asset acquisitions - Jackson Walker LLP

Documents based upon information furnished to the Company in writingby Parent specifically for use therein.(c) Neither the information with respect to the Company or anySubsidiary that the Company furnishes in writing to Parent specifically foruse in the Parent Disclosure Documents (as defined in Section 6.09(a)) northe information incrporated (sic) by reference from documents filed by theCompany with the SEC will, at the time of the provision thereof to Parentor at the time of the filing thereof by the Company with the SEC, as thecase may be, at the time of the meeting of the Company’s stockholders, ifany, contain any untrue statement of a material fact or omit to state anymaterial fact required to be stated therein or necessary in order to make thestatements made therein, in the light of the circumstances under whichthey were made, not misleading.Section 5.10. Absence of Certain Changes. Except as set forth inSchedule 5.10 hereto, the Company 10-K or the Company 10-Qs, since theBalance Sheet Date, the Company and the Subsidiaries have conductedtheir business in the ordinary course consistent with past practice and therehas not been:(a) any event, occurrence or development of a state ofcircumstances or facts which has had or reasonably could be expectedto have a Material Adverse Effect;(b) other than regular quarterly dividends in an amount not inexcess of $.025 per share per quarter, any declaration, setting aside orpayment of any dividend or other distribution with respect to any shares ofcapital stock of the Company, or any repurchase, redemption or otheracquisition by the Company or any Subsidiary of any outstanding sharesof capital stock or other securities of, or other ownership interests in, theCompany or any Subsidiary;(c) any amendment of any material term of any outstandingsecurity of the Company or any Subsidiary that could reasonably beexpected to be materially adverse to the Company;(d) any incurrence, assumption or guarantee by the Companyor any Subsidiary of any indebtedness for borrowed money other than inthe ordinary course of business and in amounts and on terms consistentwith past practices;(e) any creation or assumption by the Company or anySubsidiary of any material Lien on any material asset other than in theordinary course of business consistent with past practices;(f) any making of any material loan, advance or capitalcontributions to or investment in any Person other than loans, advances or3068470v1Appendix H – Page 7