Common use of Absence of Certain Acts or Events Clause in Contracts

Absence of Certain Acts or Events. Except as disclosed in Section 4.18 of the Disclosure Schedule, since May 31, 2005, the Company has not: (i) authorized or issued any of its units of equity interests (including any held in its treasury) or any other securities; (ii) declared or paid any dividend or made any other distribution of or with respect to its units of equity interests or other securities or purchased or redeemed any units of its equity interests or other securities; (iii) paid any bonus or increased the rate of compensation of, or increased any benefits granted under any Plans for, any of its employees, except for increases in employee compensation in the ordinary course of business and not exceeding 4% of such employee’s annual compensation; (iv) sold, leased, transferred or assigned any of its assets or properties, other than in the ordinary course of business; (v) made or obligated itself to make capital expenditures aggregating more than $25,000; (vi) incurred any material obligations or liabilities (including any indebtedness) or entered into any material transaction, except for this Agreement and the transactions contemplated hereby; (vii) suffered any theft, damage, destruction or casualty loss in excess of $25,000; (viii) deferred the payment of any liabilities or accounts payable or deferred the acquisition of any inventory outside the ordinary course of business or in a manner inconsistent with past practices; (ix) accelerated the collection of any accounts receivable outside the ordinary course of business or in a manner inconsistent with past practices; (x) made any changes with respect to its Tax or financial accounting or any Tax election; (xi) granted any Lien with respect to the Units or any assets or properties of the Company; (xii) modified or terminated any Contract or any material term thereof except in the ordinary course of business; or (xiii) made any addition to or modification of the Plans described in Section 4.22 of the Disclosure Schedule, other than contributions made for the period after December 31, 2004, in accordance with the Company’s normal practices or the extension of coverage to officers or employees of the Company who became eligible after December 31, 2004.

Absence of Certain Acts or Events. Except as disclosed in Section 4.18 Schedule 4.17 and except for transfers to CXI's wholly-owned subsidiary, Commodore Applied Technologies, Inc. ("CASI") to adjust CASI's net worth in order to maintain compliance with covenants in a line of credit facility, since the date of the Disclosure ScheduleLast Balance Sheet, since May 31, 2005, the Company neither CXI nor any Subsidiary has not: (i) authorized or issued any of its units of equity interests (including any held in its treasury) Common Stock or any other securities; (ii) declared or paid any dividend or made any other distribution of or with respect to its units of equity interests or other securities Common Stock or purchased or redeemed any units of its equity interests Common Stock or other securities; (iii) paid any bonus in excess of $5,000 as to any one employee or $20,000 as to all employees in the aggregate or increased the rate of compensation of, or increased any benefits granted under any Plans for, of any of its employees, except for increases in employee compensation salaried employees other than in the ordinary course of business and not exceeding 4% of such employee’s annual compensationconsistent with past practice; (iv) sold, leased, sold or transferred or assigned any of its assets or properties, other than in the ordinary course of business; (v) as of the date of this Agreement, made or obligated itself to make capital expenditures aggregating more than $25,00010,000 or, in any case, for use other than in its business as currently conducted; (vi) made any payment in respect of its liabilities other than scheduled payments of principal and/or interest, as set forth on Schedule 4.17, or otherwise than in the ordinary course of business; (vii) incurred any material obligations or liabilities (including any indebtedness) or entered into any material transaction, other than this Agreement, except for this Agreement and in the transactions contemplated herebyordinary course of business consistent with past practice; (viiviii) suffered any material theft, ; (ix) suffered any damage, destruction or casualty loss in excess of $25,00025,000 that was not covered by insurance or in excess of $5,000 whether or not covered by insurance; (viiix) deferred waived any right of material value; (xi) incurred any indebtedness (other than to trade creditors) (xii) made or adopted any change in its accounting practice or policies; (xiii) made any adjustment to its books and records other than in respect of the payment conduct of its business activities in the ordinary course during the period since January 1, 1995; (xiv) made any liabilities loan or accounts payable or deferred the acquisition of any inventory outside advance other than advances to employees in the ordinary course of business or in a manner inconsistent with past practices; (ix) accelerated the collection of any accounts receivable outside the ordinary course of business or in a manner inconsistent with past practices; (x) made any changes with respect not exceeding $5,000 as to its Tax or financial accounting or any Tax election; (xi) granted any Lien with respect to the Units or any assets or properties of the Company; (xii) modified or terminated any Contract or any material term thereof except all employees in the ordinary course of business; or (xiii) made any addition to or modification of the Plans described in Section 4.22 of the Disclosure Schedule, other than contributions made for the period after December 31, 2004, in accordance with the Company’s normal practices or the extension of coverage to officers or employees of the Company who became eligible after December 31, 2004aggregate.

Absence of Certain Acts or Events. Except as disclosed in Section 4.18 Schedule 4.16, since the date of the Disclosure Schedule, since May 31, 2005Last Balance Sheet, the Company Seller has not: not (i) ------------- authorized or issued any of its units shares of equity interests capital stock (including any held in its treasury) or any other securities; (ii) declared or paid any dividend or made any other distribution of or with respect to its units shares of equity interests capital stock or other securities or purchased or redeemed any units shares of its equity interests capital stock or other securities; (iii) paid any bonus or increased the rate of compensation of, or increased any benefits granted under any Plans for, of any of its employees, except for increases in employee compensation in the ordinary course of business and not exceeding 4% of such employee’s annual compensationStore Employees; (iv) sold, leased, sold or transferred or assigned any of its assets or properties, relating to the Stores other than in the ordinary course of business; (v) made or obligated itself to make capital expenditures with respect to the Stores aggregating more than $25,0005,000; (vi) made any payment in respect of the Excluded Liabilities other than in the ordinary course of business; (vii) incurred any material obligations or liabilities (including any indebtedness) or entered into any material transactiontransaction relating to the ownership, business or operation of the Stores, except for this Agreement and the transactions contemplated hereby; (viiviii) suffered any theft, damage, destruction or casualty loss in excess of $25,000; (viii) deferred 5,000 with respect to the payment of any liabilities or accounts payable or deferred the acquisition of any inventory outside the ordinary course of business or in a manner inconsistent with past practicesStores; (ix) accelerated the collection of suffered any accounts receivable outside the ordinary course of business or in a manner inconsistent with past practices; (x) made any changes with respect to its Tax or financial accounting or any Tax election; (xi) granted any Lien extraordinary losses with respect to the Units or any assets or properties of the Company; (xii) modified or terminated any Contract or any material term thereof except in the ordinary course of businessStores; or (xiiix) made waived any addition right of material value relating to the ownership, business or modification operation of the Plans described in Section 4.22 of the Disclosure Schedule, other than contributions made for the period after December 31, 2004, in accordance with the Company’s normal practices or the extension of coverage to officers or employees of the Company who became eligible after December 31, 2004Stores.

Absence of Certain Acts or Events. Except as disclosed in Section 4.18 Schedule 3.16, since the date of the Disclosure ScheduleLast Balance Sheet, since May 31, 2005, the Company neither GEI nor any Subsidiary has not: (i) authorized or issued any of its units of equity interests (including any held in its treasury) Membership Units or any other securities; (ii) declared or paid any dividend or made any other distribution of or with respect to its units of equity interests or other securities Membership Units or purchased or redeemed any units of its equity interests Membership Units or other securities; (iii) paid any bonus in excess of $5,000 as to any one employee or $20,000 as to all employees in the aggregate or increased the rate of compensation of, or increased any benefits granted under any Plans for, of any of its employees, except for increases in employee compensation salaried employees other than in the ordinary course of business and not exceeding 4% of such employee’s annual compensationconsistent with past practice; (iv) sold, leased, sold or transferred or assigned any of its assets or properties, other than in the ordinary course of business; (v) as of the date of this Agreement, made or obligated itself to make capital expenditures aggregating more than $25,00010,000 or, in any case, for use other than in its business as currently conducted; (vi) made any payment in respect of its liabilities other than scheduled payments of principal and/or interest, as set forth on Schedule 3.16, or otherwise than in the ordinary course of business; (vii) incurred any material obligations or liabilities (including any indebtedness) or entered into any material transaction, other than this Agreement, except for this Agreement and in the transactions contemplated herebyordinary course of business consistent with past practice; (viiviii) suffered any material theft, ; (ix) suffered any damage, destruction or casualty loss in excess of $25,00025,000 that was not covered by insurance or in excess of $5,000 whether or not covered by insurance; (viiix) deferred waived any right of material value; (xi) incurred any indebtedness (other than to trade creditors) (xii) made or adopted any change in its accounting practice or policies; (xiii) made any adjustment to its books and records other than in respect of the payment conduct of its business activities in the ordinary course during the period since January 1, 1995; (xiv) made any liabilities loan or accounts payable or deferred the acquisition of any inventory outside advance other than advances to employees in the ordinary course of business or in a manner inconsistent with past practices; (ix) accelerated the collection of any accounts receivable outside the ordinary course of business or in a manner inconsistent with past practices; (x) made any changes with respect not exceeding $5,000 as to its Tax or financial accounting or any Tax election; (xi) granted any Lien with respect to the Units or any assets or properties of the Company; (xii) modified or terminated any Contract or any material term thereof except all employees in the ordinary course of business; or (xiii) made any addition to or modification of the Plans described in Section 4.22 of the Disclosure Schedule, other than contributions made for the period after December 31, 2004, in accordance with the Company’s normal practices or the extension of coverage to officers or employees of the Company who became eligible after December 31, 2004aggregate.

Absence of Certain Acts or Events. Except for the transactions contemplated hereby or as disclosed in Section 4.18 5.19 of the Disclosure ScheduleSchedules, since May December 31, 20052007, each of the Company and the Subsidiary has, in all material respects, conducted its business in the ordinary course consistent with past practice and has not: (i) authorized or issued any of its shares of capital stock, units of equity membership interests or any other securities (including any held in its treasury) or any other securities); (ii) declared or paid any dividend or made any other distribution of or with respect to its units shares of equity interests capital stock or other securities or purchased or redeemed any units shares of its equity interests capital stock or other securitiessecurities or paid any bonus to its employees; (iii) paid any bonus or increased the rate of compensation of, or increased any benefits granted under any Plans for, of any of its employees, employees (except for any regularly scheduled annual pay increases in employee compensation in the ordinary course of business and not exceeding 4% of such employee’s annual compensationconsistent with past practices); (iv) sold, leased, transferred or assigned any of its assets or propertiesassets, other than in the ordinary course of business; (v) made or obligated itself to make capital expenditures aggregating more than $25,000100,000; (vi) incurred any material obligations or liabilities (including any indebtedness) or entered into any material transaction, except for this Agreement and the transactions contemplated hereby; (vii) suffered any theft, damage, destruction or casualty loss in excess of $25,000100,000; (viii) deferred the payment of any liabilities or accounts payable or deferred the acquisition of any inventory outside the ordinary course of business or in a manner inconsistent with past practices; or (ix) accelerated the collection of any accounts receivable outside the ordinary course of business or in a manner inconsistent with past practices; (x) made any changes with respect to its Tax or financial accounting or any Tax election; (xi) granted any Lien with respect to . As of the Units or any assets or properties Closing Date, none of the Company; (xii) modified ’s or terminated any Contract or the Subsidiary’s accounts payable will be past due in any material term thereof except in respect. All net cash generated by the ordinary course Company and the Subsidiary (after payment of business; or (xiiitheir accounts payable and expenses consistent with past practices) made any addition to or modification of the Plans described in Section 4.22 of the Disclosure Schedule, other than contributions made for the period after between December 31, 2004, 2007 and the Closing is or will be deposited in accordance with a bank account registered in the Company’s normal practices or the extension of coverage to officers or employees name of the Company who became eligible after December 31or the Subsidiary, 2004as applicable.