(b) Any damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, assets, business or prospects of RARS;
(c) Any change in the accounting methods or business followed by RARS, or any change in the depreciation or amortization policies or rates adopted by RARS (whether or not presently outstanding), except liabilities incurred, and obligations under agreements entered into, in the ordinary course of business; or
(d) Any sale, lease, abandonment or other disposition by RARS, other than in the ordinary course of business, of any machinery, equipment or other operating properties directly or indirectly related to the business of RARS.
2.8 SEC and OTC Filings. RARS suspended its reporting requirements of the Securities Exchange Act of 1934, as amended and is currently delinquent in filing reports, schedules, forms, statements and other documents required to be filed by it with the OTC Markets (all of the foregoing which were filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the OTC Documents) and the shares of common stock are currently eligible for quotation on the OTC Markets Group, Inc. under the symbol RARS with a stop sign affixed next to its symbol. To the knowledge of Seller, none of the OTC Documents, at the time they were filed with the OTC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of Seller, none of the statements made in any such OTC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof).
2.9 Litigation. To the knowledge of Seller, there is no claim, legal action, suit, arbitration, investigation or hearing, notice of claims or other legal, administrative or governmental proceedings pending or to the knowledge of Seller, threatened against Seller or RARS (or in which Seller or RARS is plaintiff or otherwise a party thereto), and, to the knowledge of Seller, there are no facts existing which might result in any such claim, action, suit, arbitration, investigation, hearing, notice of claim or other legal, administrative or governmental proceeding. Neither Seller nor RARS have waived any statute of limitations or other affirmative defense with respect to any of its liabilities. There is no continuing order, injunction, or decree of any court, arbitrator, or governmental or administrative authority to which Seller or RARS is a party or to which it or any of its assets is subject. Neither Seller nor RARS have been permanently or temporarily enjoined or barred by order, judgment or decree of any court or other tribunal or any agency or regulatory body from engaging in or continuing any conduct or business.
2.10 Employee Benefit Plans. To the knowledge of Seller, RARS is not a party to any written or oral (i) contract with any labor union, (ii) bonus, pension, profit-sharing, retirement, deferred compensation, savings, stock purchase, stock option, hospitalization, insurance or other plan providing employees benefits, (iii) employment, agency, consulting or similar contract which cannot be terminated by it in one hundred twenty (120) days or less, without cost, or (iv) any other plan, agreement or arrangement governed by the Employee Retirement Income Security Act of 1974, as amended.
2.11 Material Agreements. Except as set forth in Schedule 2.6 or in the Financial Statements, attached hereto and incorporated herein by reference and to the knowledge of Seller, RARS is not a party to, and is not bound by or subject to, any agreement, arrangement or contract, whether oral or in writing, including without limitation, loan agreements, credit lines, promissory notes, mortgages, pledges, guarantees, security agreements, powers of attorney or other arrangements to loan or borrow money or extend credit, other than this Agreement, including without limitation any of the following:
(a) license, agreement, assignment, or contract (whether as licensor or licensee, assignor or assignee) relating to trademarks, trade names, patents or copyrights (or applications therefore), know-how or technical assistance, or other proprietary rights (other than trademark agreements which are entered into in the ordinary course of the Sellers business in conjunction with sales agreements;