Common use of Absence of Material Adverse Effect Clause in Contracts

Absence of Material Adverse Effect. Since September 30, 2006 and prior to the date hereof, the Company and its Subsidiaries have conducted their respective businesses in all material respects in the ordinary course consistent with past practice, and, other than in connection with the Marketed Portfolio Sale, there has not been (a) any effect, event, development, change or circumstance that, individually or in the aggregate, with all other effects, events, developments and changes, has resulted in a Material Adverse Effect on the Company, (b) except for regular quarterly distributions to the Company’s stockholders with customary record and payment dates, any declaration, setting aside or payment of any dividend or other distribution with respect to its stock or equity interests or, except for regular redemptions of Shares pursuant to the Redemption Plan, any redemption, purchase or other acquisition of any of its stock or equity interests, (c) any change in accounting methods, principles or practices used by the Company or any of its Subsidiaries materially affecting its assets, liabilities or business, except insofar as may have been required by a change in GAAP, (d) any material damage, destruction or loss not covered by insurance to the Owned Real Property, (e) any material amendment of any term of any material outstanding debt or equity security of the Company or any of its Subsidiaries other than in the ordinary course of business, (f) any material amendment of any material employment, consulting, severance, incentive stock, stock option, deferred compensation, bonus, retirement, retention or any other agreement, or the adoption of any material new such agreement, between (i) the Company or any Company Subsidiary, on the one hand and (ii) any officer, trustee or director of the Company or any Company Subsidiary, on the other hand, earning more than $200,000 per year, other than as required by any contract, agreement or Benefit Plan, (g) any incurrence of indebtedness for borrowed money or guarantee for such indebtedness, in each case by the Company or any Subsidiary of the Company in excess of $1,000,000, other than (i) to meet the current cash needs of the Company and any Subsidiary of the Company not exceeding the amount contemplated by the Company’s capital budget for such period, a copy of which has been previously provided to the Buyer Parties and (ii) for projects currently under construction in amounts disclosed in the Company’s capital budget for such period, or (h) any agreement by the Company or any of its Subsidiaries involving any of the foregoing since September 30, 2006 and prior to the date hereof, except as disclosed on Item 4.7 of the Company Letter.

Absence of Material Adverse Effect. Since September 30December 31, 2006 and prior to the date hereof, and except (i) for the Company Portfolio Sales or (ii) as set forth on Item 4.07 of the Disclosure Letter, the Company, its Subsidiaries, the Primarily Controlled Companies and its Subsidiaries the Partially Controlled Companies have conducted their respective businesses in all material respects in the ordinary course consistent with past practice, and, other than in connection with the Marketed Portfolio SaleSales, there has not been (a) any effect, event, development, change or circumstance that, individually or in the aggregate, with all other effects, events, developments and changes, has resulted or would reasonably be expected to result in a Company Material Adverse Effect on the CompanyEffect, (b) except for regular quarterly distributions to the Company’s stockholders shareholders with customary record and payment dates, any declaration, setting aside or payment of any dividend or other distribution with respect to its stock or equity interests or, except for regular redemptions of Shares pursuant to the Redemption Plan, any redemption, purchase or other acquisition of any of its stock or equity interests, (c) any change in accounting methods, principles or practices used by the Company Company, its Subsidiaries, the Primarily Controlled Companies or any of its Subsidiaries the Partially Controlled Companies materially affecting its assets, liabilities or business, except insofar as may have been required by a change in GAAP, (d) any material damage, destruction or loss not covered by insurance to the Owned Real Property, (e) any material amendment of any term of any material outstanding debt or equity security of the Company Company, its Subsidiaries, the Primarily Controlled Companies or any of its Subsidiaries the Partially Controlled Companies other than Canyon Ranch, in each case other than in the ordinary course of business, (f) any material split, combination or reclassification of any Company Common Shares or Company Preferred Shares or the stock of any Primarily Controlled Company or any Partially Controlled Company, or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for, or giving the right to acquire by exchange or exercise, shares of stock or any ownership interest in, the Company, any of its Subsidiaries, any Primarily Controlled Company or any Partially Controlled Company, (g) any amendment of any material employment, consulting, severance, incentive stock, stock option, deferred compensation, bonus, retirement, retention or any other agreement, or the adoption of any material new such agreement, between (i) the Company or any Company SubsidiarySubsidiary or any Primarily Controlled Company or any Partially Controlled Company, on the one hand and (ii) any officer, trustee or director of the Company or any Company SubsidiarySubsidiary or any Primarily Controlled Company or any Partially Controlled Company, on the other hand, earning more than $200,000 150,000 per year, ; other than as required by any contract, agreement or Benefit Plan, (gh) any direct or indirect acquisition (whether through merger or consolidation with, the purchase of a substantial equity interest in, the purchase of a substantial portion of the assets of, or otherwise) of any business or any corporation, partnership, association or other business organization or a division thereof or any significant assets other than in the ordinary course of business or in an amount not involving more than $1,000,000 individually or $5,000,000 in the aggregate, (i) any incurrence of indebtedness for borrowed money or guarantee for such indebtedness, in each case by the Company or any Company Subsidiary of the or any Primarily Controlled Company in excess of $1,000,000or any Partially Controlled Company, other than (i) to meet as in the current cash needs ordinary course of the Company business, including construction loans and any Subsidiary of the Company not exceeding the amount contemplated by the Company’s capital budget for such periodguarantees on residential developments, a copy of which has been previously provided to the Buyer Parties and (ii) for projects currently under construction in amounts disclosed in on Item 4.07 of the Company’s capital budget for such periodDisclosure Letter, or (hj) any agreement by the Company or any of its Subsidiaries such entity involving any of the foregoing since September 30December 31, 2006 and prior to the date hereof, in each case except as disclosed on Item 4.7 4.07 of the Company Disclosure Letter.

Absence of Material Adverse Effect. Since September 30December 31, 2006 and prior to the date hereof, except (i) as disclosed in the Company SEC Reports filed since December 31, 2006 and prior to the date of this Agreement or (ii) as set forth in Item 4.07 of the Disclosure Letter, the Company, its Subsidiaries and to the Inquiry Knowledge of the Company, the Related Entities have conducted their respective businesses in all material respects in the ordinary course consistent with past practice, and, other than in connection with the Marketed Portfolio Sale, there has not been (a) any effect, event, development, change or circumstance that, individually or in the aggregate, with all any other effects, events, events developments and changes, has resulted or would reasonably be expected to result in a Company Material Adverse Effect on the CompanyEffect, (b) except for (i) regular quarterly monthly distributions to the Company’s stockholders at a rate of $0.00164384 per Company Common Share per day with customary record and payment dates, (ii) distributions in the ordinary course pursuant to the Organizational Documents of any Subsidiary of the Company or Related Entity, or (iii) any declaration, setting aside or payment of any dividend or other distribution with respect to its stock or equity interests orinterests, except for regular redemptions of Shares pursuant to the Redemption Plan, or any redemption, purchase or other acquisition of any of its stock or equity interestsinterests of the Company, any of its Subsidiaries, or any Related Entity, (c) any change by the Company in its accounting methods, principles or practices used by the Company or any of its Subsidiaries materially affecting its assets, liabilities or businesspractices, except insofar as may have been required by a change set forth in GAAPItem 4.07 of the Disclosure Letter, (d) to the Inquiry Knowledge of the Company, any material damage, destruction or loss not covered by insurance to the Owned Real PropertyCompany Properties, (e) any material amendment of any term of any material outstanding debt or equity security of the Company or Company, any of its Subsidiaries other than in or the ordinary course of businessRelated Entities, (f) any material split, combination or reclassification of any Company Common Shares, the equity of any Subsidiary of the Company or the Related Entities (other than the equity of Subsidiaries wholly-owned, directly or indirectly, by the Company), or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for, or giving the right to acquire by exchange or exercise, shares of stock or any ownership interest in, the Company, any of its Subsidiaries or the Related Entities other than in connection with any dividend reinvestment program or share purchase program, (g) any amendment of any material employment, consulting, severance, incentive stock, stock option, deferred compensation, bonus, retirement, retention or any other agreement, or the adoption of any material new such agreement, between (i) the Company Company, any of its Subsidiaries or any Company Subsidiaryof the Related Entities, on the one hand and (ii) any officer, trustee officer or director of the Company or any Company Subsidiaryof its Subsidiaries, on the other hand, earning (h) any direct or indirect acquisition (whether through merger or consolidation with, the purchase of a substantial equity interest in, the purchase of a substantial portion of the assets of, or otherwise) any business or any corporation, partnership, association or other business organization or a division thereof or any significant assets other than in the ordinary course of business in an amount not involving more than $200,000 per year, other than 100,000 individually or $250,000 in the aggregate or as required specified by any contract, agreement or Benefit Planthe 2007 Budget, (gi) any incurrence of indebtedness for borrowed money or guarantee for such indebtedness, in each case by the Company Company, any of its Subsidiaries or any Subsidiary of the Company in excess of $1,000,000Related Entity, other than (i) to meet those in the current cash needs ordinary course of business of the Company and Company, any Subsidiary of the Company not exceeding the amount contemplated by the Company’s capital budget for such period, a copy of which has been previously provided to the Buyer Parties and (ii) its Subsidiaries or any Related Entity or for projects currently under construction in amounts disclosed in the Company’s capital budget for such period2007 Budget, or (hj) any agreement by the Company or Company, any of its Subsidiaries or the Related Entities involving any of the foregoing since September 30December 31, 2006 and prior to the date hereof, ; in each case except as disclosed on in Item 4.7 4.07 of the Company Disclosure Letter.

Absence of Material Adverse Effect. Since Between September 30, 2006 2005 and prior to the date hereof, hereof the Company and has conducted its Subsidiaries have conducted their respective businesses business in all material respects only in the ordinary course consistent with past practicecourse, and, other than in connection with the Marketed Portfolio Sale, and there has not been (ai) any effect, event, development, change or circumstance that, individually or in the aggregate, with all other effects, events, developments and changes, has resulted in a Company Material Adverse Effect on the CompanyEffect, (bii) except for regular quarterly distributions to the Company’s stockholders with customary record and payment dates, any declaration, setting aside or payment of any dividend or other distribution distributions with respect to its stock Capital Stock (other than (a) regular quarterly cash dividends paid by the Company on Company Common Stock with usual record and payment dates and consistent with the Company’s past dividend policy and (b) material dividends and distributions by a direct or equity interests orindirect Subsidiary of the Company to its parent or another Subsidiary of the Company), except for regular redemptions of Shares pursuant to the Redemption Plan(iii) any split, any redemption, purchase combination or other acquisition reclassification of any of its stock Capital Stock or equity interestsany 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, (civ) any change in accounting methods, principles or practices used by the Company or any of its Subsidiaries materially affecting its assets, liabilities or business, except insofar as may have been required by a change in GAAPCompany, (dv) any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company, whether or not covered by insurance to the Owned Real Property, or (evi) any material increase in the compensation payable or that could become payable by the Company to officers or key employees or any amendment of any term of any material outstanding debt or equity security the Benefit Plans of the Company or any of its Subsidiaries other than increases or amendments in the ordinary course of businesscourse. “Benefit Plan” means any bonus, (f) any material amendment of any material employmentpension, consultingprofit sharing, severancedeferred compensation, incentive stockcompensation, stock ownership, stock purchase, stock option, deferred restricted stock, phantom stock, stock appreciation or other equity-based compensation, bonus, retirement, retention vacation, severance, disability, death benefit, hospitalization, medical, dental, vision care, life insurance or any other agreementplan, program or the adoption arrangement providing compensation or benefits to or in respect of any material new such agreementcurrent or former employee, between (i) the Company or any Company Subsidiary, on the one hand and (ii) any officer, trustee officer or director of the Company or any Company SubsidiaryBuyer, on as the other handcase may be, earning more than $200,000 per year, other than as required by any contract, agreement or Benefit Plan, (g) any incurrence of indebtedness for borrowed money or guarantee for such indebtedness, in each case by the Company or any Subsidiary of the Company in excess of $1,000,000, other than (i) to meet the current cash needs of the Company and any Subsidiary of the Company not exceeding the amount contemplated by the Company’s capital budget for such period, a copy of which has been previously provided to the Buyer Parties and (ii) for projects currently under construction in amounts disclosed in the Company’s capital budget for such period, or (h) any agreement by the Company or any of its Subsidiaries involving any of the foregoing since September 30, 2006 and prior to the date hereof, except as disclosed on Item 4.7 of the Company Lettertheir respective Subsidiaries.

Absence of Material Adverse Effect. Since September 30, 2006 and prior Except to the date hereofextent set forth in Section 3.5 of the Disclosure Schedule, and except to the Company and its Subsidiaries have conducted their respective businesses in all material respects extent reflected or reserved against in the ordinary course consistent with past practiceSeller Financial Statements, andsince March 31, other than in connection with the Marketed Portfolio Sale1996, there has not been (ai) any effectMaterial Adverse Effect with respect to the Business or the Assets, eventproperties, development, change financial position or circumstance that, individually results of operations of the Business; (ii) any damage or in the aggregate, with all other effects, events, developments and changes, has resulted in destruction or property loss not covered by insurance constituting a Material Adverse Effect on the CompanyAssets or the operation of the Business; (iii) any increase in the compensation or bonus, incentive compensation, profit sharing, retirement, insurance, medical reimbursement or other employee benefit plan or arrangement payable or owed or to become payable or owed by Seller, other than increases made in the ordinary course of business consistent with past practice, compensation increases attendant to promotions and falling within the normal range for the new position and scheduled increases; (biv) except for regular quarterly distributions to the Company’s stockholders with customary record and payment dates, any declaration, setting aside sale or payment other disposition of any dividend capital asset of the Business having net book value in excess of $100,000, other than sales or other distribution with respect to its stock or equity interests ordispositions of Excluded Assets; (v) any entry by Seller into any material contract, except for regular redemptions of Shares pursuant to the Redemption Planlease, any redemptionlicense, obligation, indebtedness, commitment, purchase or other acquisition of sale, or transaction (including, without limitation, any of its stock borrowing or equity interestscapital expenditure), (c) any change in accounting methods, principles or practices used by the Company or any of its Subsidiaries materially affecting its assets, liabilities or business, except insofar as may have been required by a change in GAAP, (d) any material damage, destruction or loss not covered by insurance to the Owned Real Property, (e) any material amendment of any term of any material outstanding debt or equity security of the Company or any of its Subsidiaries other than those commitments and transactions entered into in the ordinary course of business, or those contemplated by or within the limits permitted by this Agreement; (fvi) any release or waiver of any material right or claim of Seller with respect to any contract, lease, license or permit relating to the Business or the Assets or the Intellectual Property (as defined in Section 3.7 hereof) or the "Handy & Harmxx Xxxining Group, Inc." name; (vii) any material amendment mortgage or pledge or imposition of any a material employment, consulting, severance, incentive stock, stock option, deferred compensation, bonus, retirement, retention lien or any other agreement, or the adoption of any material new such agreement, between (i) the Company or any Company Subsidiary, on the one hand and (ii) any officer, trustee or director of the Company or any Company Subsidiary, on the other hand, earning more than $200,000 per year, other than as required by any contract, agreement or Benefit Plan, (g) any incurrence of indebtedness for borrowed money or guarantee for such indebtedness, in each case by the Company or any Subsidiary of the Company in excess of $1,000,000, other than (i) to meet the current cash needs of the Company and any Subsidiary of the Company not exceeding the amount contemplated by the Company’s capital budget for such period, a copy of which has been previously provided to the Buyer Parties and (ii) for projects currently under construction in amounts disclosed in the Company’s capital budget for such period, or (h) any agreement by the Company or any of its Subsidiaries involving any of the foregoing since September 30, 2006 and prior to the date hereof, except as disclosed on Item 4.7 of the Company Letter.encum-

Absence of Material Adverse Effect. Since September 30, 2006 and prior Except to the date hereofextent set forth in Section 3.5 of the Disclosure Schedule, the Company and its Subsidiaries have conducted their respective businesses in all material respects in the ordinary course consistent with past practicesince December 31, and, other than in connection with the Marketed Portfolio Sale, 1997 there has not been (ai) any effectMaterial Adverse Effect with respect to Seller, eventthe Business or the Assets, developmentproperties, change prospects, financial position or circumstance that, individually results of operations or in cash flows of the aggregate, with all other effects, events, developments and changes, has resulted in Business; (ii) any damage or destruction or property loss not covered by insurance constituting a Material Adverse Effect on the CompanyAssets or the operation of the Business; (iii) any increase in the compensation or bonus, (b) except for regular quarterly distributions to the Company’s stockholders with customary record and payment datesincentive compensation, any declarationprofit sharing, setting aside or payment of any dividend retirement, insurance, medical reimbursement or other distribution with respect employee benefit plan or arrangement payable or owed or to its stock become payable or equity interests orowed by Seller or the Business, except for regular redemptions of Shares pursuant to the Redemption Plan, any redemption, purchase or other acquisition of any of its stock or equity interests, (c) any change in accounting methods, principles or practices used by the Company or any of its Subsidiaries materially affecting its assets, liabilities or business, except insofar as may have been required by a change in GAAP, (d) any material damage, destruction or loss not covered by insurance to the Owned Real Property, (e) any material amendment of any term of any material outstanding debt or equity security of the Company or any of its Subsidiaries other than increases made in the ordinary course of businessbusiness consistent with past practice, compensation increases attendant to promotions and falling within the normal range for the new position and scheduled increases; (fiv) any material amendment sale or other disposition of any material employment, consulting, severance, incentive stock, stock option, deferred compensation, bonus, retirement, retention or any other agreement, capital asset of Seller or the adoption of any material new such agreement, between (i) the Company or any Company Subsidiary, on the one hand and (ii) any officer, trustee or director of the Company or any Company Subsidiary, on the other hand, earning more than $200,000 per year, other than as required by any contract, agreement or Benefit Plan, (g) any incurrence of indebtedness for borrowed money or guarantee for such indebtedness, in each case by the Company or any Subsidiary of the Company Business having net book value in excess of $1,000,00010,000, other than sales or dispositions of Excluded Assets; (iv) to meet any entry by Seller or the current cash needs of the Company and Business into any Subsidiary of the Company not exceeding the amount material contract, lease, license, obligation, indebtedness, commitment, purchase or sale, or transaction (including, without limitation, any borrowing or capital expenditure), other than those contemplated by or within the Company’s capital budget for such period, a copy of which has been previously provided to the Buyer Parties and limits permitted by this Agreement; (ii) for projects currently under construction in amounts disclosed in the Company’s capital budget for such period, or (hvi) any agreement by settlement, release or waiver of any material litigation, right or claim of Seller or the Company Business with respect to any contract, lease, license or permit; (vii) any material mortgage or pledge or imposition of its Subsidiaries involving a material lien or other material encumbrance on any of the foregoing since September 30, 2006 and prior to Assets or the date hereof, except as disclosed on Item 4.7 of the Company LetterBusiness; or (viii) any material change by Seller in accounting principles or methods.

Absence of Material Adverse Effect. CONDUCT OF BUSINESS (a) Since September 30December 31, 2006 and prior to the date hereof1996, the Company and its Subsidiaries Companies have conducted their respective businesses in all material respects operated in the ordinary course of business consistent with past practice, andexcept as set forth on Schedule 2.7(a) hereto, other than in connection with the Marketed Portfolio Sale, and there has not been been: (ai) any effectmaterial adverse change in the assets, properties, business, operations, net income or financial condition of the Companies, and no factor, event, development, change condition or circumstance that, individually exists which threatens or in the aggregate, with all other effects, events, developments and changes, has resulted in may threaten to have a Material Adverse Effect on the CompanyEffect; (ii) any material loss, (b) except for regular quarterly distributions damage, destruction or other casualty to the Company’s stockholders with customary record and payment dates, any declaration, setting aside or payment of any dividend property or other distribution with respect to its stock assets of the Companies, whether or equity interests or, except for regular redemptions of Shares pursuant to the Redemption Plan, any redemption, purchase or other acquisition of any of its stock or equity interests, not covered by insurance; (ciii) any change in any method of accounting methodsor accounting practice of the Companies; or (iv) any loss of the employment, principles services or practices used by benefits of any manager of either of the Company or any of its Subsidiaries materially affecting its assetsCompanies. (b) Since December 31, liabilities or business1996, except insofar as may set forth in Schedule 2.7(b) hereto, the Companies have been required by a change in GAAP, not: (di) incurred any material damageobligation or liability (whether absolute, destruction accrued, contingent or loss not covered by insurance to the Owned Real Propertyotherwise), (e) any material amendment of any term of any material outstanding debt or equity security of the Company or any of its Subsidiaries other than except in the ordinary course of business, (f) any material amendment of any material employment, consulting, severance, incentive stock, stock option, deferred compensation, bonus, retirement, retention or any other agreement, or the adoption of any material new such agreement, between (i) the Company or any Company Subsidiary, on the one hand and business consistent with past practice; (ii) failed to discharge or satisfy any officerlien or pay or satisfy any obligation or liability (whether absolute, trustee accrued, contingent or director of the Company or any Company Subsidiary, on the other hand, earning more than $200,000 per yearotherwise), other than liabilities being contested in good faith and for which adequate reserves have been provided; (iii) mortgaged, pledged or subjected to any lien any of its property or other assets, except for mechanics liens and liens for taxes not yet due and payable; (iv) sold or transferred any assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business consistent with past practice; (v) defaulted on any material obligation; (vi) entered into any material transaction, except in the ordinary course of business consistent with past practice; (vii) written down the value of any inventory or written off as required by uncollectible any contract, accounts receivable or any portion thereof not reflected in the Company Financial Statements; (viii) granted any increase in the compensation or benefits of employees other than increases in accordance with past practice not exceeding 10% or entered into any employment or severance agreement or Benefit Plan, arrangement with any of them; (gix) made any incurrence of indebtedness for borrowed money or guarantee for such indebtedness, in each case by the Company or any Subsidiary of the Company individual capital expenditure in excess of $1,000,00075,000, or aggregate capital expenditures in excess of $200,000, or additions to property, plant and equipment other than ordinary repairs and maintenance; (ix) to meet discontinued any franchise or the current cash needs sale of any products or product line or program; (xi) incurred any obligation or liability for the Company and any Subsidiary payment of the Company not exceeding the amount contemplated by the Company’s capital budget for such period, a copy of which has been previously provided to the Buyer Parties and severance benefits; or (iixii) for projects currently under construction in amounts disclosed in the Company’s capital budget for such period, or (h) entered into any agreement by the Company or made any of its Subsidiaries involving commitment to do any of the foregoing since September 30, 2006 and prior to the date hereof, except as disclosed on Item 4.7 of the Company Letterforegoing.

Absence of Material Adverse Effect. Since September 30Except as set forth on SCHEDULE 3.7, 2006 and prior to the date hereofsince December 31, the 2001, each Company and its Subsidiaries have has: (a) conducted their respective businesses in all material respects such Company's business in the Company's ordinary course of business substantially consistent with past practice, and, other than in connection with the Marketed Portfolio Sale, there has not been practice (a) any effect, event, development, change or circumstance that, individually or in the aggregate, with all other effects, events, developments and changes, has resulted in a Material Adverse Effect on the Company, "ORDINARY COURSE OF BUSINESS"); (b) except for regular quarterly distributions not acquired, sold, disposed of, licensed, assigned, transferred or permitted to lapse any material asset other than sales of products and services in the Company’s stockholders Ordinary Course of Business; (c) maintained accounts receivable, inventory, accounts payable and other working capital accounts in a manner consistent with customary record and payment dates, any declaration, setting aside the Ordinary Course of Business; (d) not pledged or payment permitted the imposition of any dividend or other distribution Lien on any of its assets (except, with respect to its stock or equity interests orreal property, except for regular redemptions of Shares pursuant to the Redemption Plan, Permitted Liens); (e) not suffered a Company Material Adverse Effect; (f) not suffered any redemption, purchase or other acquisition of any of its stock or equity interests, (c) any change in accounting methods, principles or practices used by the Company or any of its Subsidiaries materially affecting its assets, liabilities or business, except insofar as may have been required by a change in GAAP, (d) any material damage, destruction or loss of tangible assets, whether or not covered by insurance to the Owned Real Propertyinsurance, (e) any material amendment with a book value in excess of any term of any material outstanding debt or equity security of the Company or any of its Subsidiaries other than $500,000, in the ordinary course of business, (f) any material amendment of any material employment, consulting, severance, incentive stock, stock option, deferred compensation, bonus, retirement, retention or any other agreement, or the adoption of any material new such agreement, between (i) the Company or any Company Subsidiary, on the one hand and (ii) any officer, trustee or director of the Company or any Company Subsidiary, on aggregate with the other hand, earning more than $200,000 per year, other than as required by any contract, agreement or Benefit Plan, Companies; (g) not paid, discharged or satisfied any incurrence material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), except in each case in the Ordinary Course of Business; (h) not cancelled any indebtedness for borrowed money or guarantee for such indebtednessmaterial claim or, except in each case by the Company Ordinary Course of Business, waived any material claims or any Subsidiary rights of the Company in excess of $1,000,000, other than substantial value; (i) not granted any material increase in the salaries, wages, fringe benefits or other compensation payable or to meet become payable to its officers, directors, consultants or employees (including any such increase pursuant to any bonus, severance, termination, pension, profit-sharing or other plan or commitment) or any special increase in the current cash needs compensation payable or to become payable to any officer, director, consultant or employee, except for (i) normal merit and cost of living increases in the Company and any Subsidiary Ordinary Course of the Company not exceeding the amount contemplated by the Company’s capital budget for such period, a copy of which has been previously provided to the Buyer Parties Business and (ii) for projects currently under construction in amounts disclosed retention commitments that are (and shall remain after Closing) the sole responsibility of Sellers and their Affiliates (other than the Companies); (j) not effected a material write down of any of its material assets; (k) not made any change to its accounting policies except as required by GAAP; (l) except in the Company’s capital budget for such periodOrdinary Course of Business, no Company has (i) acquired any material assets from any Person, (ii) consummated any transaction that is material to the Companies, taken as a whole, or (hiii) made any agreement material capital expenditure, or commitment for a material capital expenditure, for additions or improvements to property, plan and equipment; and (m) there has not been any material labor dispute, other than routine individual grievances or, to the Knowledge of Sellers, any material activity or proceeding by a labor union or representative thereof to organize any employees of the Company Companies or any material lockouts, strikes, slowdowns, work stoppages or, to the Knowledge of its Subsidiaries involving Sellers, threats thereof by or with respect to any employees of the foregoing since September 30, 2006 and prior to the date hereof, except as disclosed on Item 4.7 of the Company LetterCompanies.