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

Absence of Certain Changes of Events. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.11, from the Interim Financials Date until the date of this Agreement, the Sellers have operated the Business in the ordinary course of business in all material respects and there has not been, with respect to the Business, any: (a) event, occurrence or development that has had, or to the Knowledge of the Sellers, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) sale or other disposition of any of the Acquired Assets shown or reflected in the Interim Financial Statements, except for the sale of Inventory in the ordinary course of business and except for any Acquired Assets having an aggregate value of less than $75,000; (c) cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Acquired Assets, except in the ordinary course of business; (d) capital expenditures in an aggregate amount exceeding $75,000 which would constitute an Assumed Liability; (e) imposition of any Encumbrance upon any of the Acquired Assets, except for Permitted Encumbrances; (f) (i) grant of any material bonuses, whether monetary or otherwise, or materially 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, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee of the Business or any termination other than for cause of any employees by Bioventus except in the ordinary course of business, which for-cause terminations are set forth on Schedule 4.11(f); or (iii) action to accelerate the vesting or payment of any material compensation or benefit for any employees of the Business (provided for purposes of Section 6.1, references of current or former employee, personnel, officers, directors and contractors of the Sellers shall be deemed to reference “Employees”); (g) adoption, termination, amendment or modification of any (i) material employment, severance, retention or other agreement with any Employees; or (ii) any Benefit Plan with respect to Employees, except, in each case, as set forth on Schedule 4.11(g), or as required by the terms of any Benefit Plan or required by applicable Law; (h) 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; (i) acceleration, termination, material modification to or cancellation of any Transferred Contract or Permit; (j) material damage, destruction or loss, or any material interruption in use, of any Acquired Assets, whether or not covered by insurance; (k) purchase or other acquisition of any property or asset that constitutes an Acquired Asset for an amount in excess of $75,000, except for purchases of Inventory or supplies in the ordinary course of business; or (l) any agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes of Events. Except as expressly contemplated by this Agreement or as set forth on in Schedule 4.113.6, from the Interim Financials Date until the date of this Agreementsince December 31, 1996, the Sellers have operated the Business Seller has conducted its business in the ordinary course of business in all material respects and there has not been, with respect to the Business, anynot: (ai) evententered into any material transaction, occurrence contract or development that has hadcommitment (including, without limitation, any borrowing, capital expenditure or to the Knowledge of the Sellers, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (bcapital financing) sale or other disposition of any of the Acquired Assets shown or reflected in the Interim Financial Statements, except for the sale of Inventory in the ordinary course of business and except for any Acquired Assets having an aggregate value of less than $75,000; (c) cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Acquired Assets, except which is not in the ordinary course of business; (d) capital expenditures in an aggregate amount exceeding $75,000 which would constitute an Assumed Liability; (e) imposition of any Encumbrance upon any of the Acquired Assets, except for Permitted Encumbrances; (f) (i) grant of any material bonuses, whether monetary or otherwise, or materially 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, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for suffered any employee of the Business or any termination other than for cause of any employees by Bioventus except in the ordinary course of business, which for-cause terminations are set forth on Schedule 4.11(f); or (iii) action to accelerate the vesting or payment of any material compensation or benefit for any employees of the Business (provided for purposes of Section 6.1, references of current or former employee, personnel, officers, directors and contractors of the Sellers shall be deemed to reference “Employees”); (g) adoption, termination, amendment or modification of any (i) material employment, severance, retention or other agreement with any Employees; or (ii) any Benefit Plan with respect to Employees, except, in each case, as set forth on Schedule 4.11(g), or as required by the terms of any Benefit Plan or required by applicable Law; (h) 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; (i) acceleration, termination, material modification to or cancellation of any Transferred Contract or Permit; (j) material damage, destruction or other casualty loss, or any material interruption in use, of any Acquired Assets, whether or not covered by insurance; (kiii) purchase or other acquisition of any property or asset that constitutes an Acquired Asset for an amount in excess of $75,000, except for purchases of Inventory or supplies normal merit increases in the ordinary course of business, materially increased the compensation payable or to become payable by the Seller to any of their officers or employees (or any independent contractors) or materially increased any commission, bonus, insurance, pension or other employee benefit plan, payment or arrangement made by the Seller, for or with any such officers or employees (or independent contractors) or made any loans, or granted any options to any such officers or employees or changed their status to that of an independent contractor; (iv) entered into any employment agreement with an officer or employee involving an annual base rate of compensation in excess of $50,000 and a period of employment of more than 60 days; (v) acquired or disposed of any substantial properties or assets; (vi) cancelled any debts or claims, or waived any rights of material value; (vii) permitted any of the Assets to be mortgaged, pledged or subjected to any lien or encumbrance of any kind; (viii) disposed of any proprietary rights or permitted to lapse, or otherwise failed to preserve any Proprietary Rights; (ix) suffered a Material Adverse Effect or the occurrence of any event or circumstances that may result in a Material Adverse Effect; (x) terminated or amended or suffered the termination or amendment of, or failed to perform in all material regards all obligations, or suffered or permitted any default to exist under any contract, lease, agreement or license; (xi) changed accounting methods or accounting practices affecting the Assets or liabilities of the Seller, including any change in its recordation of accounts receivable; or (lxii) any entered into an agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes of Events. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.11, from the Interim Financials Date until in this Agreement since the date of this Agreement, the Sellers have operated the Business in the ordinary course of business in all material respects and there has not been, with respect to the Business, anyCompany balance sheet: (a) eventExcept as disclosed on a separate schedule, occurrence or development that there has had, or to the Knowledge of the Sellers, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) sale or other disposition of any of the Acquired Assets shown or reflected in the Interim Financial Statements, except for the sale of Inventory in the ordinary course of business and except for any Acquired Assets having an aggregate value of less than $75,000; (c) cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Acquired Assets, except in the ordinary course of business; (d) capital expenditures in an aggregate amount exceeding $75,000 which would constitute an Assumed Liability; (e) imposition of any Encumbrance upon any of the Acquired Assets, except for Permitted Encumbrances; (f) not been (i) grant of any material bonuses, whether monetary or otherwise, or materially 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, other than as provided for in any written agreements or required by applicable Law, (ii) adverse change in the terms business, operations, properties, level of employment for any employee inventory, assets, or condition of the Business or any termination other than for cause of any employees by Bioventus except in the ordinary course of business, which for-cause terminations are set forth on Schedule 4.11(f); or (iii) action to accelerate the vesting or payment of any material compensation or benefit for any employees of the Business (provided for purposes of Section 6.1, references of current or former employee, personnel, officers, directors and contractors of the Sellers shall be deemed to reference “Employees”); (g) adoption, termination, amendment or modification of any (i) material employment, severance, retention or other agreement with any Employees; Company or (ii) any Benefit Plan with respect to Employeesdamage, except, in each case, as set forth on Schedule 4.11(g)destruction, or as required by the terms of any Benefit Plan or required by applicable Law; (h) 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 loss to the filing of any bankruptcy petition against it under any similar Law; Company (i) acceleration, termination, material modification to or cancellation of any Transferred Contract or Permit; (j) material damage, destruction or loss, or any material interruption in use, of any Acquired Assets, whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or conditions of the Company. (b) The Company has not (i) amended its articles of incorporation or bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the Company; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions outside normal business operations; (kc) purchase Except as disclosed on a separate schedule, the Company has not (i) granted or agreed to grant any options, warrants, or other acquisition of rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any property funds or asset that constitutes an Acquired Asset for an amount in excess of $75,000incurred, or become subject to, any material obligation or liability (absolute or contingent) except for purchases of Inventory or supplies liabilities incurred in the ordinary course of business; or(iii) paid any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent balance sheet of the Company and current liabilities incurred since that date in the ordinary course of business; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in 4 the aggregate have a value of less than $5,000 or canceled, or agreed to cancel, any debts or claims (except debts and claims which in the aggregate are of a value of less than $5,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Company; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and (ld) any agreement to do any To the best knowledge of the foregoingCompany, it has not become subject to any law or regulation which materially and adversely affects, or any action in the future may adversely affect, the business, operations, properties, assets, or omission that would result in any condition of the foregoingCompany.

Absence of Certain Changes of Events. Except as expressly contemplated by this Agreement or Since the Statement Date, except as set forth on in Schedule 4.11, from 3.7 of the Interim Financials Date until the date of this AgreementTriani Disclosure Letter, the Sellers have operated the Business has been carried on in the ordinary course Ordinary Course of business in all material respects Business and there has not beenbeen any Material Adverse Change in the affairs, with respect to prospects, operations, assets or financial condition of the BusinessBusiness or of the Company. Since the Statement Date, anythe Company has not, without the prior consent of the Purchaser, or as part of the Vendors’ Reorganization: (a) eventincurred any obligation or liability (fixed or contingent) or Indebtedness, occurrence except normal trade or development that has had, or to the Knowledge of the Sellers, could reasonably be expected to have, individually or business obligations incurred in the aggregateOrdinary Course of Business, none of which has or would cause a Material Adverse EffectEffect to the Company; (b) sale paid or satisfied any obligation or liability (fixed or contingent), except: (i) current liabilities included in the Annual Financial Statements; (ii) current liabilities incurred since the Statement Date in the Ordinary Course of Business; and (iii) scheduled payments pursuant to obligations under loan agreements or other disposition of any of the Acquired Assets shown contracts or reflected commitments described in the Interim Financial Statements, except for the sale of Inventory in the ordinary course of business and except for any Acquired Assets having an aggregate value of less than $75,000this Agreement; (c) cancellation of waived, cancelled or written off any debts rights, claims, accounts receivable or claims or amendment, termination or waiver of any rights constituting Acquired Assetsamounts payable to the Company, except in the ordinary course Ordinary Course of businessBusiness; (d) capital expenditures entered into any transaction, Contract, agreement or commitment, except in an aggregate amount exceeding $75,000 which would constitute an Assumed Liabilitythe Ordinary Course of Business; (e) imposition terminated, discontinued, closed or disposed of any Encumbrance upon any of the Acquired Assetsplant, except for Permitted Encumbrancesfacility or business operation; (f) (i) grant of made any material bonuseschange with respect to any method of management, whether monetary operation or otherwise, or materially increase in any wages, salary, severance, pension or other compensation or benefits accounting in respect of any current or former employees, officers, directors, independent contractors or consultants of the Business, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee of the Business or any termination other than for cause of any employees by Bioventus except in the ordinary course of business, which for-cause terminations are set forth on Schedule 4.11(f); or (iii) action to accelerate the vesting or payment of any material compensation or benefit for any employees of the Business (provided for purposes of Section 6.1, references of current or former employee, personnel, officers, directors and contractors of the Sellers shall be deemed to reference “Employees”); (g) adoption, termination, amendment or modification of suffered any (i) material employment, severance, retention or other agreement with any Employees; or (ii) any Benefit Plan with respect to Employees, except, in each case, as set forth on Schedule 4.11(g), or as required by the terms of any Benefit Plan or required by applicable Law; (h) 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; (i) acceleration, termination, material modification to or cancellation of any Transferred Contract or Permit; (j) material damage, destruction or loss, or any material interruption in use, of any Acquired Assets, loss (whether or not covered by insurance) which constitutes a Material Adverse Effect or could constitute a Material Adverse Effect on the Business or the financial condition of the Company; (h) increased any form of compensation or other benefits payable or to become payable to any of the current or former employees, directors, officers, contractors, consultants, agents or agency employees of the Company, except increases made in the Ordinary Course of Business which, in the case of employees, do not exceed 2%, in the aggregate, of the amount of the aggregate salary compensation payable to all of the Company’s employees prior to such increase; (i) suffered any extraordinary loss relating to the Business; (j) made or incurred any material change, financial or otherwise, in, or become aware of any event or condition which is likely to result in a Material Adverse Effect, financial or otherwise, in, the Business or in the condition of the Company or its assets or its relationships with its customers, suppliers or employees; or (k) purchase authorized, agreed or other acquisition of any property or asset that constitutes an Acquired Asset for an amount in excess of $75,000, except for purchases of Inventory or supplies in the ordinary course of business; or (l) any agreement otherwise become committed to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes of Events. Except as expressly otherwise contemplated by in this Agreement or as set forth on in Schedule 4.114.4, from the Interim Financials Date until since May 1, 2020 through the date of this Agreement, the Sellers Seller and its Affiliates have operated the Business in all material respects in the ordinary course of business in all material respects business, consistent with past practice and there has not been, with respect to the BusinessReal Estate Subsidiaries, the Business or any of the Purchased Assets, any: (a) event, occurrence occurrence, development or development that has had, state of circumstances or to the Knowledge of the Sellers, could reasonably be expected to have, individually or in the aggregate, facts which constitutes a Material Adverse Effect; (b) sale increase or other disposition commitment to increase the rate or terms of compensation (including bonus, termination or severance pay) payable or to become payable to any of the Acquired Assets shown or reflected in the Interim Financial StatementsBusiness Employees, except for the sale other than (i) merit and cost of Inventory living increases in the ordinary course of business that are not material in the aggregate or (ii) pursuant to Seller Plans as currently in effect and except for any Acquired Assets having an aggregate value of less than $75,000disclosed on Schedule 4.7(a); (c) cancellation incurrence, guarantee or assumption of any debts Indebtedness or claims or amendment, termination or waiver of any rights constituting Acquired Assets, except debt obligation for borrowed money for which the Business would be liable following Closing other than obligations under Contracts incurred in the ordinary course of businessbusiness consistent with past practice; (d) capital expenditures in an aggregate amount exceeding $75,000 which would constitute an Assumed Liabilitycancellation, compromise or waiver of any material claim or right; (e) imposition (i) sale, assignment, transfer, consumption or disposal of any Encumbrance upon material assets (or commitment to do any of the Acquired Assetsforegoing), which, but for such sale, assignment, transfer, consumption or disposal (or commitment to do any of the foregoing) would have constituted Purchased Assets (other than in the ordinary course of business consistent with past practice that do not, except for Permitted Encumbrancesin the case of Inventory and Spare Parts, exceed $100,000 in the aggregate), or (ii) theft, damage, destruction or loss (without regard to any insurance) of or to any tangible asset or assets which is to an item or items having a value in excess of One Hundred Thousand Dollars ($100,000) individually or Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate; (f) (i) grant execution, amendment, cancellation or termination of any material bonuses, whether monetary or otherwise, or materially increase in any wages, salary, severance, pension or Assumed Contract (other compensation or benefits in respect than a termination of any current or former employees, officers, directors, independent contractors or consultants an Assumed Contract as a result of the Business, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee expiration of the Business or any termination other than for cause term of any employees by Bioventus except in the ordinary course of business, which for-cause terminations are set forth on Schedule 4.11(f); or (iii) action to accelerate the vesting or payment of any material compensation or benefit for any employees of the Business (provided for purposes of Section 6.1, references of current or former employee, personnel, officers, directors and contractors of the Sellers shall be deemed to reference “Employees”such Assumed Contract); (g) adoption, termination, amendment or modification of any (i) material employment, severance, retention execution of any lease (for real or other agreement with any Employees; personal property) involving annual payments in excess of One Hundred Thousand Dollars ($100,000) or (ii) any Benefit Plan with respect to Employees, except, in each case, as set forth on Schedule 4.11(g), or as required by the terms of any Benefit Plan or required by applicable Law; (h) 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; (i) acceleration, termination, material modification to or cancellation of any Transferred Contract or Permit; (j) material damage, destruction or loss, or any material interruption in use, of any Acquired Assets, whether or not covered by insurance; (k) purchase or other acquisition of any property or asset that constitutes an Acquired Asset for an amount in excess of $75,000, except for purchases of Inventory or supplies in the ordinary course of business; or (l) any agreement to do any of the foregoing, or any action or omission that would result ownership interest in any of the foregoing.real property;

Absence of Certain Changes of Events. Except as expressly contemplated by this Agreement or as set forth on in Schedule 4.116.28 hereto, from since December 31, 2005 the Interim Financials Date until the date of this Agreement, the Sellers have operated the Business in the ordinary course of business in all material respects and there Company has not been, with respect to the Business, anynot: (a) event, occurrence or development that has had, or to the Knowledge of the Sellers, could reasonably be expected to have, individually or in the aggregate, a suffered any Material Adverse EffectChange; (b) sale or other disposition amended its certificate of incorporation in any of the Acquired Assets shown or reflected in the Interim Financial Statements, except for the sale of Inventory in the ordinary course of business and except for any Acquired Assets having an aggregate value of less than $75,000manner whatsoever; (c) cancellation declared or made any payment of any debts dividend or claims other distribution in respect of its shares and has not redeemed, purchased or amendment, termination or waiver of otherwise acquired any rights constituting Acquired Assetsshares, except that the Company will make certain distributions to the Shareholder immediately prior to the Closing provided that at the Closing the Company shall have net working capital of $10,000, which distributions shall not be deemed to result in the ordinary course of businessa Material Adverse Change; (d) capital expenditures in an aggregate amount exceeding $75,000 which would constitute an Assumed Liabilityissued or sold any shares or other securities or issued, sold or granted any option, warranty or right to purchase any of its shares or other securities; (e) imposition disposed of any Encumbrance upon any of assets reflected on its balance sheet forming part of the Acquired AssetsFinancial Statements, except for Permitted Encumbrancessales of assets in the normal course of the Company's business; (f) (i) grant of changed any accounting or costing systems or methods in any material bonuses, whether monetary or otherwise, or materially 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, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee of the Business or any termination other than for cause of any employees by Bioventus except in the ordinary course of business, which for-cause terminations are set forth on Schedule 4.11(f); or (iii) action to accelerate the vesting or payment of any material compensation or benefit for any employees of the Business (provided for purposes of Section 6.1, references of current or former employee, personnel, officers, directors and contractors of the Sellers shall be deemed to reference “Employees”)respect; (g) adoptionincurred or assumed any liabilities, terminationobligations or indebtedness (whether accrued, amendment absolute, contingent or modification of any (i) material employment, severance, retention or other agreement with any Employees; or (ii) any Benefit Plan with respect to Employees, except, in each case, as set forth on Schedule 4.11(gotherwise), or as required by except unsecured current liabilities, obligations and indebtedness incurred in the terms normal course of any Benefit Plan or required by applicable Lawbusiness and not in excess of ten thousand United States dollars (US$10,000); (h) adoption made or granted any bonus, increased the compensation paid (other than for normal merit and cost of living increases) or made loans or advances to any plan of mergerdirector, consolidation, reorganization, liquidation officer 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 Lawemployee; (i) accelerationmortgaged, terminationpledged, granted a security interest in or otherwise encumbered any of its assets, except in the normal course of business and in amounts which, individually and in the aggregate are not material modification to its financial condition or cancellation operation of any Transferred Contract or Permitit business; (j) material damage, destruction or loss, entered into any Material Contract or any material interruption in use, of any Acquired Assets, whether or other transaction that was not covered by insurance; (k) purchase or other acquisition of any property or asset that constitutes an Acquired Asset for an amount in excess of $75,000, except for purchases of Inventory or supplies in the ordinary normal course of business; or (lk) any agreement to do any of the foregoingterminated, cancelled or any action or omission that would result modified in any material respect or received notice or a request for termination, cancellation or modification in any material respect of the foregoingany Material Contract.