Common use of Absence of Certain Changes Since Balance Sheet Date Clause in Contracts

Absence of Certain Changes Since Balance Sheet Date. Since September 30, 1999, the businesses and operations of the Company and its subsidiaries have been conducted in the ordinary course consistent with past practice, and there has not been: (i) any declaration, setting aside or payment of any dividend or other distribution of the assets of the Company or any of its subsidiaries with respect to any shares of capital stock of the Company or such subsidiary (except for any such distribution by a wholly-owned subsidiary to the Company) or any repurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of the Company's capital stock; (ii) any damage, destruction or loss, whether or not covered by insurance, except for such occurrences, individually and collectively, that are not material to the Company and its subsidiaries, taken as a whole; (iii) any waiver by the Company or any of its subsidiaries of a valuable right or of a material debt owed to it, except for such waivers, individually and collectively, that are not material to the Company and its subsidiaries, taken as a whole; (iv) any material change or amendment to, or any waiver of any material right under a material contract or arrangement by which the Company or any of its subsidiaries or any of their respective assets and properties is bound or subject, except for changes, amendments or waivers that are expressly provided for or disclosed in this Agreement; (v) any change by the Company in its accounting principles, methods or practices or in the manner it keeps its accounting books and records, except any such change required by a change in GAAP; or (vi) any other event or condition of any character, except for such events and conditions that have not resulted, and could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect on the Company.

Absence of Certain Changes Since Balance Sheet Date. Since September 30, 19992004, the businesses business and operations of the Company and its subsidiaries have been conducted in the ordinary course consistent with past practice, and there has not been: (i) any declaration, setting aside or payment of any dividend or other distribution of the assets of the Company or any of its subsidiaries with respect to any shares of capital stock of the Company or such subsidiary (except for any such distribution by a wholly-owned subsidiary to the Company) or any repurchase, redemption or other acquisition by the Company or any subsidiary of its subsidiaries the Company of any outstanding shares of the Company's ’s capital stockstock (other than repurchases pursuant to agreements with the Company’s officers, directors, employees and consultants); (ii) any damage, destruction or lossloss in respect of the assets of the Company or any subsidiary, whether or not covered by insurance, except for such occurrences, individually and collectivelyor in the aggregate, that are have not material had, and would not reasonably be expected to the Company and its subsidiarieshave, taken as a wholeMaterial Adverse Effect; (iii) any waiver by the Company or any of its subsidiaries of a valuable material right or of a material debt owed to it, except for such waivers, individually and collectivelyor in the aggregate, that are have not material had, and would not reasonably be expected to the Company and its subsidiarieshave, taken as a wholeMaterial Adverse Effect; (iv) any material change or amendment to, or any waiver of any material right under a material contract or arrangement by which the Company or any of its subsidiaries assets or any of their respective assets and properties is bound or subject, except for changes, amendments or waivers that are expressly provided for or disclosed in this Agreement; (v) any change by the Company in its accounting principles, methods or practices or in the manner in which it keeps its accounting books and records, except any such change required by a change in GAAPGAAP or by the SEC; or (vi) any other event or condition of any charactercharacter of the type or nature that would be required to be disclosed by the Company in a filing with the SEC under the Exchange Act, except for such events and conditions that have not resulted, and could are not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect on the CompanyEffect.

Absence of Certain Changes Since Balance Sheet Date. Since September 30Except as set --------------------------------------------------- forth in the Disclosure Letter, 1999since the Balance Sheet Date, the businesses business and operations of the Company Engage and its subsidiaries Subsidiaries have been conducted in the ordinary course consistent with past practice, and there has not been: (ia) any declaration, setting aside or payment of any dividend or other distribution of the assets of the Company or any of its subsidiaries Engage with respect to any shares of capital stock of the Company or such subsidiary (except for any such distribution by a wholly-owned subsidiary to the Company) Engage or any repurchase, redemption or other acquisition by the Company Engage or any Subsidiary of its subsidiaries Engage of any outstanding shares of the CompanyEngage's or any Subsidiary's capital stock; (iib) any damage, destruction or loss, whether or not covered by insurance, except for such occurrencesoccurrences that have not resulted, individually and collectively, that are not material expected to the Company and its subsidiariesresult, taken as in a wholeMaterial Adverse Effect; (iiic) any waiver by the Company Engage or any of its subsidiaries a Subsidiary of a valuable right or of a material debt owed to it, except for such waivers, individually waivers that have not resulted and collectively, that are not material expected to the Company and its subsidiariesresult, taken as in a wholeMaterial Adverse Effect; (ivd) any material change or amendment to, or any waiver of any material right rights under a material contract or arrangement by which the Company Engage or a Subsidiary or any of its subsidiaries or any of their respective assets and or properties is bound or subject, except for changes, amendments amendments, or waivers that are expressly provided for or disclosed in this AgreementAgreement or the Disclosure Letter or that have not resulted, and are not expected to result, in a Material Adverse Effect; (ve) any change by the Company Engage in its accounting principles, methods or practices or in the manner it keeps its accounting books and records, except any such change required by a change in GAAP; orand (vif) any other event or condition of any character, except for such events and conditions that have not resulted, and could are not reasonably be expected to result, either individually or in the aggregatecollectively, in a Material Adverse Effect on the CompanyEffect.

Absence of Certain Changes Since Balance Sheet Date. Since September 30, 1999the Balance Sheet Date, the businesses business and operations of the Company and each of its subsidiaries have been conducted in the ordinary course consistent with past practice, and there has not been: (i) any declaration, setting aside or payment of any dividend or other distribution of the assets of the Company or any of its subsidiaries with respect to any shares of its capital stock of the Company or such subsidiary (except for any such distribution by a wholly-owned subsidiary to the Company) or any repurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of the Company's capital stock; (ii) any damage, destruction or loss, whether or not covered by insurance, except for such occurrencesoccurrences that have not resulted, individually and collectively, that are not material expected to result, in a Material Adverse Effect on the Company and its subsidiaries, taken as a wholeCompany; (iii) any waiver by the Company or any of its subsidiaries of a valuable right or of a material debt owed to it, except for such waiverswaivers that have not resulted, and are not expected to result, individually and collectivelyor in the aggregate, that are not material to in a Material Adverse Effect on the Company and its subsidiaries, taken as a wholeCompany; (iv) any material change or amendment to, or any waiver of any material right rights under a material contract or other arrangement by which the Company or any of its subsidiaries subsidiaries, or any of their respective assets and properties or properties, is bound or subject, except for changes, amendments or waivers that are expressly provided for or disclosed in this AgreementAgreement or that have not resulted, and are not expected to result, individually or in the aggregate, in a Material Adverse Effect on the Company; (v) any change by the Company or any of its subsidiaries in its accounting principles, methods or practices or in the manner in which it keeps its accounting books and records, except any such change required by a change in GAAP; or (vi) any other event or condition of any character, except for such events and conditions that have not resulted, and could are not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect on the Company.

Absence of Certain Changes Since Balance Sheet Date. Since September 30, 1999the Balance Sheet Date, the businesses and operations of the Company and its subsidiaries have been conducted in the ordinary course consistent with past practice, and there has not been: (i) any declaration, setting aside or payment of any dividend or other distribution of the assets of the Company or any of its subsidiaries with respect to any shares of capital stock of the Company or such subsidiary (except for any such distribution by a wholly-owned subsidiary to the Company) or any repurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of the Company's capital stock; (ii) any damage, destruction or loss, whether or not covered by insurance, except for such occurrences, individually and collectively, that are not material to the Company and its subsidiaries, taken as a whole; (iii) any waiver by the Company or any of its subsidiaries of a valuable right or of a material debt owed to it, except for such waivers, individually and collectively, that are not material to the Company and its subsidiaries, taken as a wholematerial; (iv) any material change or amendment to, or any waiver of any material right under a material contract or arrangement by which the Company or any of its subsidiaries or any of their respective assets and properties is bound or subject, except for changes, amendments or waivers that are expressly provided for or disclosed in this Agreement; (v) any change by the Company in its accounting principles, methods or practices or in the manner it keeps its accounting books and records, except any such change required by a change in GAAP; or (vi) any other event or condition of any character, except for such events and conditions that have been described in the SEC Documents or that have not resulted, and could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect on the Company.