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

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.07 of the Company Disclosure Schedules, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents; (c) split, combination or reclassification of any of its Units; (d) issuance, sale or other disposition of any of its Units or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its Units; (e) declaration or payment of any dividends or distributions on or in respect of any of its Units or redemption, purchase or acquisition of its Units; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) entry into any Contract that would constitute a Material Contract; (h) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (i) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (j) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (k) material damage, destruction or loss (whether or not covered by insurance) to its property; (l) any capital investment in, or any loan to, any other Person; (m) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (n) any material capital expenditures; (o) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible; (p) any loss, damage, destruction or eminent domain taking, whether or not covered by insurance, with respect to any of its material assets or the business; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (r) hiring or promoting any person as or to (as the case may be) an officer of the Company or hiring or promoting any employee below an officer of the Company except to fill a vacancy in the ordinary course of business; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) except for the Merger, 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 it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (y) except for the Tax Election, action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, change any accounting method in regard to Taxes, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Parent in respect of any Post-Closing Tax Period; or (z) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.07 of Since the Company Disclosure Schedules, since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the CompanyCompany or any Subsidiary, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter DocumentsCertificate of Incorporation, the Bylaws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its Unitscapital stock; (d) issuance, sale or other disposition of any of its Units capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its Unitscapital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its Units capital stock or redemption, purchase or acquisition of its Unitscapital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) entry into any Contract that would constitute a Material Contract; (h) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ih) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation cancellation, discharge or payment of any debts material debts, liens or entitlements; (ji) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP AgreementsRights; (k) material damage, destruction or loss (whether or not covered by insurance) to its property; (lj) any capital investment in, or any loan to, any other Person; (mk) acceleration, termination, material modification or amendment to or cancellation of any material Contract (including, but not limited to, any Material Contract) contract to which the Company is a party or by which it is bound; (nl) any material capital expenditures; (om) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible; (p) any loss, damage, destruction or eminent domain taking, whether or not covered by insurance, with respect to any of its material assets or the business; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (r) hiring or promoting any person as or to (as the case may be) an officer of the Company or hiring or promoting any employee below an officer of the Company except to fill a vacancy in the ordinary course of business; (sn) adoption, modification or termination of any: (i) material employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (to) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former stockholders, directors, officers and employees; (up) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vq) except for the Merger, 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 it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets; (xr) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (y) except for the Tax Election, action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, change any accounting method in regard to Taxes, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Parent in respect of any Post-Closing Tax Period; or (zs) any Contract contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.07 Since the date subject of the Company Disclosure Schedules, since the Balance Sheet DateFinancial Statements, and other than in the ordinary course of business consistent with past practice, or except as disclosed in Schedule 2.7, there has not been, with respect to the CompanyCorporation, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually individually, or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documentscharter, by-laws or other organizational documents of the Corporation, other than in connection with the transaction subject of this Agreement; (c) split, combination or reclassification of any shares of its Unitscapital stock; (d) issuance, sale or other disposition of any of its Units capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its Unitscapital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its Units capital stock or redemption, purchase or acquisition of its Unitscapital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) entry into any Contract contract that would constitute a Material Contract; (hg) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ih) transfer, assignment, sale or other disposition of any of the assets shown or reflected Intellectual Property (as defined in the Balance Sheet or cancellation of any debts or entitlementsSection 2.16); (ji) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP AgreementsProperty; (kj) material damage, destruction or loss (whether or not covered by insurance) to its property; (lk) any capital investment in, or any loan to, any other Person; (ml) acceleration, termination, material modification to or cancellation of any material Contract contract (including, but not limited to, any Material ContractAgreement) to which the Company Corporation is a party or by which it is bound; (nm) any material capital expenditures; (on) imposition of any Encumbrance upon any of the Company Corporation properties, capital stock or assets, tangible or intangible; (p) any loss, damage, destruction or eminent domain taking, whether or not covered by insurance, with respect to any of its material assets or the business; (io) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employeesemployees for which the aggregate costs and expenses exceed Ten Thousand Dollars ($10,000.00), or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (rp) hiring or promoting any person as or to (as the case may be) an officer of the Company or hiring or promoting any employee below an officer of the Company except to fill a vacancy in the ordinary course of business; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former the Corporation’s stockholders, directors, officers and employees; (uq) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) except for the Merger, 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 law or consent to the filing of any bankruptcy petition against it under any similar Lawlaw; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets; (xr) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person person or any division thereof; (ys) except for the Tax Election, action by the Company Corporation to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, change any accounting method in regard to Taxes, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Parent in respect of any Post-Closing Tax Periodtax liability; or, (zt) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.07 of Since the Company Disclosure Schedules, since the Balance Sheet Interim Financial Statement Date, and other than in the ordinary course of business consistent with past practice, or except as contemplated in this Agreement or disclosed in Schedule 2.6, there has not been, with respect to the CompanyCorporation, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documentscharter, by-laws or other organizational documents of Corporation; (c) split, combination or reclassification of any shares of its Unitscapital stock; (d) issuance, sale or other disposition of any of its Units capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its Unitscapital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its Units capital stock or redemption, purchase or acquisition of its Unitscapital stock; (f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) entry into any Contract that would constitute a Material Contract; (hg) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ih) transfer, assignment, sale or other disposition of any of the assets shown or reflected Intellectual Property (as defined in the Balance Sheet or cancellation of any debts or entitlementsSection 2.16); (ji) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP AgreementsProperty; (kj) material damage, destruction or loss (whether or not covered by insurance) to its property; (lk) any capital investment in, or any loan to, any other Person; (ml) acceleration, termination, material modification to or cancellation of any material Contract contract (including, but not limited to, any Material ContractAgreement) to which the Company Corporation is a party or by which it is bound; (nm) any material capital expenditures; (on) imposition of any Encumbrance upon any of the Company Corporation properties, capital stock or assets, tangible or intangible; (p) any loss, damage, destruction or eminent domain taking, whether or not covered by insurance, with respect to any of its material assets or the business; (io) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employeesemployees for which the aggregate costs and expenses exceed $10,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (r) hiring or promoting any person as or to (as the case may be) an officer of the Company or hiring or promoting any employee below an officer of the Company except to fill a vacancy in the ordinary course of business; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (tp) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former stockholders, directors, officers and employees; (uq) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) except for the Merger, 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 law or consent to the filing of any bankruptcy petition against it under any similar Lawlaw; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets; (xr) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person person or any division thereof; (ys) except for the Tax Election, action by the Company Corporation to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, change any accounting method in regard to Taxes, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Parent Buyer in respect of any Post-Closing Tax Period; or (zt) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.07 of the Company Disclosure Schedules, since Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any: (a) event, occurrence or development that has had, or could is reasonably likely to be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter DocumentsOrganizational Documents of the Company; (c) split, combination or reclassification of any of its Unitsmembership interests in the Company; (d) issuance, sale or other disposition of, or creation of any of its Units Encumbrance on, any membership interests in the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its Unitsmembership interests in the Company; (e) declaration or payment of any dividends or distributions on or in respect of any of its Units membership interests in the Company or redemption, purchase or acquisition of its Unitsany of the Company’s outstanding membership interests; (f) material change in any method of accounting or accounting practice the Accounting Methods of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) entry into any Contract that would constitute a Material Contract; (h) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (i) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (j) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (k) material damage, destruction or loss (whether or not covered by insurance) to its property; (l) any capital investment in, or any loan to, any other Person; (m) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (n) any material capital expenditures; (o) imposition of any Encumbrance upon any of the Company properties, capital stock Company’s properties or assets, tangible or intangible; (p) any loss, damage, destruction or eminent domain taking, whether or not covered by insurance, with respect to any of its material assets or the business; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directorsmanagers, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employeesemployees for which the aggregate costs and expenses exceed $10,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, directormanager, independent contractor or consultant; (rq) hiring or promoting any person as or to (as the case may be) an officer of the Company or hiring or promoting any employee below an officer of the Company except to fill a vacancy in the ordinary course of business; (sr) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, directormanager, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (ts) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders members or current or former directorsmanagers, officers and employees; (ut) entry into a new line of business or abandonment or discontinuance of existing lines of business; (vu) except for the Merger, 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 it under any similar Law; (wv) purchase, lease or other acquisition of the right to own, use or lease any property or assetsassets for an amount in excess of $20,000, 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 of business consistent with past practice; (xw) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets assets, stock or stock other equity of, or by any other manner, any business or any Person or any division thereof; (yx) except for the Tax Election, action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, change any accounting method in regard to Taxes, take any action, omit to take any action or enter into any other transaction (in each case, except in the ordinary course of business and consistent with past practice) that would have the effect of increasing the Tax liability or reducing any Tax asset of Parent Buyer in respect of any Post-Closing Tax Period; or (zy) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.