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

Absence of Certain Changes of Events. Except as described in the Company SEC Reports, since December 31, 2000, except with respect to the actions contemplated by this Agreement, the Company has conducted its business only in the ordinary course and in a manner consistent with past practice and, since such date, there has not been (i) any Material Adverse Effect on the Company, (ii) any damage, destruction or loss of assets of the Company or any of its Subsidiaries (whether or not covered by insurance) that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (iii) any material change by the Company in its accounting methods, principles or practices; (iv) any material revaluation by the Company or any of its Subsidiaries of any of its assets, including, without limitation, writing down the value of capitalized software or inventory or deferred tax assets or writing off notes or accounts receivable other than in the ordinary course of business; (v) any labor dispute or charge of unfair labor practice (other than routine individual grievances), which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Company, any activity or proceeding by a labor union or representative thereof to organize any employee of the Company or any of its Subsidiaries or any campaign being conducted to solicit authorization from employees to be represented by such labor union in each case which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Company; (vi) any waiver by the Company or any of its Subsidiaries of any rights of material value or (vii) any other action or event that would have required the consent of Parent pursuant to Section 6.1 had such action or event occurred after the date of this Agreement.

Absence of Certain Changes of Events. Except as described disclosed in the Company SEC Reports, since December 31, 20002003, except with respect to each of the actions contemplated by this Agreement, Company and each Subsidiary of the Company has conducted its business only in the ordinary course of such business and in a manner consistent with past practice and, since such date, there has not been neither the Company nor any Subsidiary of the Company has: (i) any Material Adverse Effect on the Companysuffered, (ii) any damage, destruction or loss of assets of the Company or any of its Subsidiaries (whether or and would not covered by insurance) that has had or could reasonably be expected to havesuffer, a Material Adverse Effect, or suffered any material casualty loss to its assets (regardless of whether such assets are insured), except for losses that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on Effect; (ii) incurred any material liabilities or obligations, except in the Company, ordinary course of business consistent with past practices; (iii) permitted or allowed any material change by assets to be mortgaged, pledged, or subjected to any Lien, except for Liens for taxes not yet due and payable and Liens that, individually or in the Company in its accounting methodsaggregate, principles or practiceshave not had, and would not reasonably be expected to have, a Material Adverse Effect; (iv) written down the value of any inventory, contract, or other intangible asset, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs in the ordinary course of business, consistent with past practice, or cancelled any other debts or claims, or waived any rights of substantial value, except in any such case in the ordinary course of business and consistent with past practice; (v) sold, licensed, or transferred or agreed to sell, license, or transfer, any of its material assets, except in the ordinary course of business and consistent with past practice; (vi) received written notice of any pending or threatened adverse claim with respect to, or an alleged infringement of, proprietary material, whether such claim or infringement is based on trademark, copyright, patent, license, trade secret, contract, or other restrictions on the use or disclosure of proprietary materials; (vii) incurred obligations to refund money to customers, except in the ordinary course of business, and that, individually and in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect; (viii) made any capital expenditures or commitments, any one of which is more than $500,000, for additions to property, plant, or equipment without prior approval of the Company Board; (ix) made any material revaluation by change in any method of accounting or accounting practice; (x) entered into any agreement, arrangement, or transaction with any of its officers or directors (other than as described in clause (xii) below), or any business or entity in which any officer or director of the Company, or any affiliate or associate of any of such Persons has any direct or indirect interest other than this Agreement; (xi) granted any severance or termination pay to any director or officer of the Company or any Subsidiary, or entered into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director or officer of its Subsidiaries the Company or any Subsidiary; (xii) increased the compensation, bonus, or other benefits payable to directors (other than any compensation that may become payable to the Special Committee members as a result of any their service as members of its assetsthe Special Committee), includingofficers, without limitationor employees of the Company, writing down the value of capitalized software or inventory or deferred tax assets or writing off notes or accounts receivable other than in the ordinary course of businessbusiness consistent with past practice; (vxiii) received notice of any labor dispute or charge of unfair labor practice (dispute, other than routine individual grievances), which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Company, any activity or proceeding by a labor union or representative thereof to organize any employee of the Company or any of its Subsidiaries or any campaign being conducted to solicit authorization from employees to be represented by such labor union in each case which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Company; (vi) any waiver by the Company or any of its Subsidiaries of any rights of material value or (viixiv) agreed to take any other action or event that would have required the consent of Parent pursuant to described in this Section 6.1 had such action or event occurred after the date of this Agreement3.07.

Absence of Certain Changes of Events. Except as described in the Company SEC ReportsReports filed prior to the date hereof or the Company Schedules, since December 31, 2000the date of the Company Balance Sheet, except with respect to the actions contemplated by this Agreement, each of the Company and its subsidiaries has conducted its business only in the ordinary course and in a manner consistent with past practice and, since such date, there has not been (i) any Material Adverse Effect on the Company or any development that could reasonably be expected to have a Material Adverse Effect on the Company, ; (ii) any damage, destruction or loss of assets of the Company or any of its Subsidiaries (whether or not covered by insurance) on the Company or any of its subsidiaries that has had or could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Company, ; (iii) any material change by the Company or any of its subsidiaries in its accounting methods, principles or practices; (iv) any material revaluation by the Company or any of its Subsidiaries subsidiaries of any of its assets, including, without limitation, writing down the value of capitalized software or inventory or deferred tax assets or writing off notes or accounts receivable other than in the ordinary course of business; (v) any labor dispute or charge of unfair labor practice (other than routine individual grievances)practice, whichwhich could reasonably be expected to have, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Company, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employee of the Company or any of its Subsidiaries subsidiaries or any campaign being conducted to solicit authorization from employees to be represented by such labor union in each case which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Companyunion; (vi) any waiver by the Company or any of its Subsidiaries subsidiaries of any rights of material value value; or (vii) any other action or event that would have required the consent of the Parent pursuant to Section 6.1 4.1 had such action or event occurred after the date of this Agreement. In this Agreement, the term "Material Adverse Effect" used in reference to the Company or any of its subsidiaries means any event, change or effect materially adverse to the financial condition, assets, liabilities, results of operations or business of the Company and its subsidiaries, taken as a whole, other than changes resulting solely from changes in general economic or computer industry conditions.

Absence of Certain Changes of Events. Except Since the date of the Company Balance Sheet, except as described disclosed in the Company SEC Reports, since December Company's 10-Q's as of July 31, 20001997 and October 31, 1997, and except with respect to the actions contemplated by this Agreement, the Company has conducted its business only in the ordinary course and in a manner consistent with past practice and, since such date, there has not been (i) any Material Adverse Effect on the Company or any development that reasonably would be expected to have a Material Adverse Effect on the Company, ; (ii) any damage, destruction or loss of assets of the Company or any of its Subsidiaries (whether or not covered by insurance) that has had or could reasonably be expected to have, individually or in on the aggregate, Company having a Material Adverse Effect on the Company, ; (iii) any material change by the Company in its accounting methods, principles or practices; (iv) any material revaluation by the Company or any of its Subsidiaries of any of its assets, including, without limitation, writing down the value of capitalized software or inventory or deferred tax assets or writing off notes or accounts receivable other than in the ordinary course of business; and (v) any labor dispute or charge of unfair labor practice (other than routine individual grievances), which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Company, any activity or proceeding by a labor union or representative thereof to organize any employee of the Company or any of its Subsidiaries or any campaign being conducted to solicit authorization from employees to be represented by such labor union union. In this Agreement, the term "Material Adverse Effect" used in each case whichconnection with a party or any of such party's subsidiaries means any event, individually change or in the aggregateeffect that is, has had or could reasonably can be expected to have be, materially adverse to the financial condition, properties, assets, liabilities, businesses, operations, or results of operations of such party and its subsidiaries, taken as a Material Adverse Effect on the Company; (vi) any waiver by the Company or any of its Subsidiaries of any rights of material value or (vii) any other action or event that would have required the consent of Parent pursuant to Section 6.1 had such action or event occurred after the date of this Agreement.whole. 2.7

Absence of Certain Changes of Events. Except as described in the Company Parent SEC ReportsReports or in Section 5.1(k) of the Parent Disclosure Schedule, since December 31, 2000, except with respect to the actions contemplated by this Agreement, the Company has conducted its business only in the ordinary course and in a manner consistent with past practice and, since such date, there has not been (i) any Material Adverse Effect on Parent as of the Company, date hereof; (ii) any damage, destruction or loss of any assets of the Company Parent or any of its Subsidiaries (whether or not covered by insurance) that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, Parent; (iii) any material change by the Company Parent in its accounting methods, principles or practices; (iv) any material revaluation by the Company Parent or any of its Subsidiaries of any of its assets, including, without limitation, writing down the value of capitalized software or inventory or deferred tax assets or writing off notes or accounts receivable other than in the ordinary course of business; (v) any labor dispute or charge of unfair labor practice (other than routine individual grievances), which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the CompanyParent, any activity or proceeding by a labor union or representative thereof to organize any employee of the Company Parent or any of its Subsidiaries or any campaign being conducted to solicit authorization from employees to be represented by such labor union in each case which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the CompanyParent; or (vi) any waiver by the Company Parent or any of its Subsidiaries of any rights of material value or (vii) any other action or event that would have required the consent of Parent pursuant to Section 6.1 had such action or event occurred after the date of this Agreementvalue.