CompUSA 2014 Annual Report Download - page 144

3.11 Absence of Certain Changes.
Other than pursuant to this Agreement or as described on Schedule 3.11, since the date of the
Recent Balance Sheets until the date of this Agreement, no Company has:
(a)
Suffered any theft, damage, destruction or casualty loss to any material asset or any material portion of its assets
(whether or not covered by insurance), or any substantial destruction of its books and records;
(b)
Sold, leased, assigned or transferred any material asset or any material portion of its assets other than sales of
inventory in the ordinary course of business and other dispositions in the ordinary course of business and not in excess of $100,000;
(c)
Waived any right of material value except in the ordinary course of business and not in excess of $25,000 and
consistent with past practice;
(d)
(i) Made or granted any bonus or any wage, salary or compensation increase or any severance or termination pay to
any current or former employee, officer, director or independent contractor or consultant, other than in the ordinary course of business and in
amounts either consistent with past practice or the
terms of the Employee Benefit Plans set forth on Schedule 3.19(a) and which have been
accrued and/or paid and not in excess of $25,000 with respect to any individual or as provided for in any written agreements and which have
been provided to Buyer or required by applicable Law; (ii) changed the terms of employment for any employee or any termination of any
employees (x) for which the aggregate costs and expenses would exceed $25,000 in payments by any Company or (y) so as to release any non-
compete, non-
solicitation, confidentiality or proprietary work restrictions; or (iii) accelerated the vesting or payment of any compensation or
benefit for any current or former employee, officer, director, independent contractor or consultant;
(e)
Made any capital investment in, loan or advance to a third Person (other than to Seller and its Affiliates) outside the
ordinary course of business and not in excess of $15,000;
(f) Made any payment of, or commitment to pay, any “stay put”, change of control, “golden parachute”,
severance or
termination pay to any employee in respect of the sale, reorganization or merger of any Company, including the transactions contemplated
hereby;
(g) Changed any material accounting methods or practices or changed depreciation or amortization policies or rates;
(h)
Disposed of any of its material assets or properties (outside of inventory sold in the ordinary course of business) in
anticipation of this Agreement;
(i)
Made any acquisition of all or any substantial part of the stock or the business or operating assets of any other
Person;
(j) Made an amendment of the Governing Documents of such Company;
(k) Split, combined or reclassified any shares of its Equity;
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