Common use of Absence of Certain Changes and Events Clause in Contracts

Absence of Certain Changes and Events. Except as set forth in Schedule 3.13, since the date of the Balance Sheet, Seller, and Eateries as it relates to the operation of the Restaurants, has conducted its business only in the ordinary course of business and there has not been any: a) change in Seller's ownership or grant of any options to purchase any ownership interest; b) payment or increase by Seller, or Eateries as it relates to the Restaurants, of any bonuses, salaries, or other compensation to any officer, director, shareholder or (except in the ordinary course of business) employee or entry into any employment, severance, or similar contract with any member, or employee other than oral employment contracts terminable at will deemed entered into with employees, other than management personnel, hired since the Balance Sheet Date; c) adoption of, or increase in the benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Seller as it relates to the Restaurants; d) damage to or destruction or loss of any asset or property of the Restaurants or used in the operation of the Restaurants, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Restaurants; e) entry into, termination of, or receipt of notice of termination of any contract other than in the ordinary course of business, provided such contract is terminable upon not less than thirty (30) day notice to the contracting party thereunder; or f) sale, other than sales of inventory in the ordinary course of business, lease, Restaurant closing or other disposition of any asset or property of a Restaurant or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of any Restaurant.

Absence of Certain Changes and Events. Except as set forth in Schedule 3.133.15 since March 31, since the date of the Balance Sheet2005, Seller, and Eateries as it relates to the operation of the Restaurants, Target has conducted its business only in the ordinary course Ordinary Course of business Business and there has not been any: (a) change in SellerTarget's ownership authorized or issued capital stock; grant of any options to purchase Derivative Securities of Target; grant of any ownership interestregistration rights; purchase, redemption, retirement, or other acquisition by Target of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (b) amendment to the Organizational Documents of Target; (c) payment or increase by Seller, or Eateries as it relates to the Restaurants, Target of any bonuses, salaries, or other compensation to any officerstockholder, director, shareholder officer, or (except in the ordinary course Ordinary Course of businessBusiness) employee or entry into any employment, severance, or similar contract Contract with any memberdirector, officer, or employee other than oral employment contracts terminable at will deemed entered into with employees, other than management personnel, hired since the Balance Sheet Dateemployee; c(d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Seller as it relates to the RestaurantsTarget; d(e) damage to or destruction or loss of any asset or property of the Restaurants or used in the operation of the RestaurantsTarget, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the RestaurantsTarget, taken as a whole; e(f) entry into, termination of, or receipt of notice of termination of (i) any contract other than in the ordinary course license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to Target of business, provided such contract is terminable upon not less than thirty at least $10,000; (30g) day notice to the contracting party thereunder; or f) sale, sale (other than sales of inventory in the ordinary course Ordinary Course of businessBusiness), lease, Restaurant closing or other disposition of any asset or property of a Restaurant Target or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of Target, including the sale, lease, or other disposition of any Restaurantof the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to Target in excess of $10,000; (i) material change in the accounting methods used by Target; or (j) agreement, whether oral or written, by Target to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Schedule 3.13, since Since the date of the Latest Balance Sheet, Seller, the Company and Eateries as it relates to the operation of the Restaurants, has TIL have each conducted its business businesses only in the ordinary course Ordinary Course of business Business and there has not been any: (a) change in Seller's ownership TIL’s authorized or issued equity; grant of any options option or right to purchase equity of TIL; issuance of any ownership interestsecurity convertible into such equity; grant of any registration rights; purchase, redemption, retirement, or other acquisition by TIL of any such equity; or declaration or payment of any dividend or other distribution or payment in respect of equity; (b) amendment to the Organizational Documents of TIL; (c) payment or increase by Seller, or Eateries as it relates to the Restaurants, TIL of any bonuses, salaries, or other compensation to any officerequityholder, director, shareholder officer, or (except in the ordinary course Ordinary Course of businessBusiness) employee or entry into any employment, severance, or similar contract Contract with any memberdirector, officer, or employee other than oral employment contracts terminable at will deemed entered into with employees, other than management personnel, hired since the Balance Sheet Dateemployee; c(d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Seller as it relates to the RestaurantsTIL; d(e) damage to or destruction or loss of any asset or property of the Restaurants or used in the operation of the RestaurantsTIL, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the RestaurantsTIL, taken as a whole; e(f) entry into, termination of, or receipt of notice of termination of (i) any contract other than in the ordinary course license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to TIL of business, provided such contract is terminable upon not less than thirty at least $10,000.00; (30g) day notice to the contracting party thereunder; or f) sale, sale (other than sales of inventory in the ordinary course Ordinary Course of businessBusiness), lease, Restaurant closing or other disposition of any asset or property of a Restaurant TIL or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of TIL, including the sale, lease, or other disposition of any Restaurantof the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to TIL in excess of $10,000.00; (i) material change in the accounting methods used by TIL; or (j) agreement, whether oral or written, by TIL to do any of the foregoing.

Absence of Certain Changes and Events. Except as related to the Reverse Stock Split or as set forth in Schedule 3.134.1(m) hereto, since the date of the most recent Company Balance SheetSheets, Sellerthe Company and the Subsidiaries and Acquisition, and Eateries as it relates to since the operation date of the Restaurantsits inception, has have conducted its their business only in the ordinary course Ordinary Course of Business, there has not been any material adverse effect on the Company's, Acquisition's or the Subsidiaries' business or operations, and there has not been any: a) i. change in Seller's ownership the authorized or issued Company Capital Stock or the authorized or issued capital stock of Acquisition and the Subsidiaries; grant of any options stock option or right to purchase any ownership interest; b) payment or increase by Seller, or Eateries as it relates to shares of capital stock of the Restaurants, Company; issuance of any bonusesequity lines of credit, salariessecurity convertible into such capital stock; grant of any registration rights; purchase, or other compensation to any officer, director, shareholder or (except in the ordinary course of business) employee or entry into any employment, severance, or similar contract with any member, or employee other than oral employment contracts terminable at will deemed entered into with employees, other than management personnel, hired since the Balance Sheet Date; c) adoption of, or increase in the benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pensionredemption, retirement, or other employee benefit plan for acquisition or with payment of any employees dividend or other distribution or payment in respect of shares of capital stock; ii. amendment to the Organizational Documents of the Seller as it relates to Company, Acquisition or the RestaurantsSubsidiaries; d) iii. damage to or destruction or loss of any material asset or property of the Restaurants Company, Acquisition or used in the operation of the RestaurantsSubsidiaries, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the RestaurantsCompany, Acquisition or the Subsidiaries; e) iv. receipt of notice that any of their substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on their financial condition, results or operations, business assets or properties; v. entry into any transaction other than in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any material (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract other than in the ordinary course of business, provided such contract is terminable upon not less than thirty or transaction; vii. sale (30) day notice to the contracting party thereunder; or f) sale, other than sales of inventory in the ordinary course Ordinary Course of businessBusiness), lease, Restaurant closing or other disposition of any asset or property of a Restaurant the Company, Acquisition or the Subsidiaries or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company, Acquisition or the Subsidiaries; viii. cancellation or waiver of any Restaurantclaims or rights with a value to the Company in excess of $10,000; ix. material change in the accounting methods used by the Company, Acquisition or the Subsidiaries; or x. agreement, whether oral or written, by the Company, Acquisition or the Subsidiaries to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Schedule 3.13Part 3.16 of the Disclosure Letter, since the date of the Interim Balance Sheet, Seller, and Eateries as it relates to the operation of the Restaurants, Innerspace has conducted its business businesses only in the ordinary course of business and there has not been any: (a) change in Seller's ownership its authorized or issued capital stock; grant of any options stock option or right to purchase shares of its capital stock; issuance of any ownership interestsecurity convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by Innerspace of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (b) amendment to the Organization Documents; (c) payment or increase by Seller, or Eateries as it relates to the Restaurants, of any bonuses, salaries, or other compensation to any officerstockholder, director, shareholder officer, or (except in the ordinary course of business) employee or entry into any employment, severance, or similar contract with any memberdirector, officer, or employee other than oral employment contracts terminable at will deemed entered into with employees, other than management personnel, hired since the Balance Sheet Dateemployee; c(d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan Company Employee Plan for or with any employees of the Seller as it relates to the Restaurantsemployees; d(e) damage to or destruction or loss of any asset of its assets or property of the Restaurants or used in the operation of the Restaurantsproperty, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the RestaurantsInnerspace; e(f) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any contract other than in the ordinary course or transaction involving a total remaining commitment by or to Innerspace of business, provided such contract is terminable upon not less than thirty at least $10,000; (30g) day notice to the contracting party thereunder; or f) sale, sale (other than sales of inventory in the ordinary course of business), lease, Restaurant closing or other disposition of any asset or property of a Restaurant or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property property, including the sale, lease, or other disposition of any Restaurantof the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value in excess of $10,000; (i) material change in the accounting methods; or (j) agreement, whether oral or written with, or by Innerspace to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Schedule 3.133.16, since the date of the Year-End ------------- Balance Sheet, Seller, and Eateries as it relates to the operation of the Restaurants, Company has conducted its business Business only in the ordinary course Ordinary Course of business Business and there has not been any: (a) change in Sellerthe Company's ownership authorized or issued capital stock; grant of any options stock option or right to purchase shares of capital stock of the Company; issuance of any ownership interestsecurity convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; imposition of any Encumbrance on any of the Company Shares; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (b) amendment to the Organizational Documents of the Company; (c) payment or increase by Seller, or Eateries as it relates to the Restaurants, Company of any bonuses, salaries, or other compensation to any officerstockholder, director, shareholder officer, or (except in the ordinary course Ordinary Course of businessBusiness) employee or entry into any employment, severance, or similar contract Contract with any memberdirector, officer, or employee other than oral employment contracts terminable at will deemed entered into with employees, other than management personnel, hired since the Balance Sheet Dateemployee; c(d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Seller as it relates to the RestaurantsCompany; d(e) any loan made to, or the entry into any other transaction with, any of the directors, officers, and employees of the Company; (f) damage to or destruction or loss of any asset or property of the Restaurants or used in the operation of the RestaurantsCompany, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the RestaurantsCompany; e(g) entry into, termination of, or receipt of notice of termination of any contract Contract or other than in the ordinary course of businesslicense, provided such contract is terminable upon not less than thirty distributorship, dealer, sales representative, joint venture, credit, or similar agreement; (30h) day notice to the contracting party thereunder; or f) sale, sale (other than sales of inventory in the ordinary course Ordinary Course of businessBusiness), lease, Restaurant closing or other disposition of any asset Asset or property of a Restaurant the Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any asset Asset or property of the Company; (i) incurrence of any RestaurantIndebtedness or capitalized lease obligation; (j) imposition of any Security Interest upon any of the Assets, tangible or intangible, of the Company; (k) making of any capital expenditure (or series of related capital expenditures) by the Company either involving more than Fifty Thousand Dollars ($50,000.00) or outside the Ordinary Course of Business; (l) making of any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions); (m) delay or postponement of the payment of accounts payable and other liabilities of the Company; (n) cancellation, compromise, waiver, or release of any right or claim (or series of related rights and claims) of the Company either involving more than Twenty Five Thousand Dollars ($25,000) or outside the Ordinary Course of Business; (o) grant of any license or sublicense of any rights of the Company under or with respect to any of its Intellectual Property Assets; (p) making or pledging to make any charitable or other capital contribution which individually or in the aggregate exceeds Five Thousand Dollars ($5,000); (q) change in the accounting methods used by the Company; (r) occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; or (s) agreement, whether oral or written, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Schedule 3.13Part 3.16 of the Disclosure Letter, since the date of the Interim Balance Sheet, Seller, and Eateries as it relates to the operation of the Restaurants, Company has conducted its business businesses only in the ordinary course Ordinary Course of business Business and there has not been any: (a) change in Sellerthe Company's ownership authorized or issued capital stock; grant of any options stock option or right to purchase shares of capital stock of the Company; issuance of any ownership interestsecurity convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (b) amendment to the Organizational Documents of the Company; (c) payment or increase by Seller, or Eateries as it relates to the Restaurants, Company of any bonuses, salaries, or other compensation to any officerstockholder, director, shareholder officer, or (except in the ordinary course Ordinary Course of businessBusiness) employee or entry into any employment, severance, or similar contract Contract with any memberdirector, officer, or employee other than oral employment contracts terminable at will deemed entered into with employees, other than management personnel, hired since the Balance Sheet Dateemployee; c(d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Seller as it relates to the RestaurantsCompany Plans; d(e) damage to or destruction or loss of any asset or property of the Restaurants or used in the operation of the RestaurantsCompany, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the RestaurantsCompany; e(f) entry into, termination of, or receipt of notice of termination of (i) any contract other than in the ordinary course of businesslicense, provided such contract is terminable upon not less than thirty distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (30ii) day notice any Contract or transaction involving a total remaining commitment by or to the contracting party thereunder; orCompany of at least $25,000; f(g) sale, sale (other than sales of inventory in the ordinary course Ordinary Course of businessBusiness), lease, Restaurant closing or other disposition of any asset or property of a Restaurant the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company; (h) cancellation or waiver of any Restaurantclaims or rights with a value to the Company in excess of $25,000; (i) change in the accounting methods used by the Company; or (j) agreement, whether oral or written, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in ------------------------------------------ Schedule 3.134.2(m) hereto, since the date of the OS Balance Sheet, Seller, and Eateries as it relates to the operation of the Restaurants, OS has conducted its business only in the ordinary course Ordinary Course of Business, there has not been any material adverse effect on OS's business or operations, and there has not been any: a) i. change in Seller's ownership the authorized or issued capital stock of OS; grant of any options stock option or right to purchase any ownership interest; b) payment or increase by Seller, or Eateries as it relates to the Restaurants, shares of capital stock of OS; issuance of any bonusessecurity convertible into such capital stock; grant of any registration rights; purchase, salaries, or other compensation to any officer, director, shareholder or (except in the ordinary course of business) employee or entry into any employment, severance, or similar contract with any member, or employee other than oral employment contracts terminable at will deemed entered into with employees, other than management personnel, hired since the Balance Sheet Date; c) adoption of, or increase in the benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pensionredemption, retirement, or other employee benefit plan for acquisition or with payment of any employees dividend or other distribution or payment in respect of the Seller as it relates shares of capital stock; ii. amendment to the RestaurantsOrganizational Documents of OS; d) iii. damage to or destruction or loss of any asset or property of the Restaurants or used in the operation of the RestaurantsOS, whether or not covered by insuranceinsurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the RestaurantsOS; e) iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of OS; v. entry into any transaction other than in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract other than in the ordinary course of business, provided such contract is terminable upon not less than thirty (30) day notice to the contracting party thereunderor transaction; or f) vii. sale, other than sales of inventory in the ordinary course of business, lease, Restaurant closing or other disposition of any asset or property of a Restaurant OS or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of any Restaurant.OS;

Absence of Certain Changes and Events. Except as set forth in Schedule 3.13, since the date of the Balance Sheet, Seller, and Eateries as it relates to the operation of the RestaurantsRestaurant, has conducted its business only in the ordinary course of business and there has not been any: a) change in Seller's ownership or : grant of any options to purchase any ownership interest; b) interest in Seller; payment or increase by Seller, or Eateries as it relates to the RestaurantsRestaurant, of any bonuses, salaries, or other compensation to any officer, director, shareholder or (except in the ordinary course of business) employee or entry into any employment, severance, or similar contract with any member, or employee other than oral employment contracts terminable at will deemed entered into with employees, other than management personnel, hired since the Balance Sheet Date; c) ; adoption of, or increase in the benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Seller as it relates to the Restaurants; d) Restaurant; damage to or destruction or loss of any asset or property of the Restaurants Restaurant or used in the operation of the RestaurantsRestaurant, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Restaurants; e) Restaurant; entry into, termination of, or receipt of notice of termination of any contract other than in the ordinary course of business, provided such contract is terminable upon not less than thirty (30) day notice to the contracting party thereunder; or f) or sale, other than sales of inventory in the ordinary course of business, lease, Restaurant closing or other disposition of any asset or property of a the Restaurant or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of any the Restaurant.

Absence of Certain Changes and Events. Except as set forth in Schedule 3.13, since Since the date of the Balance Sheet, Seller, and Eateries as it relates to the operation of the Restaurants, Company has conducted its business businesses only in the ordinary course Ordinary Course of business Business and there has not been any: (a) change in Seller's ownership the Company’s authorized or issued capital stock; grant of any options stock option or right to purchase shares of capital stock of the Company; issuance of any ownership interestsecurity convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock, except for two distributions from the Company to the Seller in January 2004 in the aggregate amount of $40,000 for taxes payable by the Seller related to income of the Company (“January Distribution”) and except as contemplated by Section 5.6 hereof; (b) amendment to the Organizational Documents of the Company; (c) payment or increase by Seller, or Eateries as it relates to the Restaurants, Company of any bonuses, salaries, or other compensation to any officerstockholder, director, shareholder officer, or (except in the ordinary course Ordinary Course of businessBusiness) employee or entry into any employment, severance, or similar contract Contract with any memberdirector, officer, or employee other than oral employment contracts terminable at will deemed entered into with employees, other than management personnel, hired since the Balance Sheet Dateemployee; c(d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Seller as it relates to the RestaurantsCompany; d(e) damage to or destruction or loss of any asset or property of the Restaurants or used in the operation of the RestaurantsCompany, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the RestaurantsCompany, taken as a whole; e(f) entry into, termination of, or receipt of notice of termination of (i) any contract other than in the ordinary course of businesslicense, provided such contract is terminable upon not less than thirty distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (30ii) day notice any Contract or transaction involving a total remaining commitment by or to the contracting party thereunder; orCompany of at least $10,000; f(g) sale, sale (other than sales of inventory in the ordinary course Ordinary Course of businessBusiness), lease, Restaurant closing or other disposition of any asset or property of a Restaurant the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any Restaurantof the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to the Company in excess of $10,000; (i) material change in the accounting methods used by the Company; (j) notice received by or Knowledge of the Company or the Seller of any material failures or non-compliance or non-conformance of any of its products; or (k) agreement, whether oral or written, by the Company to do or with respect any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Schedule 3.13Section 3.15 of the Disclosure Schedule, since September 1, 2006, the date of the Balance Sheet, Seller, and Eateries as it relates to the operation of the Restaurants, has Acquired Companies have conducted its business their businesses only in the ordinary course of business and there has not been any: (a) change in Seller's ownership declaration or grant payment of any options dividend or other distribution or payment in respect of shares of capital stock of HDS (other than dividends to purchase any ownership interestthe extent necessary and used by Shareholder solely to pay Shareholder’s taxes as a result of HDS’ subchapter S status relating to the periods prior to Closing); (b) payment or increase by Seller, or Eateries as it relates to the Restaurants, any Acquired Company of any bonuses, salaries, or other compensation to any officerstockholder, director, shareholder officer, or (except in the ordinary course of business) employee or entry into any employment, severance, or similar contract Contract with any memberdirector, officer, or employee other than oral employment contracts terminable at will deemed entered into with employees, other than management personnel, hired since the Balance Sheet Dateemployee; (c) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, retirement or other employee benefit plan for or with any employees of the Seller as it relates to the Restaurantsany Acquired Company; (d) damage to or destruction or loss of any asset or property of the Restaurants or used in the operation of the Restaurantsany Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, condition or prospects of the RestaurantsAcquired Companies, taken as a whole; (e) entry into, termination of, or receipt of notice of termination of any contract other than in the ordinary course Contract or transaction involving a total remaining commitment by or to any Acquired Company of business, provided such contract is terminable upon not less than thirty at least Twenty Five Thousand Dollars (30$25,000); (f) day notice to the contracting party thereunder; orany agreement or arrangement made between or among any Acquired Company and Shareholder; f(g) sale, other than sales of inventory in the ordinary course of business, lease, Restaurant closing or other disposition of any material asset or property of a Restaurant any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any RestaurantAcquired Company; (h) cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of Twenty Five Thousand Dollars ($25,000); (i) material change in the accounting methods used by any Acquired Company; or (i) agreement, whether oral or written, by any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Schedule 3.133.11, since June 28, 2003, the date of the Balance Sheet, Seller, and Eateries as it relates to the operation of the Restaurants, Seller has conducted its business the Business only in the ordinary course Ordinary Course of business and Business. To the extent relating to or otherwise affecting the Acquired Assets, the Business, or the Assumed Liabilities, there has not been any: : (a) change in Seller's ownership or grant of any options to purchase any ownership interest; b) except as described on Schedule 3.11, payment or increase by Seller, or Eateries as it relates to the Restaurants, Seller of any bonuses, salaries, or other compensation to any officer, director, shareholder or (except in the ordinary course of business) employee or entry into any employment, severance, or similar contract Contract with any member, or employee other than oral employment contracts terminable at will deemed entered into with employees, other than management personnel, hired since of the Balance Sheet Date; cBusiness; (b) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Seller as it relates to the Restaurants; dBusiness; (c) damage to or destruction or loss of any asset or property of the Restaurants or used in the operation of the RestaurantsBusiness, including but not limited to any Acquired Asset, whether or not covered by insurance, materially and adversely affecting the properties, assetsAcquired Assets, business, financial condition, or prospects of the Restaurants; eBusiness; (d) entry into, termination of, or receipt of notice of termination of any contract other than in material agreement with respect to operation of the ordinary course of business, provided such contract is terminable upon not less than thirty Business; (30e) day notice to the contracting party thereunder; or f) sale, sale (other than sales of inventory in the ordinary course Ordinary Course of businessBusiness), lease, Restaurant closing or other disposition of any asset material amount of Acquired Assets; (f) cancellation or property of a Restaurant or mortgage, pledge, or imposition waiver of any lien material claims or other encumbrance on rights with respect to the Business or the Acquired Assets; (g) change in the accounting methods used by the Seller with respect to the Business; or (h) agreement, whether oral or written, by the Seller to do any asset or property of any Restaurantthe foregoing.

Absence of Certain Changes and Events. Except as set forth in Schedule 3.13Section 3.16 of the Disclosure Schedule, since the date of the 2005 Balance Sheet, Seller, and Eateries as it relates to the operation of the Restaurants, Company has conducted its business only in the ordinary course Ordinary Course of business Business and there has not been any: (a) change in Seller's ownership the Company’s authorized or issued capital stock; grant of any options stock option or right to purchase shares of capital stock of the Company; issuance of any ownership interestsecurity convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (b) amendment to the Organizational Documents of the Company; (c) payment or increase by Seller, or Eateries as it relates to the Restaurants, Company of any bonuses, salaries, or other compensation to any officerstockholder, director, shareholder officer, or employee (except in the ordinary course Ordinary Course of businessBusiness) employee or entry into any employment, severance, or similar contract Contract with any memberdirector, officer, or employee other than oral employment contracts terminable at will deemed entered into with employees, other than management personnel, hired since the Balance Sheet Dateemployee; c(d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Seller as it relates to Company, except for vesting or acceleration of benefits under any Benefit Plan resulting from the RestaurantsContemplated Transactions for which the Company shall have no liability; d(e) damage to or destruction or loss of any asset or property of the Restaurants or used in the operation of the RestaurantsCompany, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the RestaurantsCompany, taken as a whole; e(f) entry into, termination of, or receipt of notice of termination of (i) any contract other than in the ordinary course license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to any Company of business, provided such contract is terminable upon not less than thirty at least $10,000; (30g) day notice to the contracting party thereunder; or f) sale, sale (other than sales of inventory in the ordinary course Ordinary Course of businessBusiness), lease, Restaurant closing or other disposition of any material asset or property of a Restaurant the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any Restaurantof the Company’s Proprietary Rights; (h) cancellation or waiver of any claims or rights with a value to any Company in excess of $10,000; (i) change in the accounting or tax reporting principles, methods or policies used by the Company; (j) written agreement or, to the Knowledge of the Company and Parent Seller, oral agreement, by the Company to do any of the foregoing; or (k) settlement of any Tax audit or filing of any amended Tax Return.