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

Absence of Certain Changes and Events. Except as set forth in Part 3.19, since the date of the Balance Sheet, Seller has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in Seller's authorized or issued capital stock, grant of any stock option or right to purchase shares of capital stock of Seller or issuance of any security convertible into such capital stock, or declaration or payment of any dividend or declaration or making of any distribution to its shareholders; (b) amendment to the Governing Documents of Seller; (c) payment (except in the Ordinary Course of Business) or increase by Seller of any bonuses, salaries or other compensation to any shareholder, director, officer or employee or entry into any employment, severance or similar Contract with any director, officer or employee; (d) adoption of, amendment to or increase in the payments to or benefits under, any Employee Plan; (e) material damage to or destruction or loss of any Asset, whether or not covered by insurance, or creation or assumption of any Lien on any Asset; (f) entry into, termination of or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit or similar Contract to which Seller is a party, or (ii) any Contract or transaction involving a total remaining commitment by Seller of at least Fifty Thousand ($50,000); (g) sale (other than sales of Inventories in the Ordinary Course of Business), lease or other disposition of any Asset or property of Seller (including the Intellectual Property Assets) or the creation of any Encumbrance on any Asset; (h) cancellation or waiver of any claims or rights with a value to Seller in excess of Fifty Thousand Dollars ($50,000); (i) indication by any customer or supplier of an intention to discontinue or change the terms of its relationship with Seller; (j) material change in the accounting methods used by Seller; or (k) Contract by Seller to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.19, since Since the date of the Buyer ------------------------------------- Balance Sheet, Seller has the Buyer and its subsidiaries have conducted its their business operations only in the Ordinary Course of Business and there has not not, except in the Ordinary Course of Business, been any: (a) change in Seller's the authorized or issued capital stock, stock of the Buyer or its subsidiaries; grant of any stock option or right to purchase shares of capital stock of Seller the Buyer or its subsidiaries; issuance of any security convertible into such capital stock; grant of any registration rights; issuance or sale of any securities of any class; purchase, redemption, retirement, or other acquisition by the Buyer or its subsidiaries of any shares of any such capital stock; or declaration or payment of any dividend or declaration other distribution or making payment in respect of any distribution to its shareholdersshares of capital stock; (b) amendment to the Governing Organizational Documents of Sellerthe Buyer or its subsidiaries; (c) payment (except or increase not in the Ordinary Course of Business) Business by the Buyer or increase by Seller its subsidiaries of any bonuses, salaries salaries, or other compensation to any shareholder, director, officer or employee or entry into any employmentofficer, severance or similar Contract with any director, officer or employee; (d) entry into any employment, severance, or similar Material Contract with any director, officer, or employee, or the adoption of, amendment to or increase in the payments to or benefits under, any Employee Planprofit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Buyer or its subsidiaries; (e) material damage to or destruction or loss of any Asset, whether or not covered by insurance, or creation or assumption of any Lien on any Asset; (f) entry into, termination of or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit or similar Contract to which Seller is a party, or (ii) any Contract or transaction involving a total remaining commitment by Seller of at least Fifty Thousand ($50,000); (g) sale (other than sales of Inventories in the Ordinary Course of Business), lease or other disposition of any Asset or property of Seller (including the Intellectual Property Assets) or the creation of any Encumbrance on any Asset; (h) cancellation or waiver of any claims or rights with a value to Seller in excess of Fifty Thousand Dollars ($50,000); (i) indication by any customer or supplier of an intention to discontinue or change the terms of its relationship with Seller; (j) material change in the accounting methods or principles used by Seller; orthe Buyer or its subsidiaries; (kf) Contract money borrowed or bonds, debentures, notes or other corporate securities of any class issued or sold, including without limitation, those evidencing borrowed money, or payments prepaid or accelerated under any of the foregoing, or payments made in respect thereof other than in accordance with regularly scheduled payments; (g) agreement, whether oral or written, by Seller the Buyer or its subsidiaries to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.19Exhibit 3.17, since the date of the Balance Sheet, Seller has conducted its business only in the Ordinary Course of Business and there has not been any: (a) a. change in Seller's ’s authorized or issued capital stock, grant of any stock option or right to purchase shares of capital stock of Seller or issuance of any security convertible into such capital stock, or declaration or payment of any dividend or declaration or making of any distribution to its shareholders; (b) b. amendment to the Governing Documents of Seller; (c) c. payment (except in the Ordinary Course of Business) or increase by Seller of any bonuses, salaries or other compensation to any shareholder, director, officer or employee or entry into any employment, severance or similar Contract with any director, officer or employee; (d) d. adoption of, amendment to or increase in the payments to or benefits under, any Employee Plan; (e) material e. damage to or destruction or loss of any Asset, whether or not covered by insurance, or creation or assumption of any Lien on any Asset; (f) f. entry into, termination of or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit or similar Contract to which Seller is a party, or (ii) any Contract or transaction involving a total remaining commitment by Seller of at least Fifty Thousand ($50,000)Seller; (g) g. sale (other than sales of Inventories in the Ordinary Course of Business), lease or other disposition of any Asset or property of Seller (including the Intellectual Property Assets) or the creation of any Encumbrance on any Asset; (h) h. cancellation or waiver of any claims or rights with a value to Seller in excess of Fifty Thousand Dollars ($50,000)Seller; (i) i. indication by any customer or supplier of an intention to discontinue or change the terms of its relationship with Seller; (j) j. material change in the accounting methods used by Seller; or (k) k. Contract by Seller to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part Schedule 3.19, since the date of the Balance SheetDecember 31, 2005, each Seller has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in any Seller's ’s authorized or issued capital stock, membership or ownership interests, grant of any stock or membership or ownership option or right to purchase shares of capital stock or membership or ownership interests of any Seller or issuance of any security convertible into such capital stock, stock or declaration membership or payment of any dividend or declaration or making of any distribution to its shareholdersownership interest; (b) amendment to the Governing Documents of any Seller; (c) payment (except in the Ordinary Course of Business) or increase by Seller Company or Suzhou of any bonuses, salaries or other compensation to any shareholder, director, officer or employee or entry into any employment, severance or similar Contract with any director, officer or employee; (d) adoption of, amendment to or increase in the payments to or benefits under, any Employee Plan; (e) material damage to or destruction or loss of any Asset, whether or not covered by insurance, or creation or assumption of any Lien on any Asset; (f) entry into, termination of or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit or similar Contract to which any Seller is a party, or (ii) any Contract or transaction involving a total remaining commitment by any Seller of at least Fifty Thousand ($50,000); (g) sale (other than sales of Inventories in the Ordinary Course of Business), lease or other disposition of any Asset or property of any Seller (including the Intellectual Property Assets) or the creation of any Encumbrance on any Asset; (h) cancellation or waiver of any claims or rights with a value to any Seller in excess of Fifty Thousand Dollars ($50,000); (i) indication communication, whether written or, to the knowledge of any Seller Party, oral, by any customer or supplier of an intention to discontinue or materially change the terms of its relationship with SellerCompany or Suzhou; (j) material change in the accounting methods used by SellerCompany or Suzhou; or (k) Contract by any Seller to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.19, since the date of the Balance Sheet, Seller has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in Seller's authorized or issued capital stock, grant of any stock option or right to purchase shares of capital stock of Seller or issuance of any security convertible into such capital stock, or declaration or payment of any dividend or declaration or making of any distribution to its shareholders; (b) amendment to the Governing Documents of Seller; (c) payment (except in the Ordinary Course of Business) or increase by Seller of any bonuses, salaries or other compensation to any shareholder, director, officer or employee or entry into any employment, severance or similar Contract with any director, officer or employee; (d) adoption of, amendment to or increase in the payments to or benefits under, any Employee Plan; (e) material damage to or destruction or loss of any Asset, whether or not covered by insurance, or creation or assumption of any Lien on any Asset; (f) entry into, termination of or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit or similar Contract to which Seller is a party, or (ii) any Contract or transaction involving a total remaining commitment by Seller of at least Fifty Thousand fifty thousand ($50,000); (g) sale (other than sales of Inventories in the Ordinary Course of Business), lease or other disposition of any Asset or property of Seller (including the Intellectual Property Assets) or the creation of any Encumbrance on any Asset; (h) cancellation or waiver of any claims or rights with a value to Seller in excess of Fifty Thousand Dollars fifty thousand ($50,000); (i) indication by any customer or supplier of an intention to discontinue or change the terms of its relationship with Seller; (j) material change in the accounting methods used by Seller; or (k) Contract by Seller to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.19, since the date of the Interim Balance Sheet, Seller has conducted its business Business only in the Ordinary Course of Business and there has not been any: (a) change in Seller's ’s authorized or issued capital stock, grant of any stock option or right to purchase shares of capital stock of Seller or issuance of any security convertible into such capital stock, or declaration or payment of any dividend or declaration or making of any distribution to its shareholders; (b) amendment to the Governing Documents of Seller; (c) payment (except in the Ordinary Course of Business) or increase by Seller of any bonuses, salaries or other compensation to any shareholder, director, officer officer, employee or employee independent contractor or entry into any employment, severance or similar Contract with any director, officer officer, employee or employeeindependent contractor; (d) adoption of, amendment to or increase in the payments to or benefits under, any Employee Plan; (e) amendment of, or any change to any Contract with any third party governing the administration of any Employee Plan; (f) material damage to or destruction or loss of any tangible Purchased Asset, whether or not covered by insurance, or creation or assumption of any Lien on any Asset; (fg) entry into, termination of or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit or similar Contract to which Seller is a party, or (ii) any Contract or transaction involving a total remaining commitment by Seller of at least Fifty Thousand ($50,000)250,000; (gh) sale (other than sales of Inventories in the Ordinary Course of Business), lease or other disposition of any Purchased Asset or property of Seller (including the Intellectual Property Assets) or the creation of any Encumbrance on any Purchased Asset; (hi) cancellation or waiver of any claims or rights with a value to Seller in excess of Fifty Thousand Dollars ($50,000)250,000; (ij) indication statement by or notice from any customer or supplier of an intention to discontinue or change the terms of its relationship with Seller; (jk) material change in the accounting methods used by Seller; or (kl) Contract by Seller or any Shareholder to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.194.14 of the Disclosure Letter, since the date of the Interim Balance Sheet, Seller has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in Seller's authorized or issued capital stock, grant of any stock option or right to purchase shares of capital stock of Seller or issuance of any security convertible into such capital stock, or declaration or payment of any dividend or declaration or making of any distribution to its shareholders; (b) amendment to the Governing Documents of Seller; (c) payment (except in the Ordinary Course of Business) or increase by Seller of any bonuses, salaries or other compensation to any shareholder, director, officer or (except in the Ordinary Course of Business) employee or entry by Seller into any employment, severance or similar Contract with any director, officer or employee; (db) adoption of, amendment to or increase in the payments to or benefits under, any Employee Planprofit sharing, bonus, deferred compensation, savings, insurance, pension, retirement or other employee benefit plan for or with any employee of Seller; (ec) material damage to or destruction or loss of any Assetasset or property of Seller, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition or creation or assumption prospects of any Lien on any AssetSeller; (fd) entry into, termination of of, or receipt of notice of termination of of, (i) any license, distributorship, dealer, sales representative, joint venture, credit or similar Contract to which Seller is a party, agreement or (ii) any Contract or transaction involving a total remaining commitment by or to Seller of at least Fifty Thousand ($50,000)10,000; (ge) sale (other than sales of Inventories Inventory in the Ordinary Course of BusinessBusiness or as otherwise contemplated by this Agreement), lease or other disposition of any Asset asset or property of Seller (including the Intellectual Property Assets) or the creation mortgage, pledge or imposition of any lien or other Encumbrance on any Assetmaterial asset or property of Seller; (hf) cancellation or waiver of any claims or rights with a value to Seller (in the aggregate) in excess of Fifty Thousand Dollars ($50,000)10,000; (ig) indication by any customer or supplier of an intention to discontinue or change the terms of its relationship with Seller; (j) material change in the accounting methods used by Seller; or (kh) Contract agreement, whether oral or written, by Seller to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.19, since the date of the Balance Sheet, Seller has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in Seller's authorized or issued capital stock, grant of any stock option or right to purchase shares of capital stock of Seller or issuance of any security convertible into such capital stock, or declaration or payment of any dividend or declaration or making of any distribution to its shareholders; (b) amendment to the Governing Documents of Seller; (c) payment (except in the Ordinary Course of Business) or increase by Seller of any bonuses, salaries or other compensation to any shareholder, director, officer or employee or entry into any employment, severance or similar Contract with any director, officer or employee; (d) adoption of, amendment to or increase in the payments to or benefits under, any Employee Plan; (e) material damage to or destruction or loss of any Asset, whether or not covered by insurance, or creation or assumption of any Lien on any Asset; (f) entry into, termination of or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit or similar Contract to which Seller is a party, or (ii) any Contract or transaction involving a total remaining commitment by Seller of at least Fifty Thousand ($50,000)$ ; (g) sale (other than sales of Inventories in the Ordinary Course of Business), lease or other disposition of any Asset or property of Seller (including the Intellectual Property Assets) or the creation of any Encumbrance on any Asset; (h) cancellation or waiver of any claims or rights with a value to Seller in excess of Fifty Thousand Dollars ($50,000)$ ; (i) indication by any customer or supplier of an intention to discontinue or change the terms of its relationship with Seller; (j) material change in the accounting methods used by Seller; or (k) Contract by Seller to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.19Section 3.19 of the Disclosure Schedule, since the date of the Balance Sheet, Seller has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in Seller's authorized or issued capital stock, grant of any stock option or right to purchase shares of capital stock of Seller or issuance of any security convertible into such capital stock, or declaration or payment of any dividend or declaration or making of any distribution to its shareholders; (b) amendment to the Governing Documents of Seller; (c) payment (except in the Ordinary Course of Business) or increase by Seller of any bonuses, salaries or other compensation to any shareholder, director, officer or employee or entry into any employment, severance or similar Contract with any director, officer or employee; (d) adoption of, amendment to or increase in the payments to or benefits under, any Employee Plan; (e) material damage to or destruction or loss of any Asset, whether or not covered by insurance, or creation or assumption of any Lien on any Asset; (f) entry into, termination of or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit or similar Contract to which Seller is a party, or (ii) any Contract or transaction involving a total remaining commitment by Seller of at least Fifty One Thousand Dollars ($50,0001,000.00); (g) sale (other than sales of Inventories in the Ordinary Course of Business), lease or other disposition of any Asset or property of Seller (including the Intellectual Property Assets) or the creation of any Encumbrance on any Asset; (h) cancellation or waiver of any claims or rights with a value to Seller in excess of Fifty Twenty-Five Thousand Dollars ($50,00025,000.00); (i) indication written notice by any current customer or supplier of an intention Seller to Seller that it intends to discontinue or materially change the terms of its relationship with Seller; (j) material change in the accounting methods used by Seller; or (k) Contract by Seller to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.193.18 and except for the actions taken related to the Contemplated Transactions, since the date of the Seller Balance Sheet, Seller has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in Seller's ’s authorized or issued capital stock, grant of any stock option or right to purchase shares of capital stock of Seller or issuance of any security convertible into such capital stock, or declaration or payment of any dividend or declaration or making of any distribution to its shareholderscapital; (b) amendment to the Governing Documents of Seller; (c) payment (except in the its Ordinary Course of Business, including monthly cash advances to certain Members) or increase by Seller of any bonuses, salaries or other compensation to any shareholderMember, directorManager, officer or employee or entry into any employment, severance or similar Contract with any directorMember, Manager, officer or employee; (d) adoption of, amendment to or increase in the payments to or benefits under, any Seller Employee Plan; (e) material damage to or destruction or loss of any material Asset, whether or not covered by insurance, or creation or assumption of any Lien on any Asset; (f) entry into, termination of or receipt of notice of termination of (i) any material license, distributorship, dealer, sales representative, joint venture, credit or similar Contract to which Seller is a party, or (ii) any Contract or transaction involving a total remaining commitment payments by Seller of at least Fifty One Hundred Thousand Dollars ($50,000100,000); (g) sale (other than sales of Inventories in the its Ordinary Course of Business), lease or other disposition of any Asset or property of Seller (including the Seller Intellectual Property Assets) or the creation of any Encumbrance on any AssetAsset other than sales of Assets or property of Seller which would not have a Seller Material Adverse Effect; (h) cancellation resolution, termination or waiver of any claims or rights with a value to Seller in excess of Fifty One Hundred Thousand Dollars ($50,000100,000); (i) indication in writing by any customer or supplier of an intention to discontinue or change the terms of its relationship with Seller, which discontinuation or change would have a Seller Material Adverse Effect; (j) material change in the accounting methods used by Seller; or (k) to Seller’s Knowledge, Contract by Seller to do any of the foregoing.

Absence of Certain Changes and Events. (a) Except as set forth in Part 3.19Section 3.15 of the Disclosure Letter, since the date of the Balance SheetDecember 31, 1999 Seller has conducted its business only in the Ordinary Course of Business and there has not been any: : (ai) change or event which individually or in Seller's authorized the aggregate had or issued capital stock, grant may have a material adverse effect on the Business; (ii) payment or increase of any stock option or right to purchase shares of capital stock of Seller or issuance of any security convertible into such capital stockbonuses, salaries, or declaration other compensation to any partner or payment of any dividend or declaration or making of any distribution to its shareholders; (b) amendment to the Governing Documents of Seller; (c) payment employee (except to partners or employees in the Ordinary Course of Business) of the Seller or increase by Seller of any bonuses, salaries or other compensation to any shareholder, director, officer or employee the General Partner or entry into any employment, severance severance, or similar Contract with any directorpartner or employee of the Seller or the General Partner; (iii) damage, officer or employee; (d) adoption ofdestruction, amendment to or increase in the payments to or benefits under, any Employee Plan; (e) material damage to or destruction or loss of to any Assetasset or property, whether or not covered by insurance, affecting materially and adversely the properties, assets, business, financial condition, or creation or assumption prospects of any Lien on any Asset; Seller, taken as a whole; (fiv) entry into, termination of termination, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit credit, or similar Contract to which Seller is a partyagreement, or (ii) any Contract or transaction involving a total remaining commitment by Seller of at least Fifty Thousand $25,000; ($50,000); (gv) sale (other than sales of Inventories inventory in the Ordinary Course of Business), lease lease, or other disposition of any Asset asset or property of Seller (including Seller, or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of Seller, including, without limitation, the sale, lease, or other disposition of any Intellectual Property Assets) or the creation of any Encumbrance on any Asset; ; (hvi) cancellation or waiver of any claims or rights with a value to Seller in excess of Fifty Thousand Dollars $10,000; ($50,000); vii) conduct of business or entering into any transaction, other than in the Ordinary Course of Business; (i) indication by any customer or supplier of an intention to discontinue or change the terms of its relationship with Seller; (jviii) material change in the accounting methods used by methods; (ix) declaration or payment of any distribution to any of Seller's partners or any direct or indirect redemption, purchase or other acquisition of any partnership interest in Seller, or any transfer of any rights, properties or assets of the Seller to any of its partners; or or (kx) Contract by Seller agreement, whether or not in writing, to do any of the foregoingforegoing by Seller.

Absence of Certain Changes and Events. Except as set forth in Part 3.195.18 and except for the actions taken related to the Contemplated Transactions, since the date of the Buyer Balance Sheet, Seller Buyer has conducted its business only in the its Ordinary Course of Business and there has not been any: (a) change in Seller's Buyer’s authorized or issued capital stock, grant of any stock option or right to purchase shares of capital stock of Seller or issuance of any security convertible into such capital stock, or declaration or payment of any dividend or declaration or making of any distribution to its shareholders; (b) amendment to the Governing Documents of SellerBuyer; (c) payment (except in the its Ordinary Course of Business) or increase by Seller Buyer of any bonuses, salaries or other compensation to any shareholderstockholder, director, officer or employee or entry into any employment, severance or similar Contract with any stockholder, director, officer or employee; (d) adoption of, amendment to or increase in the payments to or benefits under, any Buyer Employee Plan; (e) material damage to or destruction or loss of any Assetmaterial asset of Buyer, whether or not covered by insurance, or creation or assumption of any Lien on any Asset; (f) entry into, termination of or receipt of notice of termination of (i) any material license, distributorship, dealer, sales representative, joint venture, credit or similar Contract to which Seller Buyer is a party, or (ii) any Contract or transaction involving a total remaining commitment payments by Seller Buyer of at least Fifty One Hundred Thousand Dollars ($50,000100,000); (g) sale (other than sales of Inventories in the its Ordinary Course of Business), lease or other disposition of any Asset asset or property of Seller Buyer (including the Buyer Intellectual Property Assets) or the creation of any Encumbrance on any Assetasset of Buyer other than sales of assets or property of Buyer which would not have a Buyer Material Adverse Effect; (h) cancellation resolution, termination or waiver of any claims or rights with a value to Seller Buyer in excess of Fifty One Hundred Thousand Dollars ($50,000100,000); (i) indication in writing by any customer or supplier of an intention to discontinue or change the terms of its relationship with SellerBuyer, which discontinuation or change would have a Buyer Material Adverse Effect; (j) material change in the accounting methods used by SellerBuyer; or (k) To Buyer’s Knowledge, Contract by Seller Buyer to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.193.19 of the Disclosure Schedule, since the date of the Balance SheetMay 31, 2003, Seller has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in Seller's authorized or issued capital stock, grant of any stock option or right to purchase shares of capital stock of Seller or issuance of any security convertible into such capital stock, or declaration or payment of any dividend or declaration or making of any distribution to its shareholders; (b) amendment to the Governing Documents of Seller; (cb) payment or increase (except in the Ordinary Course of Business) or increase by Seller of any bonuses, salaries or other compensation to the Member, or any shareholder, directormanager, officer or employee or entry into any employment, severance or similar Contract with any directormanager, officer or employee; (dc) adoption of, amendment to or increase in the payments to or benefits under, any Employee Plan; (ed) material damage to or destruction or loss of any Assetasset of Seller having a value in excess of One Thousand Dollars ($1,000), whether or not covered by insurance, or creation or assumption of any Lien on any Asset; (fe) entry into, termination of or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit or similar Contract to which Seller is a party, or (ii) any Contract or transaction involving a total remaining commitment by Seller of at least Fifty Twenty Thousand Dollars ($50,00020,000.00); (gf) sale (other than sales of Inventories in the Ordinary Course of Business), lease or other disposition of any Asset one or property more of the Assets or properties of Seller (including the Intellectual Property Assets) having a value in excess of Twenty-Five Thousand Dollars ($25,000) individually or in the aggregate or the creation of any Encumbrance on any Asset; (hg) cancellation or waiver of any claims or rights with a value to Seller in excess of Fifty Fifteen Thousand Dollars ($50,00015,000.00); (ih) indication by any customer or supplier having purchases from or sales to Seller of Ten Thousand Dollars ($10,000.00) or more in the twelve months ended December 31, 2002, of an intention to discontinue or change the terms of its relationship with Seller; (ji) material change in the accounting methods used by Seller; or (kj) Contract contract by Seller or the Member to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.19Schedule 2.18, since the date of the Balance Sheet, Seller has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in Seller's ’s authorized or issued capital stock, grant of any stock option or right to purchase shares of capital stock of Seller or issuance of any security convertible into such capital stock, or declaration or payment of any dividend or declaration or making of any distribution to its shareholders; (b) amendment to the Governing Documents of Seller; (c) payment (except in the Ordinary Course of Business) or increase by Seller of any bonuses, salaries or other compensation to any shareholder, director, officer or employee or entry into any employment, severance or similar Contract with any director, officer or employee; (d) adoption of, amendment to or increase in the payments to or benefits under, any Employee Plan; (e) material damage to or destruction or loss of any Asset, whether or not covered by insurance, or creation or assumption of any Lien on any Asset; (f) entry into, termination of or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit or similar Contract to which Seller is a party, or (ii) any Contract or transaction involving a total remaining commitment by Seller of at least Fifty Thousand ($50,000)20,000; (g) sale (other than sales of Inventories in the Ordinary Course of Business)sale, lease or other disposition of any material Asset or property of Seller (including the Intellectual Property Assets) or the creation of any Encumbrance on any Asset; (h) cancellation or waiver of any claims or rights with a value to Seller in excess of Fifty Thousand Dollars ($50,000)20,000; (i) indication by any customer or supplier of an intention to discontinue or change the terms of its relationship with Seller; (j) material change in the accounting methods used by Seller; or (k) Contract by Seller to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.19, since the date of the Balance Sheet, Seller The Company has conducted its business only in the Ordinary Course ordinary course of Business business and there has not been any Material Adverse Effect. Without limiting the generality of the foregoing, there has not been with respect to the Company any: (a) change in Seller's authorized or issued capital stock, grant of any stock option or right to purchase shares of capital stock of Seller or issuance of any security convertible into such capital stock, or declaration or payment of any dividend or declaration or making of any distribution amendment to its shareholdersGoverning Documents; (b) amendment issuance, sale, grant or other disposition of or Encumbrance on any of its membership interests or other securities or any options, warrants or other rights to the Governing Documents of Selleracquire, any such securities; (c) payment (except in the Ordinary Course of Business) split, combination or increase by Seller reclassification of any bonuses, salaries or other compensation to any shareholder, director, officer or employee or entry into any employment, severance or similar Contract with any director, officer or employeeof its membership interests; (d) adoption ofdeclaration, amendment to setting aside or increase payment of any other distribution (whether in the payments to cash, securities or benefits under, any Employee Planother property) in respect of its membership interests; (e) material incurrence, assumption or guarantee of any Indebtedness; (f) sale, lease, license, pledge or other disposition of, or Encumbrance on, any of its properties or assets; (g) consummation of (i) any merger, consolidation or other business combination, or (ii) the purchase of all or a substantial portion of the assets or any stock of any business or Person; (h) damage to to, or destruction or loss of, any of any Assetits properties or assets, whether or not covered by insurance, or creation or assumption of any Lien on any Asset; (fi) entry into, modification, acceleration, cancellation or termination of or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit or similar Contract to which Seller is a party, or (ii) any Contract or transaction involving a total remaining commitment by Seller except in the ordinary course of at least Fifty Thousand ($50,000)business; (gj) sale (other than sales of Inventories in the Ordinary Course of Business), lease entry into any hedging Contract or other disposition of any Asset financial agreement or property of Seller (including arrangement designed to protect the Intellectual Property Assets) Company against fluctuations in commodities prices or the creation of any Encumbrance on any Assetexchange rates; (hk) cancellation cancellation, compromise, release or waiver of any claims or rights (or series of related claims or rights) with a value exceeding Fifty Thousand United States Dollars (US$50,000) or otherwise outside the ordinary course of business; (l) settlement or compromise in connection with any Proceeding involving the Company; (m) capital expenditure or other expenditure with respect to Seller property, plant or equipment in excess of Fifty Thousand Xxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars ($50,000)US$100,000) in the aggregate; (in) indication change in accounting principles, methods or practices (including any methods of accounting for Tax purposes) or investment practices by the Company or any customer or supplier Subsidiary of an intention the Company, including any changes as were necessary to discontinue or change the terms of its relationship conform with SellerGAAP; (jo) material making or rescission of any Tax election, settlement or compromise of any Tax Liability, amendment of any Tax Return, waiver of any statute of limitations with respect to Taxes or extension of time with respect to any Tax assessment or deficiency by the Company or any Subsidiary of the Company; (p) change in the accounting methods used by Sellerpayment or processing practices or policies regarding intercompany transactions; (q) revaluation of any of its assets; (r) increase, reduction, draw-down or reversal of its reserves (other than in accordance with GAAP); or (ks) Contract by Seller authorization or agreement, in writing or otherwise, to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.194.17, since the date of the Buyer's Balance Sheet, Seller Buyer has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in SellerBuyer's authorized or issued capital stock, grant of any stock option or right to purchase shares of capital stock of Seller Buyer or issuance of any security convertible into such capital stock, or declaration or payment of any dividend or declaration or making of any distribution to its shareholders; (b) amendment to the Governing Documents of SellerBuyer; (c) payment (except in the Ordinary Course of Business) or increase by Seller Buyer of any bonuses, salaries or other compensation to any shareholder, director, officer or employee or entry into any employment, severance or similar Contract with any director, officer or employee; (d) adoption of, amendment to or increase in the payments to or benefits under, any Employee Plan; (e) material damage to or destruction or loss of any Assetof the assets owned or used by Buyer, whether or not covered by insurance, or creation or assumption of any Lien on any Asset; (f) entry into, termination of or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit or similar Contract to which Seller Buyer is a party, or (ii) any Contract or transaction involving a total remaining commitment by Seller Buyer of at least Fifty Thousand twenty-five thousand ($50,00025,000); (g) sale (other than sales of Inventories in the Ordinary Course of Business), lease or other disposition of any Asset asset or property of Seller Buyer (including the Intellectual Property Assets) or the creation of any Encumbrance on any Assetasset; (h) cancellation or waiver of any claims or rights with a value to Seller Buyer in excess of Fifty Thousand Dollars twenty-five thousand ($50,00025,000); (i) indication by any customer or supplier of an intention to discontinue or change the terms of its relationship with SellerBuyer; (j) material change in the accounting methods used by SellerBuyer; or (k) Contract by Seller Buyer to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.19Schedule 5.19, since the date of the Balance Sheet, Seller has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in Seller's authorized or issued capital stock, grant of any stock option or right to purchase shares of capital stock of Seller or issuance of any security convertible into such capital stock, or declaration or payment of any dividend or declaration or making of any distribution to its shareholders; (b) amendment to the Governing Documents of Seller; (c) payment (except in the Ordinary Course of Business) or increase by Seller of any bonuses, salaries or other compensation to any shareholdermember, directormanager, officer or employee of Seller or entry into any employment, severance or similar Contract with any directormember, manager, officer or employeeemployee of Seller; (db) adoption of, amendment to or increase in the payments to or benefits under, any Employee Plan; (ec) material damage to or destruction or loss of exceeding $10,000 with respect to any individual Asset, or exceeding $50,000 in the aggregate with respect to all Assets, whether or not covered by insurance, or creation or assumption of any Lien on any Asset; (fd) entry into, termination of or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit or similar Contract to which Seller is a partyparty related to the Distillery Business, or (ii) any Contract or transaction related to the Distillery Business involving a total remaining commitment by Seller of at least Fifty Thousand ($50,000)100,000; (ge) sale (other than sales of Inventories in the Ordinary Course of Business), lease or other disposition of any Asset asset or property of Seller (including the Intellectual Property Assets) related to the Distillery Business or the creation of any Encumbrance on any Asset; (hf) cancellation or waiver of any claims or rights relating to the Distillery Business with a value to Seller in excess of Fifty Thousand Dollars ($50,000); (ig) indication by any customer or supplier related to the Distillery Business of an intention to discontinue or change the terms of its relationship with Seller; (jh) material change in the accounting methods used by Seller; or (ki) Contract by Seller to do any of the foregoing.

Absence of Certain Changes and Events. Except Other than as set forth disclosed in Part 3.19Schedule 3.10, since the date of the Interim Balance Sheet, Seller each of Sellers has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in Seller's authorized or issued capital stock, grant of any stock option or right to purchase shares of capital stock of Seller or issuance of any security convertible into such capital stock, or declaration or payment of any dividend or declaration or making of any distribution to its shareholders; (b) amendment to the Governing Documents of Seller; (c) payment Payment (except in the Ordinary Course of Business) or increase by such Seller of any bonuses, salaries salaries, or other compensation to any shareholder, director, officer or employee Employee, or entry into any employment, severance severance, or any similar Contract with any director, officer or employeeEmployee; (db) adoption of, amendment to to, or increase in the payments to or benefits under, any Employee Benefit Plan; (ec) material damage to or destruction or loss of any Assetasset or property of such Seller, whether or not covered by insurance, or creation or assumption of any Lien which may have a Material Adverse Effect on any Assetsuch Seller; (fd) entry into, termination of or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit credit, guarantee or similar Contract to which Seller is a partyContract, or (ii) any Seller Contract or transaction involving a total remaining commitment by or to Seller of at least Fifty Thousand ($50,000)10,000; (ge) sale (other than sales of Inventories in the Ordinary Course of Business), lease or other disposition of any Asset asset or property of such Seller (including the Intellectual Property Assets) or the creation of any Encumbrance on any Assetmaterial asset of such Seller; (hf) cancellation or waiver of any claims Claims or rights with a value to Seller in excess of Fifty Thousand Dollars ($50,000)10,000; (i) indication by any customer or supplier of an intention to discontinue or change the terms of its relationship with Seller; (jg) material change in the accounting methods used by such Seller; (h) purchase of or agreement to purchase any additional assets (including shares of any corporation) by such Seller at a cost of greater than $10,000 in any one instance; (i) sale (other than sales of inventory in the Ordinary Course of Business), lease or other disposition of any Intellectual Property necessary to the Business, or the creation of any Encumbrance on any Intellectual Property owned, held or used by such Seller; (j) action taken by such Seller or any of its directors, officers or shareholders to authorize any of the foregoing actions; or (k) Contract entered into by such Seller to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.19Schedule 3.16, since the date of the Balance Sheetinterim Financial Statements for the month of December 31, 2006, Seller has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in Seller's ’s authorized or issued capital stock, grant of any stock option or right to purchase shares of capital stock of Seller or issuance of any security convertible into such capital stock, or declaration or payment of any dividend or declaration or making of any distribution to its shareholders; (b) amendment to the Governing Documents of Seller; (c) payment (except in the Ordinary Course of Business) , payment or increase by Seller of any bonuses, salaries salaries, or other compensation to any shareholder, director, officer or employee officer, nor, except in the Ordinary Course of Business, any payment or increase by Seller of any bonuses, salaries, or other compensation to any employee, nor entry into any employment, severance severance, or similar Contract with any director, officer officer, or employee; (d) adoption or termination of, amendment to to, or increase in the payments to or benefits under, any Employee PlanAssumed Plans; (e) material damage to or destruction or loss of any material Asset, whether or not covered by insurance, or creation or assumption of any Lien on any Asset; (f) entry into, termination of of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit credit, or similar Contract to which Seller is a party, or (ii) any Contract or transaction involving a total remaining commitment by Seller of at least Fifty Thousand ($50,000); (g) sale (other than sales of Inventories in the Ordinary Course of Business), lease or other disposition of any Asset or property of Seller (including the Intellectual Property Assets) or the creation of any Encumbrance on any AssetAsset (other than Permitted Encumbrances); (h) cancellation or waiver of any claims or rights with a value to Seller in excess of Fifty Thousand Dollars $50,000 ($50,000other than as disclosed on Schedule 3.15(a)); (i) indication notice, whether oral or written, by any customer or supplier of an intention to discontinue or materially and adversely change the terms of its relationship with Seller; (j) material change in the accounting methods used by Seller; or (k) Contract entered into by Seller to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.19Schedule 3.7 or except as would not have a Material Adverse Effect, since the date of the Balance SheetSheet Date, each Seller has conducted its business only in the Ordinary Course of Business (as defined below) and there has not been any: (a) change in any Seller's authorized or issued capital stock, grant of any stock option or right to purchase shares of capital stock of any Seller or issuance of any security convertible into such capital stock, or declaration or payment of any dividend or declaration or making of any distribution to its shareholders; (b) amendment to the Governing Documents of any Seller; (c) payment (except in the Ordinary Course of Business) or increase by any Seller of any bonuses, salaries or other compensation to any shareholder, director, officer or employee or entry into any employment, severance or similar Contract with any director, officer or employee, except for amendments to VISA; (d) adoption of, amendment to or increase in the payments to or benefits under, any Employee PlanBenefit Plan (as defined in Section 3.15 hereof), except for amendments to VISA; (e) material damage to or destruction or loss of any Asset, whether or not covered by insurance, or creation or assumption of any Lien on any Acquired Asset; (f) entry into, termination of or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit or similar Contract to which any Seller is a party, or (ii) any Contract or transaction involving a total remaining commitment by any Seller of at least Fifty Thousand ($50,000)25,000.00; (g) sale (other than sales of Inventories in the Ordinary Course of Business)sale, lease or other disposition of any Acquired Asset or property of Seller (including the Intellectual Property Assets) or the creation of any Encumbrance on any Acquired Asset; (h) cancellation or waiver of any claims or rights with a value to any Seller in excess of Fifty Thousand Dollars ($50,000)25,000.00; (i) indication by written notice from any customer or supplier of an intention to discontinue or change in any material respect the terms of its relationship with Seller;any Seller including, without limitation, any major change in a Program Business account or Commercial Business account; or (j) material change in the accounting methods used by any Seller; or (k) Contract by Seller to do any of the foregoing.