Common use of Absence of Material Adverse Effect and Certain Events Clause in Contracts

Absence of Material Adverse Effect and Certain Events. Except as contemplated by this Agreement, the terms of the ASA Transactions, or as set forth on Schedule 4.9, since the Balance Sheet Date through the date of this Agreement, the Acquired Companies have conducted their business in all material respects in the Ordinary Course of Business and there has not been: (a) a Material Adverse Effect or any event, change, effect or development which would or would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; (b) any Leakage; (c) any change in accounting methods, principles or practices of an Acquired Company materially affecting the consolidated assets, liabilities or results of operations of the Business, except insofar as may have been required by Law or GAAP; (d) any damage, destruction or loss, whether or not covered by insurance, with respect to the Material Assets; (e) any new Encumbrances on any of the Equity Interests, other than Permitted Encumbrances; (f) any sale, assignment, transfer, conveyance, lease or other disposal of, any Material Assets, except for inventory, accounts receivable or other assets sold, assigned, transferred, conveyed, leased or otherwise disposed of in the Ordinary Course of Business; (g) any amendment, cancellation, written notice of non-renewal or termination of any Material Contract except in the Ordinary Course of Business; (h) with respect to the Business, any capital expenditures by an Acquired Company, or commitments by an Acquired Company to make any capital expenditures, in excess of Ten Million Dollars ($10,000,000) in the aggregate; (i) any institution or settlement by any Acquired Company of any legal proceedings which, individually or in the aggregate, would be material to the Business; (j) except to the extent accrued for in the Interim Balance Sheet or otherwise in the Ordinary Course of Business, (i) any award or payment of any bonuses to any current or former director, officer or employee of any Acquired Company, (ii) any award or payment of any deferred compensation, severance or any increase in the compensation payable by any Acquired Company to any current or former director, officer or employee of any Acquired Company, or (iii) any material increase in the coverage or benefits available to any current or former director, officer or employee of any Acquired Company under any Benefit Plan; or (k) any entry by any Acquired Company into any agreement to do anything described in Sections 4.9(a)-(j).

Absence of Material Adverse Effect and Certain Events. Except as expressly contemplated by this Agreement, the terms of the ASA Transactions, Agreement or as set forth on Schedule 4.93.8, since the Balance Sheet Date through and the date of this Agreement, (i) the Acquired Companies have Federal Business has been conducted their business in all material respects in the Ordinary Course of Business and (ii) there has not been: (a) a Material Adverse Effect or any event, change, effect or development which would or would reasonably be expected towhich, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (b) any Leakage; (c) any change in accounting methods, principles or practices of an Acquired Company by Seller materially affecting the consolidated assets, liabilities or results of operations of the BusinessFederal Business or CIBER Federal International, except insofar as may have been required by Law or GAAPLaw; (dc) any damage, destruction or loss, whether or not covered by insurance, with respect to the Material Assetsproperty and assets of the Federal Business, except to the extent that the aggregate amount (based on replacement cost) of all damage, destruction or losses to property or assets of the Federal Business does not exceed One-Hundred Thousand Dollars ($100,000); (ed) any new Encumbrances on any of the Equity InterestsPurchased Assets, other than Permitted Encumbrances; (fe) any salematerial assets of the Federal Business (including any material Purchased Federal Business Owned Intellectual Property) acquired, assignmentsold, transferassigned, conveyancetransferred, lease conveyed, leased, or other disposal otherwise disposed of, any Material Assets, except for inventory, accounts receivable assets acquired or other assets sold, assigned, transferred, conveyed, leased or otherwise disposed of in the Ordinary Course of Business; (gf) any amendment, cancellationwithholding, written notice of non-renewal cancellation or termination of of, or any relinquishment, waiver or release under, any Material Contract except in the Ordinary Course of Business; (hg) with respect to the Federal Business, any capital expenditures by an Acquired CompanySeller, or commitments by an Acquired Company Seller to make any capital expenditures, in excess of Ten Million Fifty Thousand Dollars ($10,000,00050,000) in the aggregate; (ih) except with respect to the Excluded Assets and Excluded Liabilities, any institution or settlement by any Acquired Company Seller of any legal proceedings which, individually or in the aggregate, would be material to the Federal Business; (j) except to the extent accrued for in the Interim Balance Sheet or otherwise in the Ordinary Course of Business, (i) any award or payment of any bonuses to any current or former director, officer or employee of any Acquired Company, (ii) any award or payment of any deferred compensation, severance or any increase in the compensation payable by any Acquired Company to any current or former director, officer or employee of any Acquired Company, or (iii) any material increase in the coverage or benefits available to any current or former director, officer or employee of any Acquired Company under any Benefit Plan; or (k) any entry by any Acquired Company Seller into any agreement to do anything described set forth in Sections 4.9(a)-(jthe foregoing provisions of this Section 3.8; or (j) any action taken by Seller or CIBER Federal International that, if taken after the date of this Agreement without the written consent of Buyer, would constitute a breach in any material respect of any of the covenants set forth in Section 5.1(b).

Absence of Material Adverse Effect and Certain Events. Except as contemplated by this Agreement, the terms of the ASA Transactions, or as set forth on Schedule 4.93.7, since March 31, 2012, (i) the Balance Sheet Date through the date of this Agreement, the Acquired Companies have ITO Business has been conducted their business in all material respects in the Ordinary Course of Business and (ii) there has not been: (a) a Material Adverse Effect or any event, change, effect or development which would or would reasonably be expected towhich, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (b) any Leakage; (c) any change in accounting methods, principles or practices of an Acquired Company by Seller materially affecting the consolidated assets, liabilities or results of operations of the ITO Business, except insofar as may have been required by Law or GAAPLaw; (dc) any damage, destruction or loss, whether or not covered by insurance, with respect to the Material Assetsproperty and assets of the ITO Business, except to the extent that the aggregate amount (based on replacement cost) of all damage, destruction or losses to property or assets of the ITO Business does not exceed One-Hundred Thousand Dollars ($100,000); (ed) any new Encumbrances on any of the Equity InterestsPurchased Assets, other than Permitted Encumbrances; (fe) payment of any salematerial Liability, assignmentabsolute, transferaccrued, conveyancecontingent or otherwise, lease whether due or to become due, other disposal ofthan current Liabilities shown on the Financial Statements and current Liabilities incurred since March 31, any Material Assets2012, except for inventory, accounts receivable or other assets sold, assigned, transferred, conveyed, leased or otherwise disposed of in the Ordinary Course of Business; (f) any transfer or grant of any material rights or material licenses under, or entrance into any settlement regarding the breach or infringement of, any Purchased Business Intellectual Property, or any material modification of any existing rights with respect thereto; (g) any prepayment or acceleration of payment of any material accounts payable, delayed payment of any material trade payables or other obligations other than in the Ordinary Course of Business, or any other cash payments other than in the Ordinary Course of Business; (h) any written notice received by Seller or any of the Selling Subsidiaries that there has been a loss (or threatened loss) of any material Existing Customer or material vendor of the ITO Business; (i) any increase or acceleration of the creation of receivables or xxxxxxxx for assets, products or services of the ITO Business to any Existing Customers; (j) to the Knowledge of Seller, any material assets of the ITO Business (including any material Purchased Business Owned Intellectual Property) acquired, sold, assigned, transferred, conveyed, leased, or otherwise disposed of; (k) any amendment, cancellationwithholding, written notice of non-renewal cancellation or termination of of, or any relinquishment, waiver or release under, any Material Contract except in the Ordinary Course of Business; (hl) with respect to the ITO Business, any capital expenditures by an Acquired CompanySeller or the Selling Subsidiaries, or commitments by an Acquired Company Seller or the Selling Subsidiaries to make any capital expenditures, in excess of Ten Million Fifty Thousand Dollars ($10,000,00050,000) in the aggregate; (im) except with respect to the Excluded Assets and Excluded Liabilities, any institution or settlement by any Acquired Company Seller or the Selling Subsidiaries of any legal proceedings which, individually or in the aggregate, would be material to the ITO Business; (j) except to the extent accrued for in the Interim Balance Sheet or otherwise in the Ordinary Course of Business, (in) any award penalty or payment of any bonuses to any current liability under HIPAA or former director, officer or employee of any Acquired Company, (ii) any award or payment of any deferred compensation, severance or any increase in the compensation payable by any Acquired Company to any current or former director, officer or employee of any Acquired Company, or (iii) any material increase in the coverage or benefits available to any current or former director, officer or employee of any Acquired Company under any Benefit PlanHITECH; or (ko) any entry by any Acquired Company Seller or the Selling Subsidiaries into any agreement to do anything described set forth in Sections 4.9(a)-(j)the foregoing provisions of this Section 3.7.