Common use of Absence of Change Clause in Contracts

Absence of Change. Except as disclosed in Section 2.5 of the Seller and Shareholder Disclosure Letter, since December 31, 2006, there has not been: (a) any Material Adverse Effect; (b) any material damage, natural or otherwise, to any of the Purchased Assets being purchased hereunder; (c) any confiscation of any of the Purchased Assets by any government or any agency thereof; (d) any lockout, strike, labor trouble, state of emergency, war, act of God or other event which affected or will affect the Business or Purchased Assets; (e) any material sales of goods or services or other transactions of Seller, other than those occurring in the ordinary course of business; (f) any material change in the manner of conducting the Business and operations of Seller; (g) any material change in the manner in which Seller pays its accounts payable and no payment of any accounts payable, nor any failure to pay any accounts payable, other than in the ordinary course of Business; (h) any financial or other commitments or obligations incurred by Seller, except such as may be incidental to carrying on the ordinary course of Business; (i) any borrowing by Seller of any funds and no endorsing or guaranteeing payment by Seller of any loan or obligation, contractual or otherwise, of any other individual, firm, corporation or other entity, and except as set forth in the Financial Statements, there are no such borrowings, endorsements or guarantees by Seller presently outstanding; (j) any material loans or advances by Seller to any individual, firm, corporation or other entity at any time; (k) any capital additions or improvements in excess of FIFTY THOUSAND DOLLARS ($50,000) in the aggregate to the properties of Seller, and no contracts or purchase orders therefore; (l) any sale, retirement, abandonment or other disposition of any of the Purchased Assets or other property of Seller, except the disposition or replacement of minor equipment in the ordinary course of business with an individual fair market value of less than TEN THOUSAND DOLLARS ($10,000); (m) any outstanding obligation by Seller either for money borrowed or otherwise, other than as set forth in the Financial Statements, except trade accounts payable and other current expenses and taxes incurred and accrued on Seller's books and arising in the ordinary course of business, none of which obligations are in default or arrears of payment; (n) any dividend or mandatory redemptions on Seller's capital stock and no money or other property set apart for payment or for making any other distributions to or for the account of any shareholder of Seller; (o) any acquisition or contract to acquire in any manner, directly or indirectly, any of the outstanding capital stock of Seller or any other corporation; (p) any payment of or any obligation to pay any amounts either in cash or other property to any person for cancellation of any outstanding options, warrants or agreements to acquire shares of Seller's capital stock; (q) change in the capital structure or Certificate of Incorporation or Bylaws of Seller; (r) any material change in the accounting methods or practices followed by Seller in connection with the Business and operations of Seller; and (s) any written notice of any violation or any written notice of a threatened violation of applicable law as to the Business or operations of Seller; provided, however, that Seller shall not be deemed to have breached this representation unless the failure to disclose the information requested hereunder gives rise to a Material Adverse Effect.

Absence of Change. Except Since the Most Recent Balance Sheet Date, there has not been any change in Company which could reasonably be expected to have a Material Adverse Effect on Company. Without limiting the generality of the foregoing sentence, since the Most Recent Balance Sheet Date, except for transactions contemplated in this Agreement or as disclosed in Section 2.5 of the Seller and Shareholder Disclosure Letter, since December 31, 2006Schedule 4.8, there has not been: : (a) any Material Adverse Effect; (b) any material damageAny sale, natural lease, transfer or otherwise, to any of the Purchased Assets being purchased hereunder; (c) any confiscation assignment by Company of any of the Purchased Assets by any government its material assets, tangible or any agency thereof; (d) any lockout, strike, labor trouble, state of emergency, war, act of God or other event which affected or will affect the Business or Purchased Assets; (e) any material sales of goods or services or other transactions of Sellerintangible, other than those occurring in the ordinary course of business; (f) any material change in the manner of conducting the Business and operations of Seller; (g) any material change in the manner in which Seller pays its accounts payable and no payment of any accounts payable, nor any failure to pay any accounts payable, other than in the ordinary course of Business; (h) any financial or other commitments or obligations incurred by Seller, except such as may be incidental to carrying on the ordinary course of Business; (i) any borrowing by Seller of any funds and no endorsing or guaranteeing payment by Seller of any loan or obligation, contractual or otherwise, of any other individual, firm, corporation or other entity, and except as set forth in the Financial Statements, there are no such borrowings, endorsements or guarantees by Seller presently outstanding; (j) any material loans or advances by Seller to any individual, firm, corporation or other entity at any time; (k) any capital additions or improvements in excess of FIFTY THOUSAND DOLLARS ($50,000) in the aggregate to the properties of Seller, and no contracts or purchase orders therefore; (l) any sale, retirement, abandonment or other disposition of any of the Purchased Assets or other property of Seller, except the disposition or replacement of minor equipment for fair consideration in the ordinary course of business consistent with an individual fair market value past practice; (b) Any agreement, contract, lease or license (or series of less related agreements, contracts, leases and/or licenses) entered into by Company either involving more than TEN THOUSAND DOLLARS ($10,000); (m) any outstanding obligation by Seller either for money borrowed 50,000.00 or otherwise, other than as set forth in the Financial Statements, except trade accounts payable and other current expenses and taxes incurred and accrued on Seller's books and arising in $5,000.00 outside the ordinary course of businessbusiness consistent with past practice; (c) Any acceleration, none of which obligations are in default termination, modification or arrears of payment; cancellation by any Person (nincluding Company) any dividend or mandatory redemptions on Seller's capital stock and no money or other property set apart for payment or for making any other distributions to or for the account of any shareholder agreement, contract, lease or license (or series of Seller; related agreements, contracts, leases and/or licenses) involving more than $50,000.00 to which Company is a party or by which it is bound; (od) any acquisition Any material Lien, restriction or contract to acquire in any manner, directly or indirectly, condition imposed by Company upon any of the outstanding assets of Company, tangible or intangible; (e) Any capital stock expenditure (or series of Seller related capital expenditures) made by Company involving more than $25,000.00 or $2,500.00 outside the ordinary course of business consistent with past practice; (f) Any capital investment in, any loan to, or any acquisition of the securities or assets of, any other corporationPerson (or series of related capital investments, loans and/or acquisitions) by Company involving more than $25,000.00 or $2,500.00 outside the ordinary course of business consistent with past practice; (g) Any note, bond or other debt security issued or any indebtedness for borrowed money or capitalized lease obligation created, incurred, assumed or guaranteed by Company involving more than $25,000.00 or $2,500.00 outside the ordinary course of business consistent with past practice; (h) Any delay or postponement in the payment of accounts payable or other Liabilities of Company outside the ordinary course of business consistent with past practice; (i) Any cancellation, compromise, waiver or release of any right or claim (or series of related rights and/or claims) by Company involving more than $50,000.00 or $5,000.00 outside the ordinary course of business consistent with past practice; (j) Any material disposition by Company of any Intellectual Property; (pk) Any damage, destruction or loss (whether or not covered by insurance) experienced by Company with respect to any payment assets or property of or any obligation to pay any amounts either in cash Company; (l) Any loan or other property to transaction outside of the ordinary course of business between Company and any person for cancellation of any outstanding options, warrants its employees or agreements to acquire shares of Seller's capital stock; (q) change in the capital structure or Certificate of Incorporation or Bylaws of Seller; (r) any material change in the accounting methods or practices followed by Seller in connection with the Business and operations of Seller; and (s) any written notice of any violation or any written notice of a threatened violation of applicable law as to the Business or operations of Seller; provided, however, that Seller shall not be deemed to have breached this representation unless the failure to disclose the information requested hereunder gives rise to a Material Adverse Effect.Affiliates;

Absence of Change. Except Since the Current Balance Sheet Date, except as disclosed accurately set forth in Section 2.5 SCHEDULE 4.29, none of the Seller and Shareholder Disclosure Letter, since December 31, 2006, there following has not been: occurred with respect to the Company: (a) any circumstance, condition, event or state of facts (either singly or in the aggregate), other than conditions affecting the economy industry generally, which has caused, is causing or could reasonably be expected to cause a Material Adverse Effect; Effect on the Company; (b) any material damage, natural change in its authorized Capital Stock or otherwise, to in any of the Purchased Assets being purchased hereunder; its outstanding Capital Stock or Derivative Securities; (c) any confiscation of any of the Purchased Assets by any government or any agency thereof; Restricted Payment; (d) any lockoutincrease in, strikeor any commitment or promise to increase, labor troublethe rates of Cash Compensation as of the date hereof, state of emergency, war, act of God or the amounts or other event which affected benefits paid or will affect payable under any Company ERISA Pension Plan or Other Compensation Plan, except for ordinary and customary bonuses and salary increases for employees (other than the Business MTM Stockholders or Purchased Assets; their respective Immediate Family Members) at the times and in the amounts consistent with its past practice; (e) any material sales work interruptions, labor grievances or claims filed, or any similar event or condition of goods any character, that will have a Material Adverse Effect on the Surviving Corporation following the Effective Time; (f) any distribution, sale or services transfer of, or other transactions any Company Commitment to distribute, sell or transfer, any of Sellerits assets or properties of any kind which singly is or in the aggregate are Material to the Company, other than those occurring distributions, sales or transfers in the ordinary course of business; (f) any material change in this business and consistent with its past practices to Persons other than to the manner of conducting Stockholder, the Business MTM Stockholders and operations of Seller; their respective Immediate Family Members and Affiliates; (g) any material change cancellation, or agreement to cancel, any Indebtedness, obligation or other liability owing to it, including any Indebtedness, obligation or other liability of the Stockholder or any Related Person or Affiliate thereof except for adjustments to bills in the course of good faith disputes with customers in a manner consistent with past practice that do exceed $10,000 in which Seller pays the aggregate; (h) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its accounts payable and no payment assets, property or rights or requiring consent of any accounts payablePerson to the transfer and assignment of any such assets, nor property or rights; (i) any failure purchase or acquisition of, or agreement, plan or arrangement to pay purchase or acquire, any accounts payableproperty, other than in rights or assets outside of the ordinary course of Business; its business or not consistent with its past practices; (hj) any financial waiver of any of its rights or other commitments claims that singly is or obligations incurred in the aggregate are Material to the Company; (k) any transaction by Seller, except such as may be incidental to carrying on it outside the ordinary course of Business; (i) any borrowing by Seller of any funds its business or not consistent with its past practices and no endorsing or guaranteeing payment by Seller of any loan or obligation, contractual or otherwise, of any other individual, firm, corporation or other entity, and except as set forth in the Financial Statements, there are no such borrowings, endorsements or guarantees by Seller presently outstanding; (j) any material loans or advances by Seller to any individual, firm, corporation or other entity at any time; (k) any capital additions or improvements which involves in excess of FIFTY THOUSAND DOLLARS ($50,000) in the aggregate to the properties of Seller, and no contracts or purchase orders therefore; 25,000; (l) any sale, retirement, abandonment or other disposition incurrence by it of any of the Purchased Assets Indebtedness or other property of Sellerany Guaranty not constituting its Indebtedness, except the disposition or replacement of minor equipment in the ordinary course of business with an individual fair market value of less than TEN THOUSAND DOLLARS ($10,000); any Company Commitment to incur any Indebtedness or any such Guaranty; (m) any outstanding obligation by Seller either for money borrowed investment in the Capital Stock, Derivative Securities or otherwiseIndebtedness of any Person, other than as set forth in the Financial Statements, except trade accounts payable and other current expenses and taxes incurred and accrued on Seller's books and arising in the ordinary course of business, none of which obligations are in default or arrears of payment; a Permitted Investment; (n) any dividend or mandatory redemptions on Sellerexcept in accordance with the Company's consolidated capital stock and no money or other property set apart for payment or for making any other distributions to or expenditure budget for the account Company's current fiscal year, any capital expenditure or series of any shareholder related capital expenditures by the Company in excess of Seller$25,000, or commitments by the Company to make capital expenditures totaling in excess of $25,000; or (o) any acquisition cancellation or contract to acquire in any manner, directly or indirectly, any termination of a Material Agreement of the outstanding capital stock of Seller or any other corporation; (p) any payment of or any obligation to pay any amounts either in cash or other property to any person for cancellation of any outstanding options, warrants or agreements to acquire shares of Seller's capital stock; (q) change in the capital structure or Certificate of Incorporation or Bylaws of Seller; (r) any material change in the accounting methods or practices followed by Seller in connection with the Business and operations of Seller; and (s) any written notice of any violation or any written notice of a threatened violation of applicable law as to the Business or operations of Seller; provided, however, that Seller shall not be deemed to have breached this representation unless the failure to disclose the information requested hereunder gives rise to a Material Adverse EffectCompany.

Absence of Change. Except as disclosed set forth in Section 2.5 ----------------- Schedule 3.21, to the Knowledge of the Seller and Shareholder Disclosure LetterSeller, since December 31, 2006, there 2001 the Business has not been: suffered a Material Adverse Change. Without limiting the generality of the foregoing, since that date: (a) any Material Adverse Effect; the Company, PENAC, Seller and the Local Sellers have conducted the Business only in the usual and ordinary course consistent with past practices; (b) any material damage, natural or otherwise, to any of the Purchased Assets being purchased hereunder; (c) any confiscation of any of the Purchased Assets by any government or any agency thereof; (d) any lockout, strike, labor trouble, state of emergency, war, act of God or other event which affected or will affect the Business or Purchased Assets; (e) any material sales of goods or services or other transactions none of Seller, other than those occurring in PENAC, the ordinary course of business; (f) Local Sellers and the Company has sold, leased, transferred, or assigned any material change in assets primarily related to the manner of conducting the Business and operations of Seller; (g) any material change in the manner in which Seller pays its accounts payable and no payment of any accounts payable, nor any failure to pay any accounts payableBusiness, other than in the ordinary course of Business; business; (hc) any financial or other commitments or obligations incurred by none of Seller, except such as may be incidental PENAC, the Local Sellers and the Company has entered into any Contract primarily related to carrying on the Business involving more than $500,000 other than in the ordinary course of Business; business; (id) no party (including the Company, PENAC, Seller and the Local Sellers) has accelerated, terminated, modified, or cancelled any borrowing Contract involving more than $250,000 to which PENAC, the Company or Seller or any of the Local Sellers is a party or by Seller which any of any funds and no endorsing or guaranteeing payment by Seller of any loan or obligationthem is bound, contractual or otherwise, of any other individual, firm, corporation or other entity, and except as set forth than in the Financial Statements, there are no such borrowings, endorsements or guarantees by Seller presently outstanding; ordinary course of business; (je) any material loans or advances by Seller to any individual, firm, corporation or other entity at any time; (k) any capital additions or improvements in excess of FIFTY THOUSAND DOLLARS ($50,000) in the aggregate to the properties none of Seller, PENAC, the Local Sellers and no contracts the Company has imposed any lien or purchase orders therefore; security interest upon any assets primarily related to the Business, tangible or intangible; (lf) none of the Company nor, as it primarily relates to the Business, PENAC, Seller and the Local Sellers has issued any salenote, retirementbond, abandonment or other disposition of debt security or created, incurred, assumed, or guaranteed any of indebtedness for borrowed money or capitalized lease obligation either involving more than $100,000 individually or $250,000 in the Purchased Assets or other property aggregate; (g) none of Seller, except PENAC, the disposition Local Sellers and the Company has cancelled, compromised, waived, or replacement released any right or claim (or series of minor equipment related rights and claims) primarily related to the Business either involving more than $250,000 or outside the ordinary course of business; (h) none of Seller, PENAC, the Local Sellers and the Company has granted any license or sublicense of any rights under or with respect to any IP exclusively related to the Business, other than in the ordinary course of business consistent with an individual fair market value of less than TEN THOUSAND DOLLARS past practice; ($10,000); (mi) any outstanding obligation by Seller either for money borrowed there has been no change made or otherwise, other than as set forth authorized in the Financial Statementscharter or bylaws of the Company; and (j) the Business has not suffered any damage, except trade accounts payable and other current expenses and taxes incurred and accrued on Seller's books and arising in the ordinary course of business, none of which obligations are in default destruction or arrears of payment; loss (nwhether or not covered by insurance) any dividend or mandatory redemptions on Seller's capital stock and no money or other property set apart for payment or for making any other distributions to or for the account of any shareholder tangible assets or properties in excess of Seller; (o) any acquisition or contract to acquire in any manner, directly or indirectly, any of the outstanding capital stock of Seller or any other corporation; (p) any payment of or any obligation to pay any amounts either in cash or other property to any person for cancellation of any outstanding options, warrants or agreements to acquire shares of Seller's capital stock; (q) change in the capital structure or Certificate of Incorporation or Bylaws of Seller; (r) any material change in the accounting methods or practices followed by Seller in connection with the Business and operations of Seller; and (s) any written notice of any violation or any written notice of a threatened violation of applicable law as to the Business or operations of Seller; provided, however, that Seller shall not be deemed to have breached this representation unless the failure to disclose the information requested hereunder gives rise to a Material Adverse Effect$500,000.

Absence of Change. Except as disclosed set forth in Section 2.5 5.2 of the Seller and Shareholder Corindus Disclosure LetterSchedules, since December March 31, 20062014, there Corindus has not been: (a) any Material Adverse Effect; (b) any material damage, natural or otherwise, to any of the Purchased Assets being purchased hereunder; (c) any confiscation of any of the Purchased Assets by any government or any agency thereof; (d) any lockout, strike, labor trouble, state of emergency, war, act of God or other event which affected or will affect the Business or Purchased Assets; (e) any material sales of goods or services or other transactions of Seller, other than those occurring been operated in the ordinary course of business; , and except as contemplated by the Acquisition Agreement, there has not been: (fi) any material change obligation or liability (whether absolute, accrued, contingent, determined or undetermined or otherwise, and whether due or to become due) incurred, other than current obligations and liabilities incurred in the manner ordinary course of conducting the Business and operations of Seller; business; (gii) any material change payment, discharge or satisfaction of any claim, except in the manner in which Seller pays its accounts payable and no ordinary course of business; (iii) any declaration, setting aside or payment of any accounts payabledividend or other distribution with respect to Corindus' equity interests or any direct or indirect redemption, nor purchase or other acquisition of any failure to pay such equity interests, or any split, subdivision or reclassification of such equity interests; (iv) any sale, assignment, pledge, encumbrance, transfer or other disposition of any asset (real or personal, tangible or intangible), except in the ordinary course of business; (v) any write-down of the value of any asset, or any write-off as uncollectible of any accounts payableor notes receivable or any portion thereof; (vi) any cancellation of any debts or claims or any amendment, termination or waiver of any rights of value; (vii) any capital expenditure or commitment or addition to property, plant or equipment, in each case in excess of $20,000; (viii) any general increase in the compensation of its employees (including any increase pursuant to any bonus, pension, profit-sharing or other benefit or compensation plan, policy or arrangement or commitment) other than in the ordinary course of Business; business; (hix) any financial damage, destruction or other commitments loss (whether or obligations incurred not covered by Seller, except such as may be incidental to carrying on the ordinary course of Business; (iinsurance) affecting any borrowing by Seller of any funds and no endorsing asset or guaranteeing payment by Seller of any loan property having a book value or obligation, contractual or otherwise, of any other individual, firm, corporation or other entity, and except as set forth in the Financial Statements, there are no such borrowings, endorsements or guarantees by Seller presently outstanding; (j) any material loans or advances by Seller to any individual, firm, corporation or other entity at any time; (k) any capital additions or improvements market value in excess of FIFTY THOUSAND DOLLARS ($50,000) in the aggregate to the properties of Seller, and no contracts or purchase orders therefore; ; (lx) any salecommencement of any litigation, retirement, abandonment arbitration or other disposition of any of the Purchased Assets or other property of Seller, except the disposition or replacement of minor equipment in the ordinary course of business with an individual fair market value of less than TEN THOUSAND DOLLARS similar proceeding; ($10,000); (mxi) any outstanding obligation by Seller either incurrence of new or additional indebtedness for money borrowed or otherwise, other than as set forth in the Financial Statements, except trade accounts payable and other current expenses and taxes incurred and accrued on Seller's books and arising in the ordinary course of business, none of which obligations are in default or arrears of payment; money; (nxii) any dividend or mandatory redemptions on Seller's capital stock and no money or other property set apart for payment or for making any other distributions amendment to or for the account of any shareholder of Seller; (o) any acquisition or contract to acquire in any manner, directly or indirectly, any of the outstanding capital stock of Seller or any other corporation; (p) any payment of or any obligation to pay any amounts either in cash or other property to any person for cancellation of any outstanding options, warrants or agreements to acquire shares of Seller's capital stock; (q) change in the capital structure or Certificate of Incorporation or Bylaws of Seller; (r) any material change in the accounting methods or practices followed by Seller in connection with the Business and operations of Seller; and (s) any written notice of any violation or any written notice of a threatened violation of applicable law as to the Business or operations of Seller; provided, however, that Seller shall not be deemed to have breached this representation unless the failure to disclose the information requested hereunder gives rise to a Material Adverse Effect.constitutive documents;

Absence of Change. Except Since the Most Recent Balance Sheet Date, there has not been any change in the Election Business which has had or could reasonably be expected to have a Material Adverse Effect on the Election Business. Without limiting the generality of the foregoing sentence, since the Most Recent Balance Sheet Date, except as disclosed in Section 2.5 of the Seller and Shareholder Disclosure Letter, since December 31, 2006Schedule 3.7 hereto, there has not been: : (a) any Material Adverse Effect; (b) any material damageAny sale, natural lease, transfer or otherwise, to any of assignment by the Purchased Assets being purchased hereunder; (c) any confiscation Election Business of any of the Purchased Assets by any government its material assets, tangible or any agency thereof; (d) any lockout, strike, labor trouble, state of emergency, war, act of God or other event which affected or will affect the Business or Purchased Assets; (e) any material sales of goods or services or other transactions of Sellerintangible, other than those occurring in the ordinary course of business; (f) any material change in the manner of conducting the Business and operations of Seller; (g) any material change in the manner in which Seller pays its accounts payable and no payment of any accounts payable, nor any failure to pay any accounts payable, other than in the ordinary course of Business; (h) any financial or other commitments or obligations incurred by Seller, except such as may be incidental to carrying on the ordinary course of Business; (i) any borrowing by Seller of any funds and no endorsing or guaranteeing payment by Seller of any loan or obligation, contractual or otherwise, of any other individual, firm, corporation or other entity, and except as set forth in the Financial Statements, there are no such borrowings, endorsements or guarantees by Seller presently outstanding; (j) any material loans or advances by Seller to any individual, firm, corporation or other entity at any time; (k) any capital additions or improvements in excess of FIFTY THOUSAND DOLLARS ($50,000) in the aggregate to the properties of Seller, and no contracts or purchase orders therefore; (l) any sale, retirement, abandonment or other disposition of any of the Purchased Assets or other property of Seller, except the disposition or replacement of minor equipment for fair consideration in the ordinary course of business consistent with an individual fair market value past practice; (b) Any agreement, contract, lease or license (or series of less related agreements, contracts, leases and/or licenses) entered into by the Election Business involving more than TEN THOUSAND DOLLARS ($10,000); (m) any outstanding obligation by Seller either for money borrowed 100,000.00 or otherwise, other than as set forth in the Financial Statements, except trade accounts payable and other current expenses and taxes incurred and accrued on Seller's books and arising in $10,000.00 outside the ordinary course of businessbusiness consistent with past practice; (c) Any acceleration, none of which obligations are in default termination, modification or arrears of payment; cancellation by any Person (nincluding Seller) any dividend or mandatory redemptions on Seller's capital stock and no money or other property set apart for payment or for making any other distributions to or for the account of any shareholder agreement, contract, lease or license (or series of Seller; related agreements, contracts, leases and/or licenses) involving more than $100,000.00 to which the Election Business is a party or by which its is bound; (od) any acquisition Any material Lien, restriction or contract to acquire in any manner, directly or indirectly, condition imposed by Seller upon any of the outstanding capital stock assets of Seller the Election Business, tangible or any other corporationintangible; (pe) any payment Any capital expenditure (or series of related capital expenditures) made or any obligation to pay any amounts either in cash committed by the Election Business involving more than $100,000.00 or other property to any person for cancellation $10,000.00 outside the ordinary course of any outstanding options, warrants or agreements to acquire shares of Seller's capital stock; (q) change in the capital structure or Certificate of Incorporation or Bylaws of Seller; (r) any material change in the accounting methods or practices followed by Seller in connection business consistent with the Business and operations of Seller; and (s) any written notice of any violation or any written notice of a threatened violation of applicable law as to the Business or operations of Seller; provided, however, that Seller shall not be deemed to have breached this representation unless the failure to disclose the information requested hereunder gives rise to a Material Adverse Effect.past practice;

Absence of Change. Except (a) Since the Most Recent Balance Sheet Date, there has not been any change in the Election Business which has had or could reasonably be expected to have a Material Adverse Effect on the Election Business. Without limiting the generality of the foregoing sentence, since the Most Recent Balance Sheet Date except as disclosed in Section 2.5 of the Seller and Shareholder Disclosure Letter, since December 31, 2006Schedule 3.7 hereto, there has not been: : (ai) any Material Adverse Effect; (b) any material damageAny sale, natural lease, transfer or otherwise, to any of assignment by the Purchased Assets being purchased hereunder; (c) any confiscation Election Business of any of the Purchased Assets by any government its material assets, tangible or any agency thereof; (d) any lockout, strike, labor trouble, state of emergency, war, act of God or other event which affected or will affect the Business or Purchased Assets; (e) any material sales of goods or services or other transactions of Sellerintangible, other than those occurring in the ordinary course of business; (f) any material change in the manner of conducting the Business and operations of Seller; (g) any material change in the manner in which Seller pays its accounts payable and no payment of any accounts payable, nor any failure to pay any accounts payable, other than in the ordinary course of Business; (h) any financial or other commitments or obligations incurred by Seller, except such as may be incidental to carrying on the ordinary course of Business; (i) any borrowing by Seller of any funds and no endorsing or guaranteeing payment by Seller of any loan or obligation, contractual or otherwise, of any other individual, firm, corporation or other entity, and except as set forth in the Financial Statements, there are no such borrowings, endorsements or guarantees by Seller presently outstanding; (j) any material loans or advances by Seller to any individual, firm, corporation or other entity at any time; (k) any capital additions or improvements in excess of FIFTY THOUSAND DOLLARS ($50,000) in the aggregate to the properties of Seller, and no contracts or purchase orders therefore; (l) any sale, retirement, abandonment or other disposition of any of the Purchased Assets or other property of Seller, except the disposition or replacement of minor equipment for fair consideration in the ordinary course of business consistent with an individual fair market value past practice; (ii) Any agreement, contract, lease or license (or series of less related agreements, contracts, leases and/or licenses) entered into by the Election Business involving more than TEN THOUSAND DOLLARS $100,000.00 or $10,000.00 outside the ordinary course of business consistent with past practice; (iii) Any acceleration, termination, modification or cancellation by any Person (including Seller) of any agreement, contract, lease or license (or series of related agreements, contracts, leases and/or licenses) involving more than $10,000); 100,000.00 to which the Election Business is a party or by which its is bound; (miv) any outstanding obligation Any material Lien, restriction or condition imposed by Seller either upon any of the assets of the Election Business, tangible or intangible; (v) Any capital expenditure (or series of related capital expenditures) made or committed by the Election Business involving more than $100,000.00 or $10,000.00 outside the ordinary course of business consistent with past practice; (vi) Any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, (vii) Any note, bond or other debt security issued or any indebtedness for borrowed money borrowed or otherwisecapitalized lease obligation created, incurred, assumed or guaranteed by the Election Business involving more than $100,000.00 or $10,000.00 outside the ordinary course of business consistent with past practice; (viii) Any delay or postponement in the payment of accounts payable or other than Liabilities of the Election Business outside the ordinary course of business consistent with past practice; (ix) Any material disposition by the Election Business of or failure to keep in effect any rights in, to or for the use of any Intellectual Property; (x) Any charitable pledge or contribution or any other capital contribution by the Election Business outside of the ordinary course of business consistent with past practice; or (xi) Any other material occurrence, event, incident, action, failure to take action or transaction involving the Election Business outside of the ordinary course of business consistent with past practice. (b) Except as set forth on Schedule 3.7 hereto, since December 31, 1996, there has not been: (i) With the exception of contracts with [ ], any cancellation, compromise, waiver or release of any right or claim (or series of related rights and/or claims) by the Election Business involving more than $100,000.00 or $10,000.00 outside the ordinary course of business consistent with past practice other than rights or claims relating to Excluded Assets or Retained Liabilities; (ii) Any material damage, destruction or loss (whether or not covered by insurance) experienced by Seller with respect to any assets or property of the Election Business; (iii) Any loan or other transaction outside of the ordinary course of business between Seller and any of the Employees involving in excess of $10,000.00; (iv) Any employment contract or collective bargaining agreement, written or oral, entered into by Seller involving any Employee, or material modification of the terms of any such existing contract or agreement; (v) Any increase in the Financial Statements, base compensation or any payment of bonus compensation to any Employee except trade accounts payable and other current expenses and taxes incurred and accrued on Seller's books and arising in the ordinary course of businessbusiness consistent with past practice; (vi) Any adoption of, none material amendment or modification to or termination of which obligations are in default or arrears of payment; (n) any dividend or mandatory redemptions on Seller's capital stock and no money Employee Benefit Plan or other property set apart for payment plan, contract, commitment or for making any other distributions to or arrangement for the account benefit of any shareholder Employees; (vii) Any other change by Seller in the employment terms for any Employees outside of Sellerthe ordinary course of business consistent with past practice; (viii) Any material adverse change in pricing practices; or (oix) Identification of any acquisition or contract to acquire material defects in any manner, directly or indirectly, any of the outstanding capital stock Products the correction of Seller or any other corporation; (p) any payment which is reasonably likely to cost in excess of or any obligation to pay any amounts either in cash or other property to any person for cancellation of any outstanding options, warrants or agreements to acquire shares of Seller's capital stock; (q) change in the capital structure or Certificate of Incorporation or Bylaws of Seller; (r) any material change in the accounting methods or practices followed by Seller in connection with the Business and operations of Seller; and (s) any written notice of any violation or any written notice of a threatened violation of applicable law as to the Business or operations of Seller; provided, however, that Seller shall not be deemed to have breached this representation unless the failure to disclose the information requested hereunder gives rise to a Material Adverse Effect$100,000.