Common use of Absence of Material Adverse Change Clause in Contracts

Absence of Material Adverse Change. Since the Latest Balance Sheet Date, except as specifically contemplated by this Agreement or as set forth on Schedule 2.10, there has not been: (a) any material adverse change in the condition (financial or otherwise), results of operations, business, prospects, assets or Liabilities of the Company or with respect to the manner in which the Company conducts its business or operations; (b) any payment or transfer of assets (including without limitation any dividend, stock repurchase or other distribution and any repayment of indebtedness) to any stockholder; (c) any breach or default (or event that with notice or lapse of time would constitute a breach or default), termination or threatened termination under any agreement that is material to the Company; (d) any material theft, damage, destruction, casualty loss, condemnation or eminent domain proceeding affecting the Company's assets, whether or not covered by insurance; (e) any sale, assignment or transfer of any of the assets of the Company, except in the ordinary course of business and consistent with past practices; (f) any waiver by the Company of any material rights related to the Company's business, operations or assets; (g) issued any stock, bonds or other corporate securities; (h) borrowed or refinanced any amount or incurred any material Liabilities, other than revolving credit facility borrowings and trade payables incurred in the ordinary course of business consistent with past practices; (i) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, other than liens for current real property taxes not yet due and payable; (j) sold, assigned or transferred any intellectual property rights or other intangible assets; (k) made any material increase in the compensation (including, without limitation, the rate of commissions) payable to, or any payment of a material cash bonus to any director, officer, employee of, or consultant or agent to, the Company or any of its subsidiaries or any other material change in the terms or conditions of any employment relationship; (l) announced any plan or legally binding commitment to create any employee benefit plan, program or arrangement; (m) eliminated the vesting conditions or otherwise accelerated the payment of any compensation, including any stock options; (n) any other transaction, agreement or commitment entered into by the Company affecting the Company's business, operations or assets, except in the ordinary course of business and consistent with past practices; or (o) except in connection with this Agreement and the transactions contemplated hereby, entered into any agreement, letter of intent or similar undertaking to take any of the actions listed in clauses (a) through (o) above.

Absence of Material Adverse Change. Since the Latest Balance Sheet Date, except as specifically contemplated by this Agreement or as set forth on Schedule 2.102.13, there has not been: been (a) any material adverse change in the condition (financial or otherwise), results of operations, business, prospectsassets, assets or Liabilities of the Company Companies or with respect to the manner in which the Company conducts its Companies conduct their business or operationsoperations that could reasonably be expected to result in a Company Material Adverse Effect; (b) any declaration, setting aside, or payment of any dividends or distributions in respect of any securities of the Companies or any redemption, purchase, or other acquisition by the Companies of any of their securities; (c) any payment or transfer of assets (including without limitation any dividend, stock repurchase distribution or other distribution and any repayment of indebtedness) to or for the benefit of any stockholdersecurity holder of the Companies other than compensation and expense reimbursement to employees in the Ordinary Course of Business; (cd) any revaluation by the Companies of any of their assets, including, without limitation, the writing down or off of notes or accounts receivable, other than in the Ordinary Course of Business; (e) any entry by any Company into any commitment or transaction material to any Company including, without limitation, incurring or agreeing to incur capital expenditures in excess of $25,000, individually or in the aggregate; (f) any increase in Debt; (g) any breach or default (or event that with notice or lapse of time would could constitute a breach or default), termination termination, or threatened termination under any agreement that is material Material Agreement by any Company, or, to Sellers' Knowledge, by any third party; (h) any change by the Companies in their accounting methods, principles, or practices; (i) except for the Performance Bonus, any increase in the benefits under, or the establishment or amendment of, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, or other employee benefit plan, or any increase in the compensation payable or to become payable to members of the Board of Directors ("Board Members"), officers, employees or consultants of any Company; (dj) the termination of employment (whether voluntary or involuntary) of any employee of any Company at the officer or director level or the termination of employment (whether voluntary of involuntary) of employees of any Company materially in excess of historical attrition in personnel; (k) any material theft, condemnation, or eminent domain proceeding or any material damage, destruction, or casualty loss, condemnation or eminent domain proceeding affecting the Company's assets, whether or loss occurring at any Company that was in excess of $50,000 and was not adequately covered by insurance; (el) any sale, assignment assignment, or transfer of any of the assets of the CompanyMaterial Asset, except sales in the ordinary course Ordinary Course of business and consistent with past practicesBusiness; (fm) any waiver by the any Company or any Stockholder of any material rights related to the any Company's business, operations operations, or assets; (g) issued any stock, bonds or other corporate securities; (h) borrowed or refinanced any amount or incurred any material Liabilities, other than revolving credit facility borrowings and trade payables incurred in the ordinary course of business consistent with past practices; (i) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, other than liens for current real property taxes not yet due and payable; (j) sold, assigned or transferred any intellectual property rights or other intangible assets; (k) made any material increase in the compensation (including, without limitation, the rate of commissions) payable to, or any payment of a material cash bonus to any director, officer, employee of, or consultant or agent to, the Company or any of its subsidiaries or any other material change in the terms or conditions of any employment relationship; (l) announced any plan or legally binding commitment to create any employee benefit plan, program or arrangement; (m) eliminated the vesting conditions or otherwise accelerated the payment of any compensation, including any stock options; (n) any other transaction, agreement or commitment entered into by the Company or affecting the Company's Companies' business, operations operations, or assets, except in the ordinary course Ordinary Course of business and consistent with past practicesBusiness; or (o) except any agreement or understanding to do or resulting in connection with this Agreement and the transactions contemplated hereby, entered into any agreement, letter of intent or similar undertaking to take any of the actions listed in clauses (a) through (o) aboveforegoing.

Absence of Material Adverse Change. Since Except as disclosed in Item 4.7 of the Latest Balance Sheet Date, except as specifically contemplated Company Letter or in the documents filed by the Company with the SEC and publicly available prior to the date of this Agreement or as set forth on Schedule 2.10(the "Company Filed SEC Documents"), since December 31, 2000 the Company and its Subsidiaries have conducted their respective businesses in all material respects only in the ordinary course consistent with past practice and there has not been: been (ai) any material adverse Material Adverse Change with respect to the Company, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its capital stock or any redemption, purchase or other acquisition of any of its capital stock, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) any change in accounting methods, principles or practices by the condition Company, except insofar as may have been required by a change in GAAP, (financial v) except in the ordinary course of business or otherwise)as required under plans or agreements in effect prior to January 1, results 2001, (A) any granting by the Company or any of operationsits Subsidiaries to any current or former director, business, prospects, assets officer or Liabilities employee of the Company or with respect to the manner any of its Subsidiaries of any increase in which compensation, (B) any granting by the Company conducts or any of its business Subsidiaries to any such director, officer or operationsemployee of any increase in severance or termination pay (including the acceleration in the exercisability of options to purchase, the re-pricing of options to purchase, or in the vesting of, Company Common Stock (or other property)), in excess of 10% of the potential amount payable under plans in effect as of December 31, 2000, or (C) any entry by the Company or any of its Subsidiaries into any material employment, deferred compensation, severance or termination agreement with any such current or former director, officer, or employee; (bvi) any payment or transfer of assets (including without limitation any dividend, stock repurchase or other distribution and any repayment of indebtedness) to any stockholder; (c) any breach or default (or event that with notice or lapse of time would constitute a breach or default), termination or threatened termination under any agreement that is material to the Company; (d) any material theft, damage, destruction, casualty destruction or loss, condemnation or eminent domain proceeding affecting the Company's assets, whether or not covered by insurance; (e) any sale, assignment that has had or transfer of any of the assets of could reasonably be expected to have a Material Adverse Effect on the Company, except in the ordinary course of business and consistent with past practices; (fvii) any waiver amendment of any material term of any outstanding security of the Company or any of its Subsidiaries, (viii) any incurrence, assumption or guarantee by the Company or any of its Subsidiaries of any material rights related to the Company's business, operations or assets; (g) issued any stock, bonds or other corporate securities; (h) indebtedness for borrowed or refinanced any amount or incurred any material Liabilities, money other than revolving credit facility borrowings and trade payables incurred in the ordinary course of business consistent with past practices; (i) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, other than liens for current real property taxes not yet due and payable; (j) sold, assigned or transferred any intellectual property rights or other intangible assets; (k) made any material increase practice in the compensation amount of more than $10 million in the aggregate through the date of this Agreement, (including, without limitation, the rate of commissionsix) payable to, any creation or any payment of a material cash bonus to any director, officer, employee of, or consultant or agent to, assumption by the Company or any of its subsidiaries or any other material change in the terms or conditions Subsidiaries of any employment relationship; (l) announced material Lien on any plan or legally binding commitment to create any employee benefit plan, program or arrangement; (m) eliminated the vesting conditions or otherwise accelerated the payment of any compensation, including any stock options; (n) any asset other transaction, agreement or commitment entered into by the Company affecting the Company's business, operations or assets, except than in the ordinary course of business and consistent with past practices; practice, (x) any making of any loan, advance or capital contributions to or investment in any Person other than (A) loans, advances or capital contributions to or investments in wholly-owned Subsidiaries or entities that became wholly-owned Subsidiaries made in the ordinary course of business consistent with past practice, (B) loans or advances made to employees in the ordinary course of business consistent with past practice and (C) investments made in the ordinary course of business consistent with past practice, (xi) any material labor strike or dispute, other than routine individual grievances, or any material activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any of its Subsidiaries, which employees were not subject to a collective bargaining agreement at December 31, 2000, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees, or (oxii) except in connection with this Agreement and any agreement by the transactions contemplated hereby, entered into any agreement, letter of intent Company or similar undertaking to take any of the actions listed its Subsidiaries to perform any action described in clauses (ai) through (oxi) above.

Absence of Material Adverse Change. Since December 31, 2003 and through the Latest Balance Sheet Datedate hereof the Company and its Subsidiaries have conducted their respective businesses in all material respects only in the ordinary course, except as specifically contemplated by this Agreement or as set forth on Schedule 2.10, and there has not been: been (i) any Material Adverse Change with respect to the Company, (ii) any declaration, setting aside or payment of any dividend or other distributions with respect to its or any of its Subsidiaries’ Capital Stock (other than (a) any material adverse change regular quarterly cash dividends paid by the Company on Company Common Stock not in excess of $0.55 per share per quarter with usual record and payment dates and consistent with the condition Company’s past dividend policy, (financial b) dividends and distributions by a direct or otherwise), results of operations, business, prospects, assets or Liabilities indirect Subsidiary of the Company to its parent or another Subsidiary of the Company, and (c) regular cash dividends and distributions paid by the Subsidiaries of the Company on their preferred stock in accordance with their respective terms), (iii) any split, combination or reclassification of any of its or any of its Subsidiaries’ Capital Stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its or any of its Subsidiaries’ Capital Stock, (iv) any change in accounting methods, principles or practices by the Company or any of its Subsidiaries, (v) any Tax Return relating to Company Material Taxes prepared or filed materially inconsistent with past practice, or with respect to the manner any such Tax Return any position taken, election made or method adopted that is materially inconsistent with positions taken, elections made or methods used in which the Company conducts its business preparing or operations; filing similar Tax Returns, (bvi) any payment or transfer of assets settlement entered into involving any material claim for Company Material Taxes, (including without limitation any dividend, stock repurchase or other distribution and any repayment of indebtedness) to any stockholder; (c) any breach or default (or event that with notice or lapse of time would constitute a breach or default), termination or threatened termination under any agreement that is material to the Company; (dvii) any material theft, damage, destructiondestruction or other casualty loss with respect to any material asset or property owned, casualty loss, condemnation leased or eminent domain proceeding affecting otherwise used by the Company's assetsCompany or any of its Subsidiaries, whether or not covered by insurance; insurance or (eviii) any sale, assignment or transfer of any of the assets of the Company, except in the ordinary course of business and consistent with past practices; (f) any waiver by the Company of any material rights related to the Company's business, operations or assets; (g) issued any stock, bonds or other corporate securities; (h) borrowed or refinanced any amount or incurred any material Liabilities, other than revolving credit facility borrowings and trade payables incurred in the ordinary course of business consistent with past practices; (i) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, other than liens for current real property taxes not yet due and payable; (j) sold, assigned or transferred any intellectual property rights or other intangible assets; (k) made any material increase in the compensation (including, without limitation, the rate of commissions) payable to, or any payment of a material cash bonus to any director, officer, employee of, or consultant or agent to, that could become payable by the Company or any of its subsidiaries Subsidiaries to officers or key employees or any other material change in the terms or conditions amendment of any employment relationship; (l) announced any plan or legally binding commitment to create any employee benefit plan, program or arrangement; (m) eliminated of the vesting conditions or otherwise accelerated the payment Benefit Plans of any compensation, including any stock options; (n) any other transaction, agreement or commitment entered into by the Company affecting the Company's business, operations or assets, except any of its Subsidiaries other than increases or amendments in the ordinary course of business and consistent with past practices; or (o) except in connection with this Agreement and the transactions contemplated hereby, entered into any agreement, letter of intent or similar undertaking to take any of the actions listed in clauses (a) through (o) abovecourse.

Absence of Material Adverse Change. Since Except as disclosed in items 3.7 or 3.12(a) of the Latest Balance Sheet Date, except as specifically contemplated by Company Letter or in the Company SEC Documents filed and publicly available prior to the date of this Agreement or as set forth on Schedule 2.10(the "Company Filed SEC Documents"), since December 31, 1996, the Company and its Subsidiaries have conducted their respective businesses in all material respects only in the ordinary course consistent with past practice, and there has not been: been (ai) any material adverse change Material Adverse Change (as defined in the condition (financial or otherwiseSection 9.3), results or any event that would reasonably be expected to result in or give rise to a Material Adverse Change, in either case with respect to the Company, (ii) any declaration, setting aside or payment of operationsany dividend or other distribution with respect to its capital stock or any redemption, businesspurchase or other acquisition of any of its capital stock, prospects(iii) any split, assets combination or Liabilities reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (x) any granting by the Company or any of its Subsidiaries to any officer of the Company or with respect to the manner in which the Company conducts any of its business or operations; (b) any payment or transfer of assets (including without limitation any dividend, stock repurchase or other distribution and any repayment of indebtedness) to any stockholder; (c) any breach or default (or event that with notice or lapse of time would constitute a breach or default), termination or threatened termination under any agreement that is material to the Company; (d) any material theft, damage, destruction, casualty loss, condemnation or eminent domain proceeding affecting the Company's assets, whether or not covered by insurance; (e) any sale, assignment or transfer Subsidiaries of any of the assets of the Companyincrease in compensation, except in the ordinary course of business and (including in connection with promotions) consistent with past practices; practice or as was required under employment agreements in effect as of December 31, 1996, (fy) any waiver by the Company of any material rights related change to the Company's businessor any of its Subsidiaries' severance or termination plans, operations agreements or assets; arrangements with any of their employees, except as part of a standard employment package to any person promoted or hired (gbut not including the five most senior officers), or as was required under employment, severance or termination agreements in effect as of December 31, 1996, or (z) issued any stock, bonds or other corporate securities; (h) borrowed or refinanced any amount or incurred any material Liabilities, other than revolving credit facility borrowings and trade payables incurred except for employment agreements in the ordinary course of business consistent with past practices; (i) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, practice with employees other than liens for current real property taxes not yet due and payable; (j) soldany executive officer of the Company, assigned or transferred any intellectual property rights or other intangible assets; (k) made any material increase in the compensation (including, without limitation, the rate of commissions) payable to, or any payment of a material cash bonus to any director, officer, employee of, or consultant or agent to, entry by the Company or any of its subsidiaries Subsidiaries into any employment, consulting, severance, termination or indemnification agreement with any other such employee or executive officer, (v) any damage, destruction or loss, whether or not covered by insurance, that would reasonably be expected to have a Material Adverse Effect on the Company, (vi) any revaluation by the Company of any of its material assets, (vii) any material change in accounting methods, principles or practices by the terms Company or conditions of any employment relationship; (l) announced any plan or legally binding commitment to create any employee benefit plan, program or arrangement; (m) eliminated the vesting conditions or otherwise accelerated the payment of any compensation, including any stock options; (nviii) any other transactionaction that occurred prior to the date hereof that, agreement or commitment entered into if it occurred after the date of this Agreement and prior to the Closing Date, would be prohibited by the Company affecting paragraphs (a), (b) (only with respect to the Company's businessSubsidiaries), operations or assets(c), except in the ordinary course of business and consistent with past practices; (f), (g) or (op) except in connection with of Section 5.1 of this Agreement and the transactions contemplated hereby, entered into any agreement, letter of intent or similar undertaking to take any of the actions listed in clauses (a) through (o) aboveAgreement.

Absence of Material Adverse Change. Since Except as disclosed in ---------------------------------- Item 4.7 of the Latest Balance Sheet Date, except as specifically contemplated Company Letter or in the documents filed by the Company with the -------- SEC and publicly available prior to the date of this Agreement or as set forth on Schedule 2.10(the "Company ------- Filed SEC Documents"), since December 31, 2000 the Company and its Subsidiaries ------------------- have conducted their respective businesses in all material respects only in the ordinary course consistent with past practice and there has not been: been (ai) any material adverse Material Adverse Change with respect to the Company, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its capital stock or any redemption, purchase or other acquisition of any of its capital stock, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) any change in accounting methods, principles or practices by the condition Company, except insofar as may have been required by a change in GAAP, (financial v) except in the ordinary course of business or otherwise)as required under plans or agreements in effect prior to January 1, results 2001, (A) any granting by the Company or any of operationsits Subsidiaries to any current or former director, business, prospects, assets officer or Liabilities employee of the Company or with respect to the manner any of its Subsidiaries of any increase in which compensation, (B) any granting by the Company conducts or any of its business Subsidiaries to any such director, officer or operationsemployee of any increase in severance or termination pay (including the acceleration in the exercisability of options to purchase, the re-pricing of options to purchase, or in the vesting of, Company Common Stock (or other property)), in excess of 10% of the potential amount payable under plans in effect as of December 31, 2000, or (C) any entry by the Company or any of its Subsidiaries into any material employment, deferred compensation, severance or termination agreement with any such current or former director, officer, or employee; (bvi) any payment or transfer of assets (including without limitation any dividend, stock repurchase or other distribution and any repayment of indebtedness) to any stockholder; (c) any breach or default (or event that with notice or lapse of time would constitute a breach or default), termination or threatened termination under any agreement that is material to the Company; (d) any material theft, damage, destruction, casualty destruction or loss, condemnation or eminent domain proceeding affecting the Company's assets, whether or not covered by insurance; (e) any sale, assignment that has had or transfer of any of the assets of could reasonably be expected to have a Material Adverse Effect on the Company, except in the ordinary course of business and consistent with past practices; (fvii) any waiver amendment of any material term of any outstanding security of the Company or any of its Subsidiaries, (viii) any incurrence, assumption or guarantee by the Company or any of its Subsidiaries of any material rights related to the Company's business, operations or assets; (g) issued any stock, bonds or other corporate securities; (h) indebtedness for borrowed or refinanced any amount or incurred any material Liabilities, money other than revolving credit facility borrowings and trade payables incurred in the ordinary course of business consistent with past practices; (i) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, other than liens for current real property taxes not yet due and payable; (j) sold, assigned or transferred any intellectual property rights or other intangible assets; (k) made any material increase practice in the compensation amount of more than $10 million in the aggregate through the date of this Agreement, (including, without limitation, the rate of commissionsix) payable to, any creation or any payment of a material cash bonus to any director, officer, employee of, or consultant or agent to, assumption by the Company or any of its subsidiaries or any other material change in the terms or conditions Subsidiaries of any employment relationship; (l) announced material Lien on any plan or legally binding commitment to create any employee benefit plan, program or arrangement; (m) eliminated the vesting conditions or otherwise accelerated the payment of any compensation, including any stock options; (n) any asset other transaction, agreement or commitment entered into by the Company affecting the Company's business, operations or assets, except than in the ordinary course of business and consistent with past practices; practice, (x) any making of any loan, advance or capital contributions to or investment in any Person other than (A) loans, advances or capital contributions to or investments in wholly-owned Subsidiaries or entities that became wholly-owned Subsidiaries made in the ordinary course of business consistent with past practice, (B) loans or advances made to employees in the ordinary course of business consistent with past practice and (C) investments made in the ordinary course of business consistent with past practice, (xi) any material labor strike or dispute, other than routine individual grievances, or any material activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any of its Subsidiaries, which employees were not subject to a collective bargaining agreement at December 31, 2000, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees, or (oxii) except in connection with this Agreement and any agreement by the transactions contemplated hereby, entered into any agreement, letter of intent Company or similar undertaking to take any of the actions listed its Subsidiaries to perform any action described in clauses (ai) through (oxi) above.

Absence of Material Adverse Change. (a) Since the Latest Balance Sheet DateDecember 31, 2006, except as specifically contemplated by this Agreement or as set forth on Schedule 2.103.12, there has not been: been (ai) any material adverse change Material Adverse Effect or any change, event or other condition that could reasonably be expected to result in the condition a Material Adverse Effect; (financial ii) any declaration, setting aside, or otherwise), results payment of operations, business, prospects, assets any dividends or Liabilities distributions in respect of any securities of the Company Companies or with respect to any redemption, purchase, or other acquisition by the manner in which the Company conducts its business or operationsCompanies of any of their securities; (biii) any payment or transfer of assets (including without limitation any dividend, stock repurchase distribution or other distribution and any repayment of indebtedness) to or for the benefit of any stockholdersecurity holder of the Companies; (civ) any revaluation by the Companies of any of their assets, including, without limitation, the writing down or off of notes or accounts receivable, other than in the Ordinary Course of Business; (v) any breach or default (or event that with notice or lapse of time would could constitute a breach or default), or any termination or threatened threat to terminate prior to a scheduled termination date, under any agreement that is material Material Agreement by the Companies, or, to the CompanyCompanies’ Knowledge, by any third party; (dvi) any change by the Companies in their accounting methods, principles, or practices; (vii) any increase in the benefits under, or the establishment or amendment of, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, or other employee benefit plan, or any increase in the compensation payable or to become payable to directors, officers, employees, or consultants of the Companies, other than compensation increases and bonus payments made in the Ordinary Course of Business; (viii) any material theft, condemnation, or eminent domain proceeding or any material damage, destruction, or casualty loss, condemnation or eminent domain proceeding loss affecting any Material Asset used in the Company's assets, whether or business of the Companies not adequately covered by insurance; (eix) any sale, assignment assignment, or transfer of any of the assets of the CompanyMaterial Asset, except sales of goods or services in the ordinary course Ordinary Course of business and consistent with past practicesBusiness; (fx) any waiver by the Company Companies or any Stockholder of any material rights related to the Company's Companies’ business, operations operations, or assets; (g) issued any stock, bonds or other corporate securities; (h) borrowed or refinanced any amount or incurred any material Liabilities, other than revolving credit facility borrowings and trade payables incurred waivers made in the ordinary course Ordinary Course of business consistent Business of rights under contracts with past practices; (i) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, other than liens for current real property taxes not yet due and payable; (j) sold, assigned or transferred any intellectual property rights or other intangible assets; (k) made any material increase in the compensation (including, without limitation, the rate of commissions) payable to, or any payment of a material cash bonus to any director, officer, employee of, or consultant or agent to, the Company or any of its subsidiaries or any other material change in the terms or conditions of any employment relationship; (l) announced any plan or legally binding commitment to create any employee benefit plan, program or arrangement; (m) eliminated the vesting conditions or otherwise accelerated the payment of any compensation, including any stock options; (n) any other transaction, agreement or commitment entered into by the Company affecting the Company's business, operations or assets, except in the ordinary course of business and consistent with past practicescustomers; or (oxi) except any agreement or understanding to do or resulting in connection with this Agreement and the transactions contemplated hereby, entered into any agreement, letter of intent or similar undertaking to take any of the actions listed in clauses (a) through (o) aboveforegoing.

Absence of Material Adverse Change. Since the Latest Balance Sheet Date, except as specifically expressly contemplated by this Agreement or as set forth on Schedule 2.103.13, there has not been: been (a) any material adverse change change, event or other condition that could reasonably be expected to result in the condition a Material Adverse Effect; (financial b) any declaration, setting aside, or otherwise), results payment of operations, business, prospects, assets any dividends or Liabilities distributions in respect of any securities of the Company (other than cash dividends or with respect distributions that will have been paid to the manner in which Stockholders, on a pro rata basis, prior to Closing and will be given effect to on the Estimated Balance Sheet) or any redemption, purchase, or other acquisition by the Company conducts of any of its business or operationssecurities; (bc) any payment or transfer of assets (including without limitation any dividend, stock repurchase distribution or other distribution and any repayment of indebtedness) to or for the benefit of any stockholdersecurity holder of the Company (other than cash dividends or distributions that will have been paid to the Stockholders, pro rata, in proportion to their respective shares in the Company prior to the Closing and will be given effect to on the Estimated Balance Sheet); (cd) any revaluation by the Company of any of its assets, including, without limitation, the writing [*] Indicates confidential text omitted and filed separately with the Securities and Exchange Commission. EXECUTION COPY down or off of notes or accounts receivable, other than in the Ordinary Course of Business; (e) any entry by the Company into any commitment or transaction material to the Company, including, without limitation, incurring or agreeing to incur capital expenditures in excess of $25,000, individually or in the aggregate; (f) any increase in indebtedness for borrowed money other than working capital borrowing in the Ordinary Course of Business; (g) any breach or default (or event that with notice or lapse of time would could constitute a breach or default), termination termination, or threatened termination under any agreement that is material Material Agreement, Government Contract or Government Subcontract by the Company, or, to the CompanySellers’ Knowledge, by any third party; (dh) any change by the Company in its accounting methods, principles, or practices; (i) any increase in the benefits under, or the establishment or amendment of, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, or other employee benefit plan, or any increase in the compensation payable or to become payable to directors, officers, employees, or consultants of the Company other than bonuses and salary increases to employees other than the Stockholders in the Ordinary Course of Business; (j) the termination of employment (whether voluntary or involuntary) of any officer or Key Employee of the Company or the termination of employment (whether voluntary or involuntary) of employees of the Company materially in excess of historical attrition in personnel; (k) any material theft, condemnation, or eminent domain proceeding or any material damage, destruction, or casualty loss, condemnation or eminent domain proceeding loss affecting any asset used in the Company's assets, whether or business of the Company not adequately covered by insurance; (el) any sale, assignment assignment, or transfer of any Material Asset or any provision of the assets of the Company, except services that are not provided in the ordinary course Ordinary Course of business and consistent with past practicesBusiness; (fm) any waiver by the Company or the Stockholders of any material rights related to the Company's ’s business, operations operations, or assets; (g) issued any stock, bonds or other corporate securities; (h) borrowed or refinanced any amount or incurred any material Liabilities, other than revolving credit facility borrowings and trade payables incurred in the ordinary course of business consistent with past practices; (i) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, other than liens for current real property taxes not yet due and payable; (j) sold, assigned or transferred any intellectual property rights or other intangible assets; (k) made any material increase in the compensation (including, without limitation, the rate of commissions) payable to, or any payment of a material cash bonus to any director, officer, employee of, or consultant or agent to, the Company or any of its subsidiaries or any other material change in the terms or conditions of any employment relationship; (l) announced any plan or legally binding commitment to create any employee benefit plan, program or arrangement; (m) eliminated the vesting conditions or otherwise accelerated the payment of any compensation, including any stock options; (n) any other transaction, agreement or commitment entered into by the Company or affecting the Company's ’s business, operations operations, or assets, except in the ordinary course Ordinary Course of business and consistent with past practicesBusiness; or (o) except any agreement or understanding to do or resulting in connection with this Agreement and the transactions contemplated hereby, entered into any agreement, letter of intent or similar undertaking to take any of the actions listed in clauses (a) through (o) aboveforegoing.