7
arrangement made to or for the benefit of any
such officers or key employees,
(iv) any loan, guarantee, gift, bonus,
pension, retirement, insurance, death or
other fringe benefit accrued, paid or granted
to any officer or employee of the Company,
(v) any loans to or borrowing by the
Company, any mortgage or pledge with respect
to any of its properties or assets or any
assumption, guarantee, endorsement or other
agreement to become liable (directly,
contingently or otherwise) for the
obligations of any other person or entity,
* * * * * * *
(vii) any sale or disposition (or
agreement to sell or dispose) of any assets,
tangible or intangible, of the Company except
in the ordinary course of business,
(viii) any cancellation or compromise
(or agreement to cancel or compromise) any
debts owed or claims of the Company,
(ix) any declaration or payment of any
dividend or other distribution in respect of,
or purchase, redemption or acquisition of any
shares of the capital stock of the Company,
* * * * * * *
(xii) any other event or condition of
any character pertaining to and materially
adversely affecting the Company or its
business.
* * * * * * *
4.20 Intercompany Documents. Schedule 4.20
attached hereto sets forth a true and complete list of
all agreements, contracts, commitments and
understandings (including, but not limited to,
intercompany loans) between the Company and/or the
Seller or between either of the foregoing and any of
their affiliates.
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