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

Absence of Certain Acts or Events. Except as disclosed in Schedule 3.16, since the date of the Last Balance Sheet, neither GEI nor any Subsidiary has (i) authorized or issued any Membership Units or other securities; (ii) declared or paid any dividend or made any other distribution of or with respect to its Membership Units or purchased or redeemed any of its 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 any of its salaried employees other than in the ordinary course of business consistent with past practice; (iv) sold or transferred any of its assets 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 $10,000 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 obligations or liabilities (including any indebtedness) or entered into any transaction, other than this Agreement, except in the ordinary course of business consistent with past practice; (viii) suffered any material theft; (ix) suffered any damage, destruction or casualty loss in excess of $25,000 that was not covered by insurance or in excess of $5,000 whether or not covered by insurance; (x) 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 conduct of its business activities in the ordinary course during the period since January 1, 1995; (xiv) made any loan or advance other than advances to employees in the ordinary course of business not exceeding $5,000 as to all employees in the aggregate.

Absence of Certain Acts or Events. Except as disclosed in Schedule 3.164.17 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 Last Balance Sheet, neither GEI CXI nor any Subsidiary has (i) authorized or issued any Membership Units Common Stock or other securities; (ii) declared or paid any dividend or made any other distribution of or with respect to its Membership Units Common Stock or purchased or redeemed any of its Membership Units 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 any of its salaried employees other than in the ordinary course of business consistent with past practice; (iv) sold or transferred any of its assets 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 $10,000 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 3.164.17, or otherwise than in the ordinary course of business; (vii) incurred any obligations or liabilities (including any indebtedness) or entered into any transaction, other than this Agreement, except in the ordinary course of business consistent with past practice; (viii) suffered any material theft; (ix) suffered any damage, destruction or casualty loss in excess of $25,000 that was not covered by insurance or in excess of $5,000 whether or not covered by insurance; (x) 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 conduct of its business activities in the ordinary course during the period since January 1, 1995; (xiv) made any loan or advance other than advances to employees in the ordinary course of business not exceeding $5,000 as to all employees in the aggregate.

Absence of Certain Acts or Events. Except as disclosed in Schedule 3.164.16, since the date of the Last Balance Sheet, neither GEI nor any Subsidiary the Seller has not (i) ------------- authorized or issued any Membership Units of its shares of 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 Membership Units shares of capital stock or other securities or purchased or redeemed any shares of its Membership Units capital 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 any of its salaried employees other than in the ordinary course of business consistent with past practiceStore Employees; (iv) sold or transferred any of its assets relating to the Stores other than in the ordinary course of business; (v) as of the date of this Agreement, made or obligated itself to make capital expenditures with respect to the Stores aggregating more than $10,000 or, in any case, for use other than in its business as currently conducted5,000; (vi) made any payment in respect of its liabilities the Excluded 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 transactionmaterial transaction relating to the ownership, other than this Agreementbusiness or operation of the Stores, except in for this Agreement and the ordinary course of business consistent with past practicetransactions contemplated hereby; (viii) suffered any material theft; (ix) suffered any , damage, destruction or casualty loss in excess of $25,000 that was not covered by insurance 5,000 with respect to the Stores; (ix) suffered any extraordinary losses with respect to the Stores; or in excess of $5,000 whether or not covered by insurance; (x) waived any right of material value; (xi) incurred any indebtedness (other than value relating to trade creditors) (xii) made the ownership, business or adopted any change in its accounting practice or policies; (xiii) made any adjustment to its books and records other than in respect operation of the conduct of its business activities in the ordinary course during the period since January 1, 1995; (xiv) made any loan or advance other than advances to employees in the ordinary course of business not exceeding $5,000 as to all employees in the aggregateStores.

Absence of Certain Acts or Events. Except as disclosed in Schedule 3.16Section 4.18 of the Disclosure Schedule, since May 31, 2005, the date of the Last Balance Sheet, neither GEI nor any Subsidiary Company has not: (i) authorized or issued any Membership Units 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 Membership Units units of equity interests or other securities or purchased or redeemed any units of its Membership Units equity interests 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 of, or increased any benefits granted under any Plans for, any of its salaried employees other than employees, except for increases in employee compensation in the ordinary course of business consistent with past practiceand not exceeding 4% of such employee’s annual compensation; (iv) sold sold, leased, transferred or transferred 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 $10,000 or, in any case, for use other than in its business as currently conducted25,000; (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 except for this Agreement, except in Agreement and the ordinary course of business consistent with past practicetransactions contemplated hereby; (viiivii) suffered any material theft; (ix) suffered any , damage, destruction or casualty loss in excess of $25,000 that was not covered by insurance 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 excess a manner inconsistent with past practices; (ix) accelerated the collection of $5,000 whether any accounts receivable outside the ordinary course of business or not covered by insurancein a manner inconsistent with past practices; (x) waived made any right of material valuechanges with respect to its Tax or financial accounting or any Tax election; (xi) incurred granted any indebtedness (other than Lien with respect to trade creditors) the Units or any assets or properties of the Company; (xii) made modified or adopted terminated any change Contract or any material term thereof except in its accounting practice the ordinary course of business; or policies; (xiii) made any adjustment addition to its books and records 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 respect accordance with the Company’s normal practices or the extension of coverage to officers or employees of the conduct of its business activities in the ordinary course during the period since January 1Company who became eligible after December 31, 1995; (xiv) made any loan or advance other than advances to employees in the ordinary course of business not exceeding $5,000 as to all employees in the aggregate2004.

Absence of Certain Acts or Events. Except for the transactions contemplated hereby or as disclosed in Schedule 3.16Section 5.19 of the Disclosure Schedules, since the date December 31, 2007, each of the Last Balance SheetCompany and the Subsidiary has, neither GEI nor any Subsidiary in all material respects, conducted its business in the ordinary course consistent with past practice and has not: (i) authorized or issued any Membership Units of its shares of capital stock, units of membership interests or any other securitiessecurities (including any held in its treasury); (ii) declared or paid any dividend or made any other distribution of or with respect to its Membership Units shares of capital stock or other securities or purchased or redeemed any shares of its Membership Units capital stock or other securitiessecurities or paid any bonus to its employees; (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 any of its salaried employees other than in the ordinary course of business (except any regularly scheduled annual pay increases consistent with past practicepractices); (iv) sold sold, leased, transferred or transferred assigned any of its assets assets, 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 $10,000 or, in any case, for use other than in its business as currently conducted100,000; (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 in the ordinary course of business consistent with past practice; (viiivii) suffered any material theft; (ix) suffered any , damage, destruction or casualty loss in excess of $25,000 that was not covered by insurance or in excess of $5,000 whether or not covered by insurance100,000; (xviii) waived deferred the payment of any right liabilities or accounts payable or deferred the acquisition 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 conduct of its business activities in the ordinary course during the period since January 1, 1995; (xiv) made any loan or advance other than advances to employees in inventory outside the ordinary course of business not exceeding $5,000 as to all employees or in a manner inconsistent with past practices; or (ix) accelerated the collection of any accounts receivable in a manner inconsistent with past practices. As of the Closing Date, none of the Company’s or the Subsidiary’s accounts payable will be past due in any material respect. All net cash generated by the Company and the Subsidiary (after payment of their accounts payable and expenses consistent with past practices) between December 31, 2007 and the Closing is or will be deposited in a bank account registered in the aggregatename of the Company or the Subsidiary, as applicable.