Common use of ABSENCE OF CERTAIN CHANGES IN EVENTS Clause in Contracts

ABSENCE OF CERTAIN CHANGES IN EVENTS. Except as set forth on Schedule 3.02(e), there has not been: (i) any material adverse change in the business, operations (as now conducted or as presently proposed to be conducted), assets, properties or rights, prospects or condition (financial or otherwise) of Xxxxxxxx or any occurrence, circumstance, or combination thereof, which reasonably could be expected to result in any such material adverse change (a "Material Adverse Effect"); (ii) any increase in amounts payable by Xxxxxxxx to or for the benefit of, or committed to be paid by Xxxxxxxx to or for the benefit of any employee, in any capacity, or any increase in any benefits granted under any bonus, stock option, profit sharing, pension, retirement, deferred compensation, insurance, or other direct or indirect benefit plan, payment or arrangement made to, for the benefit of, or with any such employee; (iii) any transaction entered into or carried out by Xxxxxxxx other than in the ordinary and usual course of its business and consistent with past practice; (iv) any material change made by Xxxxxxxx in the methods of doing business or any change in the accounting principles or practices of Xxxxxxxx or the method of application of such principles or practices; (v) any mortgage, pledge, lien, security interest, hypothecation, charge or other encumbrance imposed or agreed to be imposed on or with respect to any real or personal property owned by Xxxxxxxx; (vi) any mortgage, pledge, lien, security interest, hypothecation, charge or other encumbrance discharged or satisfied, or any obligation or liability (absolute or contingent) paid, other than current liabilities shown on the Financial Statements and current liabilities incurred and obligations under contracts entered into after such date, in the usual and ordinary course of business; (vii) any sale, lease or other disposition of, or any agreement to sell, lease or otherwise dispose of any of the properties or assets of Xxxxxxxx, other than sales, leases or other dispositions in the usual and ordinary course of business for fair equivalent value to persons other than trustees or officers of Xxxxxxxx in the usual and ordinary course of business; (viii) any purchase of or any agreement to purchase capital assets or any lease or any agreement to lease, as lessee, any capital assets; (ix) any material modification, waiver, change, amendment, release, rescission or termination of, or accord and satisfaction with respect to any material term, condition or provision of any contract, course of dealing agreement, license or other instrument to which Xxxxxxxx is a party; (x) any labor disputes or disturbances materially affecting in an adverse manner the business or financial condition of Xxxxxxxx, including, without limitation, the filing of any petition or charge of unfair labor practices with the National Labor Relations Board or efforts to effect a union representation election, actual or threatened employee strikes, work stoppages or slow downs; or (xi) any other event or condition of any character which materially or adversely affects, or may reasonably be expected so to affect, assets, properties or rights, prospects or condition (financial or otherwise) of Xxxxxxxx.

ABSENCE OF CERTAIN CHANGES IN EVENTS. Except as set forth on Schedule 3.02(e)3.2.6, since December 31, 1995, there has not been: : (ia) any Any material adverse change in the business, business operations (as now conducted or as presently proposed to be conducted), assets, properties or rights, prospects or condition (financial or otherwise) of Xxxxxxxx or ADS or, any occurrence, circumstance, or combination thereof, thereof which reasonably could be expected to result in any such material adverse change (a "Material Adverse Effect"); ; (iib) any Any material increase in amounts payable by Xxxxxxxx ADS to or for the benefit of, or committed to be paid by Xxxxxxxx ADS: (A) to or for the benefit of (x) any employeeperson listed on Schedule 3.2.6 (a) (each a "Restricted Employee") or (y) in the aggregate, all shareholders, directors, officers, partners, consultants, agents and employees, in any capacity, of Xxxxxx who are not listed on Schedule 3.2.6(b) (the "Non-Restricted Employees") or any increase (B) in any benefits granted under any bonus, stock option, profit sharing, pension, retirement, deferred compensation, insurance, or other direct or indirect benefit plan, payment or arrangement made to, for the benefit of, or with any such employee; (iiix) any Restricted Employee or (y) in the aggregate, all Non-Restricted Employees; (c) Any transaction entered into or carried out by Xxxxxxxx ADS other than in the ordinary and usual course of its their respective businesses; (d) Any borrowing or agreement to borrow funds; any incurring of any other obligation or liability, contingent or otherwise except current liabilities incurred in the usual and ordinary course of business and consistent with past practiceexceeding at any one time outstanding $10,000; or any endorsement, assumption or guarantee of payment or performance of any loan or obligation of any other individual, firm, corporation or other entity by Xxxxxx on behalf of ADS; (ive) any Any material change made by Xxxxxxxx ADS in the methods of doing business or any change in the accounting principles or practices of Xxxxxxxx Xxxxxx with respect to the Financial Statements or the method of application of such principles or practices; ; (vf) any Any mortgage, pledge, lien, security interest, hypothecation, charge or other encumbrance imposed or agreed to be imposed on or with respect to any real or personal property owned by Xxxxxxxx; the Property; (vig) any Any mortgage, pledge, lien, security interest, hypothecation, charge or other encumbrance discharged or satisfied, or any obligation or liability (absolute or contingent) paid, other than current liabilities shown on the Financial Statements April 30, 1996 Balance Sheet and current liabilities incurred and obligations under contracts entered into after such date, date in the usual and ordinary course of business; ; (viih) any Any sale, lease or other disposition of, of or any agreement to sell, lease or otherwise dispose of any of the properties or assets of XxxxxxxxADS, other than sales, leases or other dispositions sales of finished goods in the usual and ordinary course of business for fair equivalent value to persons other than trustees or officers of Xxxxxxxx in the usual and ordinary course of business; ADS's scheduled prices; (viiii) any Any purchase of or any agreement to purchase capital assets for an amount in excess of $50,000 for any one such purchase or $100,000 for all such purchases made by Xxxxxx on behalf of ADS or any lease or any agreement to lease, as lessee, any capital assets; assets with payments over the term thereof to be made by Xxxxxx for ADS exceeding an aggregate of $30,000; (ixj) Any loan or advance made by Xxxxxx on behalf of ADS to any individual, firm, corporation or other entity except for advances not material in amount made in the usual and ordinary course of business to employees; (k) Any modification, waiver, change, amendment, release, rescission or termination of, or accord and satisfaction with respect to to, any material term, condition or provision of any contract, course of dealing agreement, license or other instrument to which Xxxxxxxx ADS is a party; , other than any satisfaction by performance in accordance with the terms thereof in the usual and ordinary course of business; (xl) any Any labor disputes or disturbances materially adversely affecting in an adverse manner the business or financial condition of Xxxxxxxx, including, without limitation, ADS including the filing of any petition or charge of unfair labor practices with the National Labor Relations Board or efforts to effect a union representation election, actual or threatened employee strikes, work stoppages or slow downs; (m) Any delay or postponement (beyond normal practice) by Xxxxxx on behalf of ADS of the payment of any accounts payable or other liabilities of ADS; or or (xin) To the best of the knowledge of Xxxxxx and each Principal Shareholder, any other event or condition of any character which materially or adversely affects, has had a Material Adverse Effect or may reasonably be expected so to affect, assets, properties or rights, prospects or condition (financial or otherwise) of Xxxxxxxxresult in a Material Adverse Effect.

ABSENCE OF CERTAIN CHANGES IN EVENTS. Except as set forth on Schedule 3.02(e3.01(e), there has not been: (i) any material adverse change in the business, operations (as now conducted or as presently proposed to be conducted), assets, properties or rights, prospects or condition (financial or otherwise) of Xxxxxxxx IEI or any occurrence, circumstance, or combination thereof, which reasonably could be expected to result in any such material adverse change (a "Material Adverse Effect"); (ii) any increase in amounts payable by Xxxxxxxx IEI to or for the benefit of, or committed to be paid by Xxxxxxxx IEI to or for the benefit of any employee, in any capacity, or any increase in any benefits granted under any bonus, stock option, profit sharing, pension, retirement, deferred compensation, insurance, or other direct or indirect benefit plan, payment or arrangement made to, for the benefit of, or with any such employee; (iii) any transaction entered into or carried out by Xxxxxxxx IEI other than in the ordinary and usual course of its business and consistent with past practice; (iv) any material change made by Xxxxxxxx IEI in the methods of doing business or any change in the accounting principles or practices of Xxxxxxxx IEI or the method of application of such principles or practices; (v) any mortgage, pledge, lien, security interest, hypothecation, charge or other encumbrance imposed or agreed to be imposed on or with respect to any real or personal property owned by XxxxxxxxIEI; (vi) any mortgage, pledge, lien, security interest, hypothecation, charge or other encumbrance discharged or satisfied, or any obligation or liability (absolute or contingent) paid, other than current liabilities shown on the Financial Statements and current liabilities incurred and obligations under contracts entered into after such date, in the usual and ordinary course of business; (vii) any sale, lease or other disposition of, or any agreement to sell, lease or otherwise dispose of any of the properties or assets of XxxxxxxxIEI, other than sales, leases or other dispositions in the usual and ordinary course of business for fair equivalent value to persons other than trustees or officers of Xxxxxxxx IEI in the usual and ordinary course of business; (viii) any purchase of or any agreement to purchase capital assets or any lease or any agreement to lease, as lessee, any capital assets; (ix) any material modification, waiver, change, amendment, release, rescission or termination of, or accord and satisfaction with respect to any material term, condition or provision of any contract, course of dealing agreement, license or other instrument to which Xxxxxxxx IEI is a party; (x) any labor disputes or disturbances materially affecting in an adverse manner the business or financial condition of XxxxxxxxIEI, including, without limitation, the filing of any petition or charge of unfair labor practices with the National Labor Relations Board or efforts to effect a union representation election, actual or threatened employee strikes, work stoppages or slow downs; or (xi) any other event or condition of any character which materially or adversely affects, or may reasonably be expected so to affect, assets, properties or rights, prospects or condition (financial or otherwise) of XxxxxxxxIEI.

ABSENCE OF CERTAIN CHANGES IN EVENTS. Except as set forth on Schedule 3.02(e)2.2.5, since March 31, 1998, there has not been: (ia) any Any material adverse change in the business, operations (as now conducted or as presently proposed to be conducted)business operations, assets, properties or rights, prospects or condition (financial or otherwise) of Xxxxxxxx or Avtech or, any occurrence, circumstance, or combination thereof, thereof which reasonably could be expected to result in any such material adverse change (a "Material Adverse Effect"); (iib) any Any material increase in amounts payable by Xxxxxxxx Avtech to or for the benefit of, or committed to be paid by Xxxxxxxx Avtech: (A) to or for the benefit of (x) any employeeKey Employee or (y) in the aggregate, to persons who are shareholders, directors, officers, partners, consultants, agents and employees, in any capacity, of Avtech but who are not Key Employees or any increase (B) in any benefits granted under any bonus, stock option, profit sharing, pension, retirement, deferred compensation, insurance, or other direct or indirect benefit plan, payment or arrangement made to, for the benefit of, or with (x) any such employeeKey Employee or (y) in the aggregate, all other persons described in this Section 2.2.5(b); (iiic) any Any transaction entered into or carried out by Xxxxxxxx Avtech other than in the ordinary and usual course of its business and consistent with past practicebusiness; (ivd) Any borrowing or agreement to borrow funds; any incurring of any assumption, guarantee or other obligation or liability, contingent or otherwise, or any assumption or performance of any loan or obligation of any other entity, except (i) current liabilities incurred in the usual and ordinary course of business or (ii) otherwise, those in an amount not exceeding in the aggregate $50,000 at any one time outstanding; (e) Any material change made by Xxxxxxxx Avtech in the methods of doing business business, or other than such changes required by GAAP, any change in the accounting principles or practices of Xxxxxxxx Avtech with respect to the Delivered Financial Statements or the method of application of such principles or practices; (vf) any Any mortgage, pledge, lien, security interest, hypothecation, charge or other encumbrance imposed or agreed to be imposed on or with respect to any of the parcels of real or personal property owned or used by Xxxxxxxx; Avtech in the conduct of its business or in which Avtech otherwise holds an interest (vithe "Real Property") or any material mortgage, pledge, lien, security interest, hypothecation, charge or other encumbrance discharged imposed or satisfied, agreed to be imposed on or with respect to any obligation of the tangible or liability intangible personal property of Avtech (absolute or contingentthe "Personal Property") paid, other than current liabilities shown on (the Financial Statements Real Property and current liabilities incurred and obligations under contracts entered into after such date, in the usual and ordinary course of businessPersonal Property are collectively the "Property"); (viig) any Any sale, lease or other disposition of, of or any agreement to sell, lease or otherwise dispose of any of the properties or assets of XxxxxxxxAvtech, other than sales, leases or other dispositions sales of finished goods in the usual and ordinary course of business for fair equivalent value and at Avtech's scheduled prices or the prices specified in Material Contracts copies of which have previously been delivered to persons other than trustees or officers of Xxxxxxxx in the usual and ordinary course of businessDAH; (viiih) any Any purchase of or any agreement to purchase capital assets for an amount in excess of $50,000 for any one such purchase or $100,000 for all such purchases made by Avtech or any lease or any agreement to lease, as lessee, any capital assetsassets with payments over the term thereof to be made by Avtech exceeding an aggregate of $50,000 for any one lease or $100,000 in the aggregate; 4 (i) Any loan or advance made by Avtech to any individual, firm, corporation or other entity except for advances not material in amount made in the usual and ordinary course of business to employees; (ixj) any material Any modification, waiver, change, amendment, release, rescission or termination of, or accord and satisfaction with respect to to, any material term, condition or provision of any material contract, course of dealing agreement, license or other instrument to which Xxxxxxxx Avtech is a party, other than any satisfaction by performance in accordance with the terms thereof in the usual and ordinary course of business; (k) Any delay or postponement (beyond normal practice) by Avtech of the payment of accounts payable or other liabilities of Avtech; (xl) any labor disputes or disturbances materially affecting Any acceleration (ahead of normal practice) by Avtech in an adverse manner the business or financial condition collection of Xxxxxxxx, including, without limitation, the filing of any petition or charge of unfair labor practices with the National Labor Relations Board or efforts to effect a union representation election, actual or threatened employee strikes, work stoppages or slow downsaccounts receivable; or (xim) any Any other event or condition of any character which materially or adversely affects, has had a Material Adverse Effect or may reasonably be expected so to affect, assets, properties or rights, prospects or condition (financial or otherwise) of Xxxxxxxxresult in a Material Adverse Effect.