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

Absence of Certain Events and Changes. Except as set forth on Disclosure Schedule Section 3.08, since December 31, 1997, Sellers have conducted the Acquired Business in the ordinary course, consistent with past practices, and there have not been (a) any events, changes or developments which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on the Acquired Business (as currently conducted and as conducted since December 31, 1997), or would materially impair the ability of any Seller to perform its obligations under the Transaction Agreements, or that would prevent or materially delay the consummation of the Transactions, other than events, changes or developments relating to the economy in general or resulting from industry-wide developments affecting companies in similar businesses; (b) (1) any granting by any Seller to any officer or management Division Employee of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of December 31, 1997, (2) any granting by any Seller to any such officer or management Division Employee of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired (but not, in any case, to any of the five most senior officers), or as was required under employment, severance or termination agreements in effect as of December 31, 1997, or (3) except in the ordinary course of business consistent with past practice, any entry by any Seller into any employment, consulting, severance, termination or indemnification agreement with any executive officer or management Division Employee; (c) any acquisition or any sale, lease or disposition of any material assets or properties of the Division by any Seller, except in the ordinary course of business, consistent with past practice; (d) any change in accounting methods, principles or practices by any Seller, except insofar as such change may have been required by a change in GAAP; or (e) any entry into any agreement, arrangement or commitment to take any of the actions set forth in this Section 3.08.

Absence of Certain Events and Changes. Except as set forth on Disclosure Schedule Section 3.08Since January 1, since December 31, 1997, Sellers 1996 Seller and its Subsidiaries have conducted the Acquired Business in the ordinary course, consistent with past practices, and there have not been (ai) any events, changes or developments which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on the Acquired Business (as currently conducted and as conducted since December 31January 1, 19971996), or would materially impair the ability of any Seller to perform its material obligations under the Transaction Agreements, or that would prevent or materially delay the consummation of the Transactionspurchase and sale of the Acquired Assets contemplated by this Agreement, other than events, changes or developments relating to the economy in general or resulting from industry-wide developments affecting companies in similar businesses; (b) ii) (1x) any granting by Seller or any Seller of its Subsidiaries to any officer or management Division employee who is to be a Transferred Employee of any increase in compensation, except in the ordinary course of business (including including, but not limited to, in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of December 31January 1, 19971996, (2y) any granting by Seller or any Seller of its Subsidiaries to any such officer or management Division Employee employee of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired (but not, in any case, to any of the five most senior officers), or as was required under employment, severance or termination agreements in effect as of December 31January 1, 19971996, or (3z) except in the ordinary course of business consistent with past practice, any entry by Seller or any Seller of its Subsidiaries into any employment, consulting, severance, termination or indemnification agreement with any executive officer or management Division employee who is to be a Transferred Employee; (ciii) any acquisition or any sale, lease or disposition of any material assets or properties of the Division Defense Business by any Seller, except in the ordinary course of business, consistent with past practice; (div) any change in accounting methods, principles or practices by Seller or any Sellerof its Subsidiaries, except insofar as such change may have been required by a change in GAAP; or (ev) any entry into any agreement, arrangement or commitment to take any of the actions set forth in this Section 3.083.07.