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

Absence of Certain Changes, Events and Conditions. Except as set forth on Schedule 4.14, since January 1, 2024, the Business has been conducted in the Ordinary Course of Business, including with respect to maintenance of inventory levels, promotional sales, rebates or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have not: (a) experienced an event, circumstance, condition, change or development that, individually or in the aggregate, has had, or would reasonably be expected to have a Material Adverse Effect, (b) experienced any material loss, damage or destruction of assets related to the sale of the Products (whether or not covered by insurance), (c) experienced any material supply disruption, supplier dispute or slowdown or stoppage of supply, with respect to the Products, (d) with respect to any customer included in a customer or other list included in the Transferred Records, received any written notice that such customer intends to materially reduce its business with or cease doing business with the Business, (e) sold, transferred, licensed or disposed of assets that would have been included in the Purchased Assets, other than sales of Inventory in the Ordinary Course of Business, (f) changed any of the terms and conditions with respect to the pricing of the Products or supplies relating to the Product, (g) other than in the Ordinary Course of Business, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact in all material respects goodwill related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) settled or waived any material Actions with respect to the Business, (j) disclosed any material nonpublic information with respect to the Business that Seller previously maintained as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), or (k) taken any action that would have been prohibited or otherwise restricted under Section 6.01(c) or (d).

Absence of Certain Changes, Events and Conditions. Except as set forth on Schedule 4.144.08 of the Disclosure Schedules, since January 1the Balance Sheet Date, 2024there has not been any: entry into any Contract that would constitute a Material Contract or amendment of any Material Contract; incurrence, assumption or guarantee of any Indebtedness for borrowed money or other Liability in connection with the Business has been conducted except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business consistent with past practice; transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Balance Sheet, except for the sale of Inventory in the ordinary course of Business; cancellation of any debts or claims or amendment, including termination or waiver of any rights constituting Purchased Assets; transfer, assignment or grant of any license or sublicense of any material rights under or with respect to maintenance of inventory levelsany Intellectual Property Assets or Intellectual Property Agreements; material damage, promotional sales, rebates destruction or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have not: (a) experienced an event, circumstance, condition, change or development that, individually or in the aggregate, has hadloss, or would reasonably be expected to have a Material Adverse Effect, (b) experienced any material lossinterruption in use, damage or destruction of assets related to the sale of the Products (any Purchased Assets, whether or not covered by insurance); acceleration, (c) experienced termination, material modification to or cancellation of any Assigned Contract or Permit; material supply disruption, supplier dispute or slowdown or stoppage capital expenditures which would constitute an Assumed Liability; imposition of supply, with respect to the Products, (d) with respect to any customer included in a customer or other list included in the Transferred Records, received Encumbrance upon any written notice that such customer intends to materially reduce its business with or cease doing business with the Business, (e) sold, transferred, licensed or disposed of assets that would have been included in the Purchased Assets; any loan to (or forgiveness of any loan to), or entry into any other than sales transaction with, any current or former directors, officers or employees of Seller; adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against Seller under any similar Law; purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of Inventory or supplies in the Ordinary Course ordinary course of Business, (f) changed Business consistent with past practice; or any Contract to do any of the terms and conditions with respect to the pricing foregoing, or any action or omission that would result in any of the Products or supplies relating to the Product, (g) other than in the Ordinary Course of Business, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact in all material respects goodwill related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) settled or waived any material Actions with respect to the Business, (j) disclosed any material nonpublic information with respect to the Business that Seller previously maintained as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), or (k) taken any action that would have been prohibited or otherwise restricted under Section 6.01(c) or (d)foregoing.

Absence of Certain Changes, Events and Conditions. Except Since the Balance Sheet Date, except as set forth on Schedule 4.14in Section 4.07 of the Disclosure Schedules, since January 1, 2024, the Business there has not been conducted in the Ordinary Course of Business, including with respect to maintenance of inventory levels, promotional sales, rebates or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have notany: (a) experienced an event, circumstance, condition, change occurrence or development thatthat has had, or could reasonably be expected to have, individually or in the aggregate, has had, or would reasonably be expected to have a Material Adverse Effect; material change in any method of accounting or accounting practice for the Business, except as required by GAAP or as disclosed in the notes to the Financial Statements; material change in cash management practices and policies, practices and procedures with respect to collection of Receivables, establishment of reserves for uncollectible Receivables, accrual of Receivables, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; failure to make commercially reasonable efforts to preserve and protect the goodwill of Seller and its relationships with clients, customers, suppliers, referral sources and other persons having material business relationships with the Business; entry into any Contract that would constitute a Material Contract, including any renewal or substitution, other than in the ordinary course of business consistent with past practices; incurrence, assumption or guarantee of any Indebtedness (bexcluding any Repaid Indebtedness) experienced in excess of $25,000 except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; transfer, assignment, sale or other disposition of any material lossof the Purchased Assets shown or reflected in the Balance Sheet, damage or destruction of assets related to except for the sale of Inventory in the Products (whether ordinary course of business and dispositions of obsolete items and items of below standard quality; cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets, other than in the ordinary course of business consistent with past practices; transfer, assignment or grant of any license, waiver, covenant not covered by insurance)to sxx, (c) experienced sublicense or other permission under any material supply disruption, supplier dispute rights under or slowdown or stoppage of supply, with respect to the Products, (d) with respect to any customer included in a customer Intellectual Property Assets or other list Intellectual Property Licenses included in the Transferred RecordsPurchased Assets, received or any written notice that such customer intends to materially reduce its business with abandonment, cancellation, expiration, or cease doing business with the Business, (e) sold, transferred, licensed or disposed non-renewal of assets that would have been any Intellectual Property Registrations included in the Purchased Assets, other than sales of Inventory in the Ordinary Course ordinary course of Businessbusiness consistent with past practices; material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance; acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit included in the Purchased Assets; material capital expenditures which would constitute an Assumed Liability; imposition of any Encumbrance (fexcluding Permitted Encumbrances or Encumbrances with respect to Repaid Indebtedness) changed upon any of the Purchased Assets; grant of any bonuses, whether monetary or otherwise, or any general wage or salary increases in respect of any current or former employees, directors, officers or independent contractors of Seller, other than as provided for in any written agreements or consistent with past practice in the ordinary course of business or retention payments to officers or employees that have been agreed upon by Buyer in writing, or other material change in the terms of employment or other service relationship for any employee, officer, director or independent contractor of Seller; entry into, termination of, adoption of or amendment to, in any material respect, any employment, bonus, profit-sharing initiative, change in control or severance agreement, contract, or commitment or any other Benefit Plan or collective bargaining agreement, except amendments to any Benefit Plan as required by Law or retention payments to officers or employees in amounts and conditions to employees that have been agreed upon by Buyer in writing; loan to, or entry into any other transaction with, any employees of Seller, other than compensation arrangements in the ordinary course of business consistent with respect past practices; adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the pricing filing of any bankruptcy petition against it under any similar Law; purchase, lease or other acquisition of the Products right to own, use or lease any property or assets in connection with the Business for an amount in excess of $100,000, individually (in the case of a lease, per annum) or $200,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of Inventory or supplies relating to the Product, (g) other than in the Ordinary Course ordinary course of Business, modified or amended business consistent with past practice; removal of any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact Purchased Assets used in all material respects goodwill related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) settled or waived any material Actions with respect to the Business, (j) disclosed any material nonpublic information with respect to operation of the Business that Seller previously maintained as confidential information (other than pursuant from the respective Real Property location except in the ordinary course of business consistent with past practices; or any Contract to agreements requiring do any of the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), or (k) taken any action that would have been prohibited or otherwise restricted under Section 6.01(c) or (d)foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.14Section 4.05 of the Seller Disclosure Schedules, since January 1from June 30, 20242016 to the date hereof, Seller has operated the Business has been conducted in the Ordinary Course ordinary course of Businessbusiness in all material respects and there has not been (a) any sale, including assignment, transfer or other disposition of any property or asset relating to the Business having a value in excess of $100,000 or any relocation of any such property or asset from the Seller Facilities to any other location, other than (i) any Excluded Assets or (ii) any Inventory sold to third parties in the ordinary course of business; (b) any Encumbrance (other than any Permitted Encumbrance) created on or arising with respect to maintenance of inventory levels, promotional sales, rebates any material property or discountsasset relating to the Business, other activities that were intended to accelerate salesthan any Excluded Assets; (c) any substantial damage, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have not: (a) experienced an event, circumstance, condition, change destruction or development that, individually loss or in the aggregate, has had, or would reasonably be expected to have a Material Adverse Effect, (b) experienced any material loss, damage or destruction of assets related to the sale of the Products casualty loss (whether or not covered by insurance), (cinsured against) experienced affecting any material supply disruption, supplier dispute property or slowdown or stoppage of supply, with respect asset relating to the ProductsBusiness having a value in excess of $100,000, other than the Excluded Assets; (d) with respect any 28 cancellation by the Seller of any material debt or waiver of any material Claim or right of value relating solely to any customer included in a customer or other list included in the Transferred Records, received any written notice that such customer intends to materially reduce its business with or cease doing business with the Business, Purchased Assets; (e) soldany failure to pay the debts, transferred, licensed or disposed Taxes and other obligations of assets that would have been included in the Purchased Assets, other than sales of Inventory in the Ordinary Course of Business, Business when due; (f) changed any transfer or relocation of any employees whose services were performed primarily or exclusively in connection with the Business to other facilities or sites operated by Seller or its Affiliates; or (g) any increase in the compensation paid or payable, whether pursuant to a Benefit Plan or otherwise, to any of the terms and conditions with respect to the pricing of the Products Business Employees, or supplies relating to the Productany increase in any payment or commitment, (g) other than in the Ordinary Course of Business, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact in all material respects goodwill related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) settled or waived any material Actions with respect to the Business, (j) disclosed any material nonpublic information with respect to the Business that Seller previously maintained as confidential information (other than whether pursuant to agreements requiring a Benefit Plan or otherwise, for the recipient payment of any bonus, additional compensation, service award, welfare, pension, retirement, termination or severance benefit to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), or (k) taken any action that would have been prohibited or otherwise restricted under Section 6.01(c) or (d)Business Employee.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.14Section 4.05 of the Seller Disclosure Schedules, since January 1from December 31, 20242018 to the date hereof, Seller has operated the Business has been conducted in the Ordinary Course ordinary course of Businessbusiness in all material respects and there has not been (a) any sale, including assignment, transfer or other disposition of any property or asset relating to the Business having a value in excess of $100,000 or any relocation of any such property or asset from the Facilities to any other location, other than (i) any Excluded Assets or (ii) any Inventory sold to third parties in the ordinary course of business; (b) any Encumbrance (other than any Permitted Encumbrance) created on or arising with respect to maintenance of inventory levels, promotional sales, rebates any material property or discountsasset relating to the Business, other activities that were intended to accelerate salesthan any Excluded Assets; (c) any substantial damage, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have not: (a) experienced an event, circumstance, condition, change destruction or development that, individually loss or in the aggregate, has had, or would reasonably be expected to have a Material Adverse Effect, (b) experienced any material loss, damage or destruction of assets related to the sale of the Products casualty loss (whether or not covered by insurance), (cinsured against) experienced affecting any material supply disruption, supplier dispute property or slowdown or stoppage of supply, with respect asset relating to the ProductsBusiness having a value in excess of $100,000, other than the Excluded Assets; (d) with respect any cancellation by Seller or any Affiliate Transferor, as applicable, of any material debt or waiver of any material Claim or right of value relating solely to any customer included in a customer or other list included in the Transferred Records, received any written notice that such customer intends to materially reduce its business with or cease doing business with the Business, Purchased Assets; (e) soldany failure to pay the debts, transferred, licensed or disposed Taxes and other obligations of assets that would have been included in the Purchased Assets, other than sales of Inventory in the Ordinary Course of Business, Business when due; (f) changed any transfer or relocation of any employees of the Business to other facilities or sites operated by Seller or its Affiliates; or (g) since June 30, 2019, any increase in the compensation paid or payable, whether pursuant to an Employee Plan or otherwise, to any of the terms and conditions with respect to the pricing of the Products Business Employees, or supplies relating to the Productany increase in any payment or commitment, (g) other than in the Ordinary Course of Business, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact in all material respects goodwill related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) settled or waived any material Actions with respect to the Business, (j) disclosed any material nonpublic information with respect to the Business that Seller previously maintained as confidential information (other than whether pursuant to agreements requiring an Employee Plan or otherwise, for the recipient payment of any bonus, additional compensation, service award, welfare, pension, retirement, termination or severance benefit to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), or (k) taken any action that would have been prohibited or otherwise restricted under Section 6.01(c) or (d)Business Employee.

Absence of Certain Changes, Events and Conditions. Except as set forth on Schedule 4.14, since Since January 1, 20242018, the Business has been conducted and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, including with respect to maintenance of inventory levels, promotional sales, rebates or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have notthere has not been any: (a) experienced an event, circumstance, condition, change occurrence or development thatthat has had, or could reasonably be expected to have, individually or in the aggregate, has had, or would reasonably be expected to have a Material Adverse Effect, ; (b) experienced material change in any method of accounting or accounting practice for the Business, except as required by GAAP or as disclosed in the notes to the Financial Statements; (c) material losschange in cash management practices and policies, damage practices and procedures with respect to collection of Trade Accounts Receivable, establishment of reserves for uncollectible Trade Accounts Receivable, accrual of Trade Accounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) entry into any Contract that would constitute a Material Contract; (e) incurrence, assumption or destruction guarantee of assets related to any indebtedness for borrowed money in connection with the Business except unsecured current obligations and liabilities incurred in the ordinary course of business consistent with past practice; (f) transfer, assignment, sale or other disposition of any of the Specified Assets shown or reflected in the December 31, 2017 balance sheet, except for the sale of Inventory and obsolete or surplus equipment in the Products ordinary course of business; (g) transfer or assignment of or grant of any license or sublicense under or with respect to any of Seller’s Intellectual Property Assets (except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (h) abandonment or lapse of or failure to maintain in full force and effect any Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any material Trade Secrets included in the Intellectual Property assets; (i) material damage, destruction or loss, or any material interruption in use, of any Specified Assets, whether or not covered by insurance; (j) acceleration, termination, material modification to or cancellation of any Assumed Contract, License or Permit; (k) imposition of any Encumbrance upon any of the Specified Assets; (l) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current or former employees, officers, directors, independent contractors or consultants of the Business, (m) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, consultant or independent contractor of the Business; (n) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former directors, officers or employees of the Business; (co) experienced adoption of any material supply disruptionplan of merger, supplier dispute consolidation, reorganization, liquidation or slowdown dissolution or stoppage filing of supply, with respect a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the Productsfiling of any bankruptcy petition against it under any similar Law; or (p) purchase, (d) with respect to any customer included in a customer lease or other list included acquisition of the right to own, use or lease any property or assets in the Transferred Records, received any written notice that such customer intends to materially reduce its business with or cease doing business connection with the Business, (e) sold, transferred, licensed except for purchases of Inventory or disposed of assets that would have been included supplies in the Purchased Assets, other than sales ordinary course of Inventory in the Ordinary Course of Business, (f) changed any of the terms and conditions business consistent with respect to the pricing of the Products or supplies relating to the Product, (g) other than in the Ordinary Course of Business, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact in all material respects goodwill related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) settled or waived any material Actions with respect to the Business, (j) disclosed any material nonpublic information with respect to the Business that Seller previously maintained as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), or (k) taken any action that would have been prohibited or otherwise restricted under Section 6.01(c) or (d)past practice.

Absence of Certain Changes, Events and Conditions. Except as otherwise contemplated by this Agreement or as set forth on Schedule 4.14in Section 4.22 of the Disclosure Schedules, since January 1September 30, 20242021, Seller has (i) conducted the Business has been conducted in the Ordinary Course ordinary course of business consistent with past practice in all material respects, (ii) maintained and preserved intact the current organization, operations and franchise of the Business, including with respect (iii) used commercially reasonable efforts to maintenance preserve the goodwill of inventory levels, promotional sales, rebates or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have not: (a) experienced an eventand maintain the existing relations of Seller with customers, circumstancesuppliers, conditioncreditors, change or development regulators and employees that, in each case, may be material, individually or in the aggregate, to the Business, (iv) not suffered any event, condition, circumstance, development, change or occurrence that, individually or together with any other events, conditions, circumstances, developments, changes or occurrences, has had, had or would could reasonably be expected to have a Material Adverse Effect, (bv) experienced not materially changed any material lossmethod of accounting or accounting principle or practice for the Business, damage (vi) not materially changed any cash management practices or destruction policies or practices and procedures with respect to collection of assets related to Accounts Receivable, (vii) not entered into any Contract that constitutes a Material Contract, (viii) not incurred, assumed or guaranteed any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice, (ix) not cancelled any debts or claims nor amended, terminated or waived any rights constituting Purchased Assets, (x) not transferred, assigned, sold or otherwise disposed of any of the Purchased Assets shown or reflected in the most recent Financial Statements, except for the sale of inventory in the Products ordinary course of business, (xi) not transferred or assigned, or granted any license under or with respect to, any Intellectual Property Assets other than non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice, (xii) not suffered any material damage, destruction or loss, or any material interruption in the use of any Purchased Assets, whether or not covered by insurance), (cxiii) experienced not incurred any material supply disruption, supplier dispute or slowdown or stoppage of supply, with respect to the Productscapital expenditures which would constitute an Assumed Liability, (dxiv) with respect to not granted, allowed or suffered the imposition of any customer included in a customer or other list included in the Transferred Records, received Encumbrance on any written notice that such customer intends to materially reduce its business with or cease doing business with the Business, (e) sold, transferred, licensed or disposed of assets that would have been included in the Purchased Assets, other than sales of Inventory in the Ordinary Course of Businessexcept for Permitted Encumbrances, (fxv) changed not granted any bonuses, whether monetary or otherwise, nor increased any wages, salary, severance, pension or other compensation or benefits in respect of the terms and conditions with respect to the pricing any current or former employees, officers, directors, independent contractors or consultants of the Products or supplies relating to the Product, (g) other than in the Ordinary Course of Business, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact in all material respects goodwill related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) settled or waived any material Actions with respect to the Business, (j) disclosed any material nonpublic information with respect to the Business that Seller previously maintained as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), and (xvi) not declared or paid any dividends on or distributions in respect of any of Seller’s outstanding equity interests, nor redeemed, purchased, or (k) taken acquired any action that would have been prohibited or otherwise restricted under Section 6.01(c) or (d)equity interest of Seller.

Absence of Certain Changes, Events and Conditions. Except as contemplated by this Agreement or as set forth on Schedule 4.14in Section 2.8 of the Seller Disclosure Schedule, since January 1from December 31, 20242020, until the date of this Agreement, the Acquired Business has been conducted operated in the Ordinary Course of Business. From the Balance Sheet Date there has not been, including with respect to maintenance of inventory levelsthe Acquired Business, promotional sales, rebates or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have notany: (a) experienced an event, circumstance, condition, change occurrence or development that, individually or in the aggregate, that has had, had or would reasonably be expected to have a Material Adverse Effect, ; (b) experienced any material loss, damage or destruction of assets related to the sale amendment of the Products (whether or not covered by insurance), Organizational Documents of any Acquired Company; (c) experienced split, combination or reclassification of any material supply disruption, supplier dispute or slowdown or stoppage of supply, with respect to the Products, Equity Interests in any Acquired Company; (d) with respect to any customer included in a customer issuance, sale or other list included disposition of any Equity Interests in the Transferred Recordsany Acquired Company, received or grant of any written notice that such customer intends options, warrants or other rights to materially reduce its business with purchase or cease doing business with the Businessobtain (including upon conversion, exchange or exercise) any Equity Interests in any Acquired Company; (e) solddeclaration or payment of any dividends or distributions on or in respect of any Equity Interests in any Acquired Company or redemption, transferredpurchase or acquisition of any Equity Interests in any Acquired Company; (f) change in any method of accounting, licensed Tax election or disposed accounting practice of assets that would have been included the Acquired Business, except as required by GAAP or applicable Law; (g) incurrence, assumption or guarantee of any Indebtedness in an aggregate amount exceeding $50,000, except unsecured current obligations and liabilities incurred in the Purchased AssetsOrdinary Course of Business; (h) purchase, lease, sale or other disposition of, or imposition of any Encumbrance upon, any of the assets shown or reflected on the Balance Sheet, except in the Ordinary Course of Business; (i) (i) material increase in the compensation of its Employees, other than sales of Inventory (x) as provided for in any written agreements dated prior to the date hereof and made available to Buyer or (y) in the Ordinary Course of Business, (fii) changed entrance into or termination of any employment agreement or collective bargaining agreement, written or oral, or modification of the terms and conditions with respect to the pricing of the Products or supplies relating to the Product, (g) other than in the Ordinary Course of Business, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact in all material respects goodwill related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) settled or waived any material Actions with respect to the Business, (j) disclosed any material nonpublic information with respect to the Business that Seller previously maintained as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), or (k) taken any action that would have been prohibited or otherwise restricted under Section 6.01(c) or (d).any