Common use of Absence of Material Adverse Changes Clause in Contracts

Absence of Material Adverse Changes. Except as set forth in Schedule 2.8, since the Latest Balance Sheet Date, Seller has operated the Business in the ordinary course of business, consistent with past practices, and except as set forth in Schedule 2.8, there has not been: (a) any material adverse change in the condition (financial or otherwise), results of operations, business, Assets or Liabilities of the Business or with respect to the manner in which Seller conducts the Business; (b) any revaluation of any of the Assets; (c) any entry by Seller into any commitment or transaction material to the Business other than this Agreement; (d) 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 Business Contract (as defined in Section 2.15(a); (e) any change by Seller in its accounting methods, principles or practices relating in any way to the Business; (f) 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, managers, officers or employees of Seller employed in the Business, except for annual merit increases in salaries or wages in the ordinary course of business and consistent with past practice; (g) the termination of employment (whether voluntary or involuntary) of any officer or key employee of Seller employed in the Business or the termination of employment (whether voluntary or involuntary) of employees of Seller employed in the Business in excess of historical attrition in personnel; (h) any theft, condemnation or eminent domain proceeding or any damage, destruction or casualty loss affecting any asset used in the Business, whether or not covered by insurance; (i) any sale, assignment or transfer (including within Seller’s organization) of any asset used in the Business, except sales of inventory in the ordinary course of business and consistent with past practice; (j) any waiver by Seller of any material rights related to the Business or the Assets; (k) any declaration, accrual, setting aside or payment of any dividend or other distribution in respect of any shares of Seller’s capital stock, or repurchase, redemption or other reacquisition of any shares of Seller’s capital stock or other securities; (l) any other transaction, agreement or commitment entered into or affecting the Business or the Assets, except in the ordinary course of business and consistent with past practice; or (m) any agreement or understanding to do or resulting in any of the foregoing.

Absence of Material Adverse Changes. Except as set forth described in Schedule 2.8the NMM Reports, since the Latest Balance Sheet DateOctober 31, Seller 1997 NMM has operated the Business not; (a) undergone any change in its financial condition, business or operations, other than changes in the ordinary course of business, consistent with past practices, and except as set forth in Schedule 2.8, there has business which have not been: (a) , either in any material adverse change case or in the condition aggregate, materially adverse to NMM taken as a whole; (financial b) experienced any damage, destruction or otherwise)loss, results of operationswhether covered by insurance or not, businessmaterially and adversely affecting its prospects, Assets properties or Liabilities of the Business businesses. (c) declared, set aside or paid any dividend (whether in cash, stock or property) with respect to the manner in which Seller conducts the Business; (b) any revaluation capital stock of any of the Assets; (c) any entry by Seller into any commitment or transaction material to the Business other than this Agreement; NMM; (d) any breach entered into, or default materially amended, a material employment agreement or severance agreement or effected (other than normal increases in the ordinary course of its business that are consistent with past practices and that, in the aggregate, have not resulted in a material increase in benefits or event that with notice or lapse of time would constitute a breach or default), termination or threatened termination under any Business Contract (as defined in Section 2.15(a); (ecompensation expense) any change by Seller in its accounting methods, principles or practices relating in any way to the Business; (f) 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 material increase in the compensation payable or to become payable to its directors, managers, officers or employees of Seller employed or any material increase in the Businessany bonus, except insurance, pension or other employee benefit plan, payment or arrangement made to, for annual merit increases in salaries or wages with any such officers or key employees; (e) entered into any material transaction other than in the ordinary course of business and consistent with past practice; business; (f) waived any valuable right or any material debt owed to it; (g) changed or amended any material contract or arrangement by which it or any of its assets or properties is bound or subject; Each NMM Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, including, but not limited to, the termination Code (if applicable) and ERISA (if applicable). Neither NMM, the NMM Employee Plans nor any of employment their respective current or former directors, officers, employees or agents have, with respect to any NMM Employee Plan, engaged directly or indirectly in any non-exempt "prohibited transaction," as such term is defined in Section 4975 of the Code or Section 406 or ERISA. NMM neither provides nor has represented, promised or contracted (whether voluntary in oral or involuntarywritten form) of to any officer employee or key former employee of Seller employed in the Business (either individually or the termination of employment (whether voluntary to employees or involuntaryformer employees as a group) of that such employee(s) or former employees of Seller employed in the Business in excess of historical attrition in personnel; (h) any theft, condemnation or eminent domain proceeding or any damage, destruction or casualty loss affecting any asset used in the Business, whether or not covered by insurance; (i) any sale, assignment or transfer (including within Seller’s organization) of any asset used in the Business, except sales of inventory in the ordinary course of business and consistent with past practice; (j) any waiver by Seller of any material rights related to the Business or the Assets; (k) any declaration, accrual, setting aside or payment of any dividend or other distribution in respect of any shares of Seller’s capital stockare, or repurchasewould be, redemption provided with post-retirement medical, dental, welfare or other reacquisition of any shares of Seller’s capital stock or other securities; (l) any other transaction, agreement or commitment entered into or affecting the Business or the Assets, except in the ordinary course of business and consistent with past practice; or (m) any agreement or understanding to do or resulting in any of the foregoinglife insurance benefits upon their retirement.

Absence of Material Adverse Changes. Except as set forth described in Schedule 2.8the ITEC Reports since September 30, since the Latest Balance Sheet Date1997 neither ITEC nor any of its Subsidiaries has: (a) undergone any change in its financial condition, Seller has operated the Business business or operations, other than changes in the ordinary course of business, consistent with past practices, and except as set forth in Schedule 2.8, there has business which have not been: (a) , either in any material adverse change case or in the condition aggregate, materially adverse to ITEC and its Subsidiaries taken as a whole; (financial b) experienced any damage, destruction or otherwise)loss, results of operationswhether covered by insurance or not, businessmaterially and adversely affecting its prospects, Assets properties or Liabilities of the Business businesses; (c) declared, set aside or paid any dividend (whether in cash, stock or property) with respect to the manner in which Seller conducts the Business; (b) any revaluation capital stock of any of the Assets; (c) any entry by Seller into any commitment or transaction material to the Business other than this Agreement; ITEC; (d) any breach entered into, or default materially amended, a material employment agreement or severance agreement or effected (other than normal increases in the ordinary course of its business that are consistent with past practices and that, in the aggregate, have not resulted in a material increase in benefits or event that with notice or lapse of time would constitute a breach or default), termination or threatened termination under any Business Contract (as defined in Section 2.15(a); (ecompensation expense) any change by Seller in its accounting methods, principles or practices relating in any way to the Business; (f) 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 material increase in the compensation payable or to become payable to its directors, managers, officers or employees of Seller employed or any material increase in any bonus, insurance, pension or other employee benefit plan, payment or arrangement made to, or with any such officers or key employees; (e) entered into any material transaction other than in the Businessordinary course of business; (f) waived any valuable right or any material debt owed to it; (g) changed or amended any material contract or arrangement by which it or any of its assets or properties is bound or subject; (h) materially changed its accounting methods, except for annual merit increases in salaries principles or wages practices; or (i) other than in the ordinary course of business and consistent with past practice; (g) the termination practices, materially revalued any of employment (whether voluntary or involuntary) of any officer or key employee of Seller employed in the Business or the termination of employment (whether voluntary or involuntary) of employees of Seller employed in the Business in excess of historical attrition in personnel; (h) any theftits assets, condemnation or eminent domain proceeding or any damageincluding, destruction or casualty loss affecting any asset used in the Businesswithout limitation, whether or not covered by insurance; (i) any sale, assignment or transfer (including within Seller’s organization) of any asset used in the Business, except sales write-downs of inventory in the ordinary course or write-offs of business and consistent with past practice; (j) any waiver by Seller of any material rights related to the Business or the Assets; (k) any declaration, accrual, setting aside or payment of any dividend or other distribution in respect of any shares of Seller’s capital stock, or repurchase, redemption or other reacquisition of any shares of Seller’s capital stock or other securities; (l) any other transaction, agreement or commitment entered into or affecting the Business or the Assets, except in the ordinary course of business and consistent with past practice; or (m) any agreement or understanding to do or resulting in any of the foregoingaccounts receivable.

Absence of Material Adverse Changes. Except as set forth described in Schedule 2.8the NewGen Reports, since the Latest Balance Sheet DateDecember 31, Seller 1996 NewGen has operated the Business not; (a) undergone any change in its financial condition, business or operations, other than changes in the ordinary course of business, consistent with past practices, and except as set forth in Schedule 2.8, there has business which have not been: (a) , either in any material adverse change case or in the condition aggregate, materially adverse to NewGen taken as a whole; (financial b) experienced any damage, destruction or otherwise)loss, results of operationswhether covered by insurance or not, businessmaterially and adversely affecting its prospects, Assets properties or Liabilities of the Business businesses; (c) declared, set aside or paid any dividend (whether in cash, stock or property) with respect to the manner in which Seller conducts the Business; (b) any revaluation capital stock of any of the Assets; (c) any entry by Seller into any commitment or transaction material to the Business other than this Agreement; NewGen; (d) any breach entered into, or default materially amended, a material employment agreement or severance agreement or effected (other than normal increases in the ordinary course of its business that are consistent with past practices and that, in the aggregate, have not resulted in a material increase in benefits or event that with notice or lapse of time would constitute a breach or default), termination or threatened termination under any Business Contract (as defined in Section 2.15(a); (ecompensation expense) any change by Seller in its accounting methods, principles or practices relating in any way to the Business; (f) 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 material increase in the compensation payable or to become payable to its directors, managers, officers or employees of Seller employed or any material increase in any bonus, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with any such officers or key employees; (e) entered into any material transaction other than in the Businessordinary course of business; (f) waived any valuable right or any material debt owed to it; (g) changed or amended any material contract or arrangement by which it or any of its assets or properties is bound or subject; (h) materially changed its accounting methods, except for annual merit increases in salaries principles or wages practices; or (i) other than in the ordinary course of business and consistent with past practice; (g) the termination practices, materially revalued any of employment (whether voluntary or involuntary) of any officer or key employee of Seller employed in the Business or the termination of employment (whether voluntary or involuntary) of employees of Seller employed in the Business in excess of historical attrition in personnel; (h) any theftits assets, condemnation or eminent domain proceeding or any damageincluding, destruction or casualty loss affecting any asset used in the Businesswithout limitation, whether or not covered by insurance; (i) any sale, assignment or transfer (including within Seller’s organization) of any asset used in the Business, except sales write-downs of inventory in the ordinary course or write-offs of business and consistent with past practice; (j) any waiver by Seller of any material rights related to the Business or the Assets; (k) any declaration, accrual, setting aside or payment of any dividend or other distribution in respect of any shares of Seller’s capital stock, or repurchase, redemption or other reacquisition of any shares of Seller’s capital stock or other securities; (l) any other transaction, agreement or commitment entered into or affecting the Business or the Assets, except in the ordinary course of business and consistent with past practice; or (m) any agreement or understanding to do or resulting in any of the foregoingaccounts receivable.

Absence of Material Adverse Changes. Except as set forth described in Schedule 2.8the PCPI Reports, since the Latest Balance Sheet DateDecember 31, Seller has operated the Business 1996 neither PCPI nor any of its Subsidiaries has: (a) undergone any change in its financial condition, business or operations, other than changes in the ordinary course of business, consistent with past practices, and except as set forth in Schedule 2.8, there has business which have not been: (a) , either in any material adverse change case or in the condition aggregate, materially adverse to PCPI and its Subsidiaries taken as a whole; (financial b) experienced any damage, destruction or otherwise)loss, results of operationswhether covered by insurance or not, businessmaterially and adversely affecting its prospects, Assets properties or Liabilities of the Business businesses; (c) declared, set aside or paid any dividend (whether in cash, stock or property) with respect to the manner in which Seller conducts the Business; (b) any revaluation capital stock of any of the Assets; (c) any entry by Seller into any commitment or transaction material to the Business other than this Agreement; PCPI; (d) any breach entered into, or default materially amended, a material employment agreement or severance agreement or effected (other than normal increases in the ordinary course of its business that are consistent with past practices and that, in the aggregate, have not resulted in a material increase in benefits or event that with notice or lapse of time would constitute a breach or default), termination or threatened termination under any Business Contract (as defined in Section 2.15(a); (ecompensation expense) any change by Seller in its accounting methods, principles or practices relating in any way to the Business; (f) 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 material increase in the compensation payable or to become payable to its directors, managers, officers or employees of Seller employed or any material increase in any bonus, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with any such officers or key employees; (e) entered into any material transaction other than in the Businessordinary course of business; (f) waived any valuable right or any material debt owed to it; (g) changed or amended any material contract or arrangement by which it or any of its assets or properties is bound or subject; (h) materially changed its accounting methods, except for annual merit increases in salaries principles or wages practices; or (i) other than in the ordinary course of business and consistent with past practice; (g) the termination practices, materially revalued any of employment (whether voluntary or involuntary) of any officer or key employee of Seller employed in the Business or the termination of employment (whether voluntary or involuntary) of employees of Seller employed in the Business in excess of historical attrition in personnel; (h) any theftits assets, condemnation or eminent domain proceeding or any damageincluding, destruction or casualty loss affecting any asset used in the Businesswithout limitation, whether or not covered by insurance; (i) any sale, assignment or transfer (including within Seller’s organization) of any asset used in the Business, except sales write-downs of inventory in the ordinary course or write-offs of business and consistent with past practice; (j) any waiver by Seller of any material rights related to the Business or the Assets; (k) any declaration, accrual, setting aside or payment of any dividend or other distribution in respect of any shares of Seller’s capital stock, or repurchase, redemption or other reacquisition of any shares of Seller’s capital stock or other securities; (l) any other transaction, agreement or commitment entered into or affecting the Business or the Assets, except in the ordinary course of business and consistent with past practice; or (m) any agreement or understanding to do or resulting in any of the foregoingaccounts receivable.

Absence of Material Adverse Changes. (a) Except as set forth in on Schedule 2.83.6, since during the Latest period from the date of the ONI Balance Sheet (the “ONI Balance Sheet Date”) to the date hereof, Seller has operated the Business ONI and its Subsidiaries have conducted their businesses only in the ordinary and usual course of business, and in a manner consistent with past practicespractice, and except as set forth in Schedule 2.8and, since such date, no ONI Group Member has suffered an ONI Material Adverse Effect, and, to the Knowledge of ONI, there has not been: (a) occurred or arisen any material adverse change event, condition or state of facts of any character that would reasonably be expected to result in the condition (financial or otherwise), results of operations, business, Assets or Liabilities of the Business or with respect to the manner in which Seller conducts the Business; an ONI Material Adverse Effect. (b) any revaluation of any of Except as set forth on Schedule 3.6, during the Assets; (c) any entry by Seller into any commitment or transaction material period from December 31, 2004 to the Business other than this Agreement; date hereof: (di) 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 Business Contract (as defined in Section 2.15(a); (e) there has not been any change by Seller ONI in its accounting or cash management methods, principles or practices relating in any way (including with respect to the Business; (f) any increase in the benefits underreserves, or the establishment or amendment ofrevenue recognition, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing or other employee benefit plantiming for payments of payments of accounts payable and collections of accounts receivable), or any increase revaluation by ONI of any of its assets, including writing down the value of inventory or writing off notes or accounts receivable; (ii) neither ONI nor its Subsidiaries has amended or otherwise modified the certificate or articles of incorporation or bylaws or equivalent organizational documents of ONI or any of its Subsidiaries or altered through merger, liquidation, reorganization, restructuring or in any other fashion the compensation payable corporate structure or ownership of ONI or any of its Subsidiaries; (iii) neither ONI nor its Subsidiaries has declared, set aside or paid any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock (other than dividends or distributions paid by a wholly owned Subsidiary of ONI to become payable its parent); or amended the terms of, repurchased, redeemed or otherwise acquired, or permitted any Subsidiary to directorsrepurchase, managersredeem or otherwise acquire, officers any of its securities or employees any securities of Seller employed its Subsidiaries; (iv) neither ONI nor its Subsidiaries has sold, transferred, delivered, leased, subleased, licensed, sublicensed, mortgage, pledged, encumbered, impaired or otherwise disposed of (in whole or in part), or created, incurred, assumed or caused to be subjected to any lien on, any of the Businessassets of ONI or any of its Subsidiaries (including any Intellectual Property or accounts receivable), except for annual merit increases the sale of inventory, in salaries or wages each case in the ordinary course of business and consistent with past practice; ; (gv) the termination of employment (whether voluntary neither ONI nor its Subsidiaries has acquired any rights, assets or involuntary) of any officer or key employee of Seller employed properties other than in the Business or the termination ordinary course of employment business consistent with past practice; (whether voluntary or involuntaryvi) of employees of Seller employed in the Business in excess of historical attrition in personnel; (h) there has not been any theft, condemnation or eminent domain proceeding or any material damage, destruction or casualty loss affecting any asset used in the Business, (whether or not covered by insurance; ) with respect to any material rights, assets or properties of ONI or any of its Subsidiaries; (ivii) except for the Loan, neither ONI nor its Subsidiaries has (A) incurred or modified any saleindebtedness or issued any debt securities or any warrants or rights to acquire any debt security, assignment (B) assumed, guaranteed or transfer (including within Seller’s organization) endorsed or otherwise become responsible for, the obligations of any asset used in Person, (C) entered into any off-balance sheet financing arrangement or any accounts receivable or payable financing arrangement, or (D) made any loans, advances or entered into any other financial commitments; (viii) neither ONI nor its Subsidiaries has authorized or made any capital expenditures (or, since December 31, 2004, any expenditures, including capital expenditures) outside of the Business, except sales ordinary course of inventory business; and (ix) neither ONI nor its Subsidiaries has (A) made or changed any Tax election or changed any method of tax accounting other than an election in the ordinary course of business and consistent with the past practice; practices of ONI, (jB) settled or compromised any waiver by Seller of federal, state, local or foreign Tax liability, (C) filed any material rights related to the Business or the Assets; amended Tax Return, (kD) any declaration, accrual, setting aside or payment of any dividend or other distribution in respect of any shares of Seller’s capital stock, or repurchase, redemption or other reacquisition of any shares of Seller’s capital stock or other securities; (l) any other transaction, agreement or commitment entered into or affecting the Business or the Assetsany closing agreement relating to any Tax, except in the ordinary course (E) agreed to an extension of business and consistent with past practice; a statute of limitations or (mF) surrendered any agreement or understanding right to do or resulting in any of the foregoingclaim a Tax refund.

Absence of Material Adverse Changes. Except as set forth described in Schedule 2.8the ITEC Reports, since the Latest Balance Sheet DateSeptember 30, Seller has operated the Business 1997 neither ITEC nor any of its Subsidiaries has: (a) undergone any change in its financial condition, business or operations, other than changes in the ordinary course of business, consistent with past practices, and except as set forth in Schedule 2.8, there has business which have not been: (a) , either in any material adverse change case or in the condition aggregate, materially adverse to ITEC and its Subsidiaries taken as a whole; (financial b) experienced any damage, destruction or otherwise)loss, results of operationswhether covered by insurance or not, businessmaterially and adversely affecting its prospects, Assets properties or Liabilities of the Business businesses; (c) declared, set aside or paid any dividend (whether in cash, stock or property) with respect to the manner in which Seller conducts the Business; (b) any revaluation capital stock of any of the Assets; (c) any entry by Seller into any commitment or transaction material to the Business other than this Agreement; ITEC; (d) any breach entered into, or default materially amended, a material employment agreement or severance agreement or effected (other than normal increases in the ordinary course of its business that are consistent with past practices and that, in the aggregate, have not resulted in a material increase in benefits or event that with notice or lapse of time would constitute a breach or default), termination or threatened termination under any Business Contract (as defined in Section 2.15(a); (ecompensation expense) any change by Seller in its accounting methods, principles or practices relating in any way to the Business; (f) 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 material increase in the compensation payable or to become payable to its directors, managers, officers or employees of Seller employed or any material increase in any bonus, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with any such officers or key employees; (e) entered into any material transaction other than in the Businessordinary course of business; (f) waived any valuable right or any material debt owed to it; (g) changed or amended any material contract or arrangement by which it or any of its assets or properties is bound or subject; (h) materially changed its accounting methods, except for annual merit increases in salaries principles or wages practices; or (i) other than in the ordinary course of business and consistent with past practice; (g) the termination practices, materially revalued any of employment (whether voluntary or involuntary) of any officer or key employee of Seller employed in the Business or the termination of employment (whether voluntary or involuntary) of employees of Seller employed in the Business in excess of historical attrition in personnel; (h) any theftits assets, condemnation or eminent domain proceeding or any damageincluding, destruction or casualty loss affecting any asset used in the Businesswithout limitation, whether or not covered by insurance; (i) any sale, assignment or transfer (including within Seller’s organization) of any asset used in the Business, except sales write-downs of inventory in the ordinary course or write-offs of business and consistent with past practice; (j) any waiver by Seller of any material rights related to the Business or the Assets; (k) any declaration, accrual, setting aside or payment of any dividend or other distribution in respect of any shares of Seller’s capital stock, or repurchase, redemption or other reacquisition of any shares of Seller’s capital stock or other securities; (l) any other transaction, agreement or commitment entered into or affecting the Business or the Assets, except in the ordinary course of business and consistent with past practice; or (m) any agreement or understanding to do or resulting in any of the foregoingaccounts receivable.