Common use of Absence of Certain Transactions Clause in Contracts

Absence of Certain Transactions. Since July 1, 2004 (i) the Seller has caused the Business to be operated only in the ordinary course, consistent with past historical practice (“Ordinary Course of Business”); and (ii) there has been no Material Adverse Effect. Without limiting the generality of the foregoing, since such date the Seller has not: (1) disposed of any assets, incurred any accounts payable or receivable, or acquired any material assets, except in the Ordinary Course of Business; (2) entered into or amended or terminated any agreements or arrangements with customers or suppliers other than in the Ordinary Course of Business or as contemplated by this Agreement; (3) entered into or renewed any distribution agreements; (4) granted or entered into any mortgage, security, charge, surety, guarantee or indemnity (save for Liens arising in the Ordinary Course of Business and which have been discharged prior to Closing); (5) assumed any Liability or obligation, or given any commitment outside the Ordinary Course of Business; (6) permitted any insurances to lapse or done or omitted to do anything which could make any insurance policy void or voidable; (7) altered from its standard collection practices with respect to any accounts receivable; (8) amended its charter documents; (9) issued, sold, redeemed or otherwise acquired any capital stock, bonds, debentures, notes or other securities or granted any options (including any employee stock options), warranties or other rights entitling any person to require the issuance or delivery of any capital stock, bonds, debentures, notes or other securities, (10) declared, or set aside for payment, any dividend (or other payment or distribution of cash or property on account of capital stock or equity interests in the Seller); (11) entered into any material transaction with any Affiliate; (12) granted any salary or wage increases, or changed or amended any Benefit Plan or Benefit Arrangement except in the Ordinary Course of Business; (13) taken any action, or otherwise omitted to take any action, which, if this Agreement had been in effect at such time, would have reasonably been expected to cause a breach of the Seller’s representations, warranties, covenants and agreements herein; or (14) agreed or committed to do any of the foregoing.

Absence of Certain Transactions. Since July Except as set forth on Schedule 4.1(D), since January 1, 2004 2020, (i) the Seller has caused the its Business to be operated only in the ordinary course, consistent with past historical practice over the preceding twelve months (“Ordinary Course of Business”); , and (ii) there has been no Material Adverse Effect. Without limiting the generality of the foregoing, since such date date, with respect to the Business, the Seller has not: (1) disposed of any assets, incurred any accounts payable or receivable, or acquired any material assets, except in the Ordinary Course of Business; delayed payment of any accounts payable (2other than those subject to a good faith dispute); (3) entered into or amended or terminated any material agreements or arrangements with customers or suppliers other than in the Ordinary Course of Business or as contemplated by this AgreementBusiness; (34) entered into or renewed any distribution agreements; (45) granted or entered into any mortgage, security, charge, surety, guarantee or indemnity covering the Assets (save for the Liens arising in the Ordinary Course of Business set forth on Schedule 4.1(D) and which have been will be discharged prior to ClosingClosing and for Permitted Liens); (56) assumed any Liability or obligation, or given any commitment outside the Ordinary Course of Business; (67) permitted any insurances to lapse or done or omitted to do anything which could make any insurance policy void or voidablelapse; (78) altered from its standard selling practices in any material respect, (9) altered from its standard collection practices in any material respect with respect to any accounts receivable; (8) amended its charter documents; (9) issued, sold, redeemed or otherwise acquired any capital stock, bonds, debentures, notes or other securities or granted any options (including any employee stock options), warranties or other rights entitling any person to require the issuance or delivery acceleration of any capital stock, bonds, debentures, notes or other securitiesaccounts receivable, (10) declared, or set aside for payment, entered into any dividend (or other payment or distribution of cash or property on account of capital stock or equity interests in the Seller)transaction with any Affiliate with respect to its Business; (11) entered into granted any material transaction with any Affiliate; (12) granted any salary or wage increases, or changed or amended any Benefit Employee Plan or Benefit Arrangement except in the Ordinary Course of Business; (1312) taken any action, or otherwise omitted to take any action, which, if this Agreement had been in effect at such time, would have reasonably been expected to cause a breach of materially changed the Seller’s representations, warranties, covenants and agreements hereinpricing charged for the Products; or (1413) agreed or committed to do any of the foregoing. To Seller’s knowledge, there is no anticipated capital expenditure anticipated through December 31, 2020, with respect to the Business, as it has been conducted by Seller through the date hereof, in excess of $30,000, except as set forth on Schedule 4.1(D)(2).

Absence of Certain Transactions. Since July 1August 31, 2004 2012, (i) the Seller has caused the its Business to be operated only in the ordinary course, consistent with past historical practice over the preceding twelve months (“Ordinary Course of Business”); , and (ii) there has been no Material Adverse Effect. Without limiting the generality of the foregoing, since such date date, with respect to the Business, the Seller has not: (1) disposed of any assets, incurred any accounts payable or receivable, or acquired any material assets, except in the Ordinary Course of Business; (2) entered into or amended or terminated any agreements or arrangements with customers or suppliers other than in the Ordinary Course of Business or as contemplated by this AgreementBusiness; (3) entered into or renewed any distribution agreements; (4) granted or entered into any mortgage, security, charge, surety, surety or guarantee or indemnity (save for Liens arising in the Ordinary Course of Business and which have been discharged prior to Closing); (5) assumed any Liability or obligation, or given any commitment outside the Ordinary Course of Business; (6) permitted any insurances to lapse or done or omitted to do anything which could make any insurance policy void or voidable; (7) altered from its standard collection practices with respect to any accounts receivable; (8) amended entered into any transaction with any Affiliate with respect to its charter documentsBusiness that could have a Material Adverse Effect or delay or prevent the consummation of the transactions contemplated hereby; (9) issued, sold, redeemed or otherwise acquired any capital stock, bonds, debentures, notes or other securities or granted any options (including any employee stock options), warranties or other rights entitling any person to require the issuance or delivery of any capital stock, bonds, debentures, notes or other securities, (10) declared, or set aside for payment, any dividend (or other payment or distribution of cash or property on account of capital stock or equity interests in the Seller); (11) entered into any material transaction with any Affiliate; (12) granted any salary or wage increases, or changed or amended any Benefit Employee Plan or Benefit Arrangement except in the Ordinary Course of Business; (1310) agreed to indemnify, or indemnified, any party to any Purchased Commitment; (11) taken any action, or otherwise omitted to take any action, which, if this Agreement had been in effect at such time, would have reasonably been expected to cause a breach of the Seller’s representations, warranties, covenants and agreements herein; or (1412) agreed or committed to do any of the foregoing.

Absence of Certain Transactions. Since July Except as set forth on Schedule 4.1(D), since January 1, 2004 2018, (i) the Seller has caused the its Business to be operated only in the ordinary course, consistent with past historical practice over the preceding twelve months (“Ordinary Course of Business”); , and (ii) there has been no change in the Business or Assets that has had a Material Adverse Effect. Without limiting the generality of the foregoing, since such date date, with respect to the Business, the Seller has not: (1) disposed of any assets, incurred any accounts payable or receivable, or acquired any material assets, except in the Ordinary Course of Business; (2) entered into or amended or terminated any agreements or arrangements with customers or suppliers other than in the Ordinary Course of Business or as contemplated by this AgreementBusiness; (3) entered into or renewed any distribution agreementsagreements other than in the Ordinary Course of Business; (4) granted or entered into any mortgage, security, charge, surety, guarantee or indemnity covering the Assets (save for Liens arising in the Ordinary Course of Business and which have been discharged prior to Closing); (5) assumed any Liability or obligation, obligation or given any commitment outside the Ordinary Course of Business; (6) permitted any insurances to lapse or done or omitted to do anything which could make any insurance policy void or voidable; (7) altered from its standard collection practices with respect to any accounts receivable; (8) amended entered into any transaction with any Affiliate with respect to its charter documentsBusiness; (9) issued, sold, redeemed or otherwise acquired any capital stock, bonds, debentures, notes or other securities or granted any options (including any employee stock options), warranties or other rights entitling any person to require the issuance or delivery of any capital stock, bonds, debentures, notes or other securities, (10) declared, or set aside for payment, any dividend (or other payment or distribution of cash or property on account of capital stock or equity interests in the Seller); (11) entered into any material transaction with any Affiliate; (12) granted any salary or wage increases, or changed or amended any Benefit Plan or Benefit Arrangement except in the Ordinary Course of Business; (13) taken any action, or otherwise omitted to take any action, which, if this Agreement had been in effect at such time, would have reasonably been expected to cause a breach of the Seller’s representations, warranties, covenants and agreements herein; or (1410) agreed or committed to do any of the foregoing.

Absence of Certain Transactions. Since July Except as set forth on Schedule 4.1(D), since January 1, 2004 2019, (i) the Seller Group has caused the Business to be operated only in the ordinary course, consistent with past historical historical, normalized practice (“Ordinary Course of Business”); , and (ii) there has been no Material Adverse Effect. Without limiting the generality of the foregoing, since such date date, with respect to the Seller has notBusiness, except as set forth on Schedule 4.1(D), no Member has: (1) disposed of any assets, incurred any accounts payable or receivable, or acquired any material assets, except in the Ordinary Course of Business; (2) entered into or amended or terminated any agreements or arrangements with customers or suppliers other than in the Ordinary Course of Business or as contemplated by this AgreementBusiness; (3) entered into or renewed any distribution agreementsagreements for the distribution of Products other than in the Ordinary Course of Business; (4) granted or entered into any mortgage, security, charge, surety, guarantee or indemnity covering the Assets (save for Liens arising in the Ordinary Course of Business and which have been discharged prior to Closing); (5) assumed any Liability or obligation, or given any commitment outside the Ordinary Course of Business; (6) permitted any insurances with coverages applicable to the Business to lapse or done or omitted to do anything which could make any insurance policy void or voidable; (7) altered deviated from its standard collection selling practices for the Products; (8) entered into any transaction with any Affiliate with respect to any accounts receivable; (8) amended its charter documents; (9) issuedBusiness, sold, redeemed or otherwise acquired any capital stock, bonds, debentures, notes or other securities or granted any options (including any employee stock options), warranties or other rights entitling any person to require the issuance or delivery of any capital stock, bonds, debentures, notes or other securities, (10) declared, or set aside for payment, any dividend (or other payment or distribution of cash or property on account of capital stock or equity interests in the Seller); (11) entered into any material transaction with any Affiliate; (12) granted any salary or wage increases, or changed or amended any Benefit Plan or Benefit Arrangement except in the Ordinary Course of Business; (139) materially changed the pricing charged for the Products; (10) taken any action, or otherwise omitted to take any action, which, if this Agreement had been in effect at such time, would have reasonably been expected to cause a breach of the Sellerany Member’s representations, warranties, covenants and agreements herein; or (1411) agreed or committed to do any of the foregoing.