax subject to reimbursement pursuant to Section 6.5(c)) and expenses incurred in connection with the transactions contemplated hereby so long as no Net Working Capital Adjustment will occur as of the Closing Date (collectively the "Permitted Distributions")); (cb) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (dc) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (ed) canceled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 individually or $25,000 50,000 in the aggregate; (fe) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material Material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (gf) amended its charter certificate of incorporation or bylaws; (hg) outside the ordinary course of business, paid or made a commitment to pay any severance or termination payment to any employee or consultant; (ih) made any material Material change in its method of management operation, accounting or operation reporting of income or method deductions for tax purposes or any change outside the ordinary course of accountingthe Business in the Company's working capital other than Permitted Distributions; (ji) made any Material acquisitions, made any Material capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,00050,000; (kj) made any investment or commitment therefor in any Person; (lk) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders Stockholders of the Company; (ml) made, amended, amended or entered into any written employment contract with any officers or key employees of the Company listed on Schedule 3.8 hereto or created or made any material ------------ Material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (m) made or entered into any Contract greater than the smallest of the Contracts scheduled in accordance with Schedule 3.15; (n) materially amended made or entered into any agreement granting any Person any ------------- registration or offer rights in respect of the Company's capital stock; (o) entered into any non-competition agreement restricting the Company from engaging in the Business; (p) made or entered into any employment agreement or other agreement or other arrangement with any officer, director, Stockholder or Affiliate of the Company; or (q) amended, experienced a termination or received notice of actual or threatened termination or non-renewal of any material Material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April 30, 1997, except as disclosed on Schedule 3.8B hereto or any of the Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica Slowdown, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing.

Certain Actions. Since April 30December 31, 1997, the Company has not, except as disclosed on Schedule 3.8A hereto or any of the Financial Statements or notes thereto: (a) discharged or satisfied any Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholderstockholder (other than distributions to pay estimated income taxes of the Seller associated with the income of the Company); (cb) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (dc) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (ed) canceled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 25,000 individually or $25,000 100,000 in the aggregate; (fe) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (gf) amended its charter or bylaws; (hg) paid or made a commitment to pay any severance or termination payment to any employee or consultant; (ih) made any material change in its method of management management, operation, accounting or operation reporting income or method of accountingdeductions for tax purposes; (ji) made any material acquisitions, capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,00025,000 individually or $100,000 in the aggregate; (kj) made any investment or commitment therefor in any Person; (lk) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders stockholders of the Company; (ml) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (m) made or entered into any vendor, supply, sales, distribution, franchise, consortia or travel agency agreement which involves annual consideration (or commissions) in excess of $50,000; (n) materially amended made or experienced a termination of entered into any material contract, agreement, lease, franchise agreement granting any Person any registration or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except offer rights in the ordinary course respect of the BusinessCompany's capital stock; or (o) entered into any non-competition agreement; (p) made or entered into any agreement or other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April 30, 1997, except as disclosed on Schedule 3.8B hereto or any of the Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica Slowdown, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing.arrangement

Certain Actions. Since April June 30, 19971998, the Company has not, except --------------- as disclosed on Schedule 3.8A hereto or any of the Financial Statements or notes theretohereto: (a) discharged or satisfied any ------------- Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholder; provided, however, that dividends or distributions of cash may be made subject to the minimum cash threshold closing condition contained in Section 7.1(d); (c) -------------- made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 individually or $25,000 50,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amended its charter Certificate of Incorporation or bylawsBylaws; (h) paid or made a commitment to pay any severance or termination payment to any employee or consultantconsultant other than commitments or payments in the ordinary course of business which do not, in the aggregate, exceed $25,000; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,000100,000; (k) made any investment or commitment therefor to invest in any Person; (l) made any payment or contracted for the payment of any bonus bonus, gratuity, or other compensation or personal expensescompensation, other than (A) wages and wages, salaries and business expenses bonuses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders stockholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effectparty, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April June 30, 19971998, except as disclosed on Schedule 3.8B hereto or any of the Financial Statements or notes theretohereto, there has not been (a) any Material ------------- Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica SlowdownCompany, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing.

Certain Actions. Since April 30December 31, 1997, the Company Seller has not, except as disclosed on Schedule 3.8A hereto or any of the Financial Statements or notes thereto: (a) discharged or satisfied any Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholderstockholder (other than distributions to pay estimated income taxes of the shareholders of Seller associated with the income of Seller); (cb) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (dc) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangiblethe Purchased Assets; (ed) canceled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 50,000 individually or $25,000 150,000 in the aggregate; (fe) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets of the Purchased Assets (except in the ordinary course of the Transferred Business); (gf) amended its charter or bylaws; (hg) paid or made a commitment to pay any severance or termination payment to any employee or consultantconsultant engaged in the Transferred Business; (ih) made any material change in its the method of management management, operation, accounting (including in respect of Working Capital) or operation reporting income or method deductions for tax purposes in respect of accountingthe Seller or the Transferred Business; (ji) made made, with respect to the Transferred Business, any material acquisitions, capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Transferred Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,00050,000; (kj) made any investment or commitment therefor in any Person; (lk) made made, with respect to the Transferred Business, any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Transferred Business, and (B) wage and salary adjustments made in the ordinary course of the Transferred Business for employees who are not officers, directors, or shareholders of the CompanySeller; (ml) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (nm) materially amended made or experienced a termination entered into any vendor, supply, sales, distribution, franchise, consortia or travel agency agreement which involves annual consideration (or commissions) in excess of any material contract$50,000 with respect to the Transferred Business, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except other than in the ordinary course of the Businessbusiness on normal commercial terms; or (on) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April 30, 1997, except as disclosed on Schedule 3.8B hereto or any of the Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica Slowdown, or (d) any shutdown, material slownon-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing.competition

Certain Actions. Since April 30, 1997the date of the Most Recent Financial Statements, the Company has not, except as disclosed on Schedule 3.8A hereto or any of the Financial Statements or notes thereto: (a) discharged or satisfied any Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholderstockholder (other than distributions to pay estimated income taxes of the Sellers associated with the income of the Company); (cb) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (dc) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (ed) canceled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 25,000 individually or $25,000 100,000 in the aggregate; (fe) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (gf) amended its charter or bylaws; (hg) paid or made a commitment to pay any severance or termination payment to any employee or consultant; (ih) made any material change in its method of management management, operation, accounting or operation reporting income or method of accountingdeductions for tax purposes; (ji) made any material acquisitions, capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,00025,000 individually or $100,000 in the aggregate; (kj) made any investment or commitment therefor in any Person; (lk) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders stockholders of the Company; (ml) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (m) made or entered into any vendor, supply, sales, distribution, franchise, consortia or travel agency agreement which involves annual consideration (or commissions) in excess of $50,000; (n) made or entered into any agreement granting any Person any registration or offer 14 rights in respect of the Company's capital stock; (o) entered into any non-competition agreement; (p) made or entered into any agreement or other arrangement with any officer, director, stockholder, or Affiliate of the Company or, other than in the ordinary course of business, any employee of the Company; (q) materially amended or amended, experienced a termination or received notice of actual or threatened termination or non-renewal of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (or) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April 30, 1997, except as disclosed on Schedule 3.8B hereto or any of the Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica Slowdown, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing.

Certain Actions. Since April 30December 31, 19971998, the Company has not, --------------- except as disclosed on Schedule 3.8A hereto or any of the Financial Statements ------------- or notes theretothereto and except for certain year-end bonuses approved by Global: (a) discharged or satisfied any Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholderstockholder (other than distributions to pay estimated income taxes of the Sellers associated with the income of the Company); (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance other than Permitted Exceptions to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its debtsreceivables, rights, or claims against third parties in excess of $10,000 25,000 individually or $25,000 50,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amended its charter or bylaws; (h) paid or made a commitment to pay any severance or termination payment to any employee or consultant; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,000100,000; (k) made any investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (Ai) wages and salaries and business expenses paid in the ordinary course of the Business, and (Bii) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April 30December 31, 19971998, except as disclosed on Schedule 3.8B hereto ------------- or any of the Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica SlowdownCompany, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing.

Certain Actions. Since April June 30, 19971998, the Company has not, except as disclosed on Schedule 3.8A hereto or any of the Financial Statements or notes theretohereto: (a) discharged or satisfied any Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholder; provided, however, that dividends or distributions of cash may be made subject to the minimum cash threshold closing condition contained in Section 7.1(d); (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 individually or $25,000 50,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amended its charter Certificate of Incorporation or bylawsBylaws; (h) paid or made a commitment to pay any severance or termination payment to any employee or consultantconsultant other than commitments or payments in the ordinary course of business which do not, in the aggregate, exceed $25,000; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,000100,000; (k) made any investment or commitment therefor to invest in any Person; (l) made any payment or contracted for the payment of any bonus bonus, gratuity, or other compensation or personal expensescompensation, other than (A) wages and wages, salaries and business expenses bonuses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders stockholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effectparty, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April June 30, 19971998, except as disclosed on Schedule 3.8B hereto or any of the Financial Statements or notes theretohereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica SlowdownCompany, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing.

Certain Actions. Since April 30July 31, 19971998, the Company has not, --- --------------- except as disclosed on Schedule 3.8A hereto or any of the Financial Statements ------------- or notes thereto: (a) discharged or satisfied any Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholderstockholder (other than distributions to pay estimated income taxes of the Sellers associated with the income of the Company); (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance other than Permitted Exceptions to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its debtsreceivables, rights, or claims against third parties in excess of $10,000 15,000 individually or $25,000 35,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amended its charter or bylaws; (h) paid or made a commitment to pay any severance or termination payment to any employee or consultant; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,00040,000; (k) made any investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (Ai) wages and salaries and business expenses paid in the ordinary course of the Business, and (Bii) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April 30July 31, 19971998, except as disclosed on Schedule 3.8B hereto or ------------- any of the Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica SlowdownCompany, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing.

Certain Actions. Since April 30, 1997Basic Warranty Date, the Company has not, except as disclosed on Schedule 3.8A hereto or any of the Financial Statements or notes thereto: (a) discharged or satisfied any Encumbrance or paid any obligation or liabilityLiability, absolute or contingent, other than current liabilities Liabilities incurred and paid in the ordinary course of the Business or incurred any Liability other than Liabilities incurred in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholdershareholder; (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoeverPerson; (d) suffered or permitted any Encumbrance other than Permitted Exceptions to arise or be granted or created against or upon any of its material assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its debtsreceivables, rights, or claims against third parties in excess of $10,000 individually or $25,000 in the aggregateparties; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business)assets; (g) amended its charter or bylawsby-laws (Estatutos); (h) paid or made a commitment to pay any severance or termination payment to any employee or consultantconsultant outside the ordinary course of business; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,000US$50,000; (k) made any investment or commitment therefor in any Person, except in the ordinary course of business, or merged or consolidated with any other Person or acquired a material amount of assets of any other Person; (l) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (Ai) wages and salaries and business expenses paid in the ordinary course of the Business, Business and (Bii) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the CompanyBusiness; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contractContract, agreement, lease, franchise or license to which the Company is a party or any material term thereof; (o) made a Tax election that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (op) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April 30, 1997, except as disclosed on Schedule 3.8B hereto or any of the Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica Slowdown, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoingEffect.

Certain Actions. Since April 30December 31, 1997, the Company has not, except as disclosed (i) on Schedule 3.8A hereto or any of the Financial Statements or notes theretothereto or (ii) pursuant to this Article III: (a) discharged or satisfied any Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholderstockholder (other than distributions to pay estimated income taxes of the Sellers associated with the income of the Company); (cb) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (dc) suffered or permitted any Encumbrance (other than Permitted Exceptions) to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (ed) canceled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 50,000 individually or $25,000 160,000 in the aggregate; (fe) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (gf) amended its charter or bylaws; (hg) paid or made a commitment to pay any severance or termination payment to any employee or consultantconsultant other than the Bonuses to be made by the Company prior to the Closing in an aggregate amount not to exceed $600,000; (ih) made any material change in its method of management management, operation, accounting or operation reporting income or method of accountingdeductions for tax purposes; (ji) made any material acquisitions, capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,00050,000 individually or $160,000 in the aggregate; (kj) made any investment or commitment therefor in any Person; (lk) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (ml) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (m) made or entered into any vendor, supply, sales, distribution, franchise, consortia or travel agency agreement which involves annual consideration (or commissions) in excess of $50,000; (n) made or entered into any agreement granting any Person any registration or offer rights in respect of the Company's capital stock; (o) entered into any non-competition agreement; (p) made or entered into any agreement or other arrangement with any officer, director, shareholder, employee or Affiliate of the Company or any of the foregoing Persons except pursuant to the terms or requirements hereof or as contemplated hereby; (q) materially amended or amended, experienced a termination or received notice of actual or threatened termination or non-renewal of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (or) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April 30, 1997, except as disclosed on Schedule 3.8B hereto or any of the Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica Slowdown, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing.

Certain Actions. Since April June 30, 19971998, the Company has not, except as --------------- disclosed on Schedule 3.8A hereto or any of the Financial Statements or ------------- notes thereto: (a) discharged or satisfied any Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholderstockholder (other than distributions to pay estimated income taxes of the Sellers associated with the income of the Company); (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance other than Permitted Exceptions to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its debtsreceivables, rights, or claims against third parties in excess of $10,000 25,000 individually -11- or $25,000 50,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amended its charter or bylaws; (h) paid or made a commitment to pay any severance or termination payment to any employee or consultant; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,00050,000; (k) made any investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (Ai) wages and salaries and business expenses paid in the ordinary course of the Business, and (Bii) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April June 30, 19971998, except as disclosed on Schedule 3.8B hereto or any of the ------------- Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica SlowdownCompany, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing.

Certain Actions. Since April 30July 31, 19971996, the Company has not, --------------- except as disclosed on Schedule 3.8A hereto or any of the Financial Statements ------------- or notes thereto: (a) discharged or satisfied any Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholder; (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceledcancelled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 individually or $25,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amended its charter or bylaws; (h) paid or made a commitment to pay any severance or termination payment to any employee or consultant; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,00050,000; (k) made any investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April 30July 31, 19971996, except as disclosed on Schedule 3.8B hereto or ------------- any of the Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica SlowdownCompany, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing.

Certain Actions. Since April 30December 31, 1997, the Company has not, --------------- except as disclosed on Schedule 3.8A hereto or any of the Financial Statements or notes theretoStatements: ------------- (a) discharged or satisfied any Material Encumbrance or paid any Material obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholderstockholder (other than distributions to pay estimated income taxes of the Sellers associated with the income of the Company); (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoeverwhatsoever except for employee loans and advances in the ordinary course of the Business consistent with past practices; (d) suffered or permitted any Material Encumbrance other than Permitted Exceptions to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its debtsreceivables, rights, or claims against third parties in excess of $10,000 15,000 individually or $25,000 50,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material Material damage, destruction, or loss (whether or not covered by insurance) to, any Material assets (except in the ordinary course of the Business); (g) amended its charter or bylawsbylaws in any way materially adverse to Buyer; (h) paid or made a commitment to pay any severance or termination payment to any employee or consultantconsultant that would in the aggregate be Material following the Closing Date; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, including, without limitation, replacements of equipment expenditures that in the ordinary course of the Businessaggregate are Material, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,000; (k) made any investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (Ai) wages and salaries and business expenses paid in the ordinary course of the Business, and (Bii) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract except in the ordinary course of the Business or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April 30December 31, 1997, except as disclosed on Schedule 3.8B hereto or any of the Financial ------------- Statements or notes theretoas contemplated by this Agreement, there has not been (a) any Material Adverse Change including, but not limited to, with respect to the loss of any material Material customers or suppliers of the Company, or in any material Material assets of the Company, (b) any Material extraordinary contracts, commitments, orders or rebatesrebates outside of the course of the Business, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica SlowdownCompany, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing.

Certain Actions. Since April 30, 1997the date of the Most Recent Financial Statements, the Company has Companies have not, except as disclosed on Schedule 3.8A hereto or any of the Financial Statements or notes thereto: (a) discharged or satisfied any Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholderstockholder (other than distributions to pay estimated income taxes of the Sellers associated with the income of the Companies); (cb) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (dc) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (ed) canceled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 25,000 individually or $25,000 100,000 in the aggregate; (fe) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (gf) amended its charter or bylaws; (hg) paid or made a commitment to pay any severance or termination payment to any employee or consultant; (ih) made any material change in its method of management management, operation, accounting or operation reporting income or method of accountingdeductions for tax purposes; (ji) made any material acquisitions, capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,00025,000 individually or $100,000 in the aggregate; (kj) made any investment or commitment therefor in any Person; (lk) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders stockholders of the CompanyCompanies; (ml) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (m) made or entered into any vendor, supply, sales, distribution, franchise, consortia or travel agency agreement which involves annual consideration (or commissions) in excess of $50,000; (n) made or entered into any agreement granting any Person any registration or offer rights in respect of the Companies' capital stock; (o) entered into any non-competition agreement; (p) made or entered into any agreement or other arrangement with any officer, director, stockholder, or Affiliate of the Companies or, other than in the ordinary course of business, any employee of the Companies; (q) materially amended or amended, experienced a termination or received notice of actual or threatened termination or non-renewal of any material contract, agreement, lease, franchise or license to which the Company is Companies are a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (or) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April 30, 1997, except as disclosed on Schedule 3.8B hereto or any of the Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica Slowdown, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing.