Common use of Absence of Material Change Clause in Contracts

Absence of Material Change. Except as set forth on Schedule 3.8, the -------------------------- Current Financial Statements, the Closing Financial Statements or the other schedules to this Agreement: (a) Since October 31, 1997, the business and affairs of the Companies and the Subsidiaries have been conducted only in the ordinary course. (b) Since October 31, 1997, (i) there has been no- change in the condition (financial or otherwise), of i the assets, liabilities, earnings, business, operations, affairs or prospects of any Company or Subsidiary, other than minor changes in the ordinary course of business, none of which either singly or in the aggregate has been materially adverse; and (ii) there has been no damage, destruction, loss or other occurrence or development (whether or not insured against), which either singly or in the aggregate materially adversely affects (and the Shareholder does not- know, or have any reasonable grounds to know, of any threatened occurrence or development which could materially adversely affect) the assets, liabilities, earnings, business, operations, affairs or prospects of any Company or Subsidiary. (c) Since October 31, 1997, no Company or Subsidiary has (i) created or incurred any liability, commitment or obligation (absolute or contingent), except unsecured current liabilities incurred for other than money borrowed in the ordinary course of business; (ii) mortgaged, pledged or subjected to any lien or otherwise encumbered any. of its assets, tangible or intangible; (iii) discharged or satisfied any lien, security interest or encumbrance, or paid any obligation or liability (absolute or contingent), other than current liabilities due and payable in the ordinary course of business; (iv) waived any rights of substantial value; canceled any debts or claims; or terminated or amended, or suffered the termination or amendment of, any contract, lease, agreement or license to which such Company or Subsidiary is or was a party; (v) made any capital expenditures or any capital additions or betterments which in the aggregate exceeded Twenty-Five Thousand Dollars ($25,000.00); (vi) sold or otherwise disposed of any of its assets, tangible or intangible, except in the ordinary course of business; (vii) declared or paid any dividends or made any other distribution on or in respect of, or directly or indirectly purchased, retired, redeemed, or otherwise acquired, any Shares of such Company or capital stock of such Subsidiary; (viii) paid or agreed to pay, conditionally or otherwise, any bonus, extra compensation, pension or severance pay to any of such Company's or Subsidiary's present or former stockholders, directors, officers, agents or employees, whether under any existing pension or other plan or otherwise, or increased the compensation (including salaries, fees, commissions, bonuses, prof-it sharing, incentive, pension, retirement or other similar payments) being, paid as of December 31, 1996, to any of such Company's or Subsidiary's stockholders, directors, officers, agents or employees; (ix) renewed, amended, become bound by or entered into any contract, commitment or transaction other than in the ordinary course of business; or (x) changed any accounting practice followed or employed in preparing the Financial Statements or the Current Financial Statements.

Absence of Material Change. Except as set forth on Schedule 3.8, the -------------------------- Current Financial Statements, the Closing Financial Statements or the other schedules to this Agreement5.11: (a) Since October December 31, 19972011, the business and affairs of the Companies and the Subsidiaries have been conducted only other than developments in the ordinary course. (b) Since October 31, 1997HOA Litigation, (i) there has been no- no material change in the condition (financial or otherwise), of i the assets, liabilities, earnings, business, operations, affairs business or prospects operations of any Company or Subsidiarythe Company, other than minor non-material changes in the ordinary course of business, none of which either singly or in the aggregate has been materially adverse; and (ii) there has been no damage, destruction, loss or other occurrence or development (whether or not insured against), which either singly or in the aggregate materially adversely affects (and the Shareholder does not- know, or have any reasonable grounds to know, of any Seller’s knowledge there exists no threatened occurrence or development which could is reasonably likely to materially adversely affect) the assets, liabilities, earnings, business, operations, affairs business or prospects operations of any Company or Subsidiarythe Company. (cb) Since October December 31, 19972011, no the Company or Subsidiary has not (i) created or incurred any liability, commitment or obligation (absolute or contingent), except unsecured current liabilities incurred for other than money borrowed in the ordinary course of business; (ii) mortgaged, pledged or subjected to any lien or otherwise encumbered any. any of its assets, tangible or intangible; (iii) discharged or satisfied any lien, security interest or encumbrance, or paid any obligation or liability (absolute or contingent), other than current liabilities due and payable in the ordinary course of business; (iv) waived any rights of substantial value; canceled cancelled any debts or claims; or terminated or amended, or suffered the termination or amendment of, any contract, lease, agreement or license to which such the Company or Subsidiary is or was a party; (v) made any capital expenditures or any capital additions or betterments which in the aggregate exceeded Twenty-Five Thousand Dollars ($25,000.00)15,000; (vi) sold or otherwise disposed of any of its assets, tangible or intangible, except in the ordinary course of business; (vii) declared or paid any dividends or made any other distribution on or in respect of, or directly or indirectly purchased, retired, redeemed, or otherwise acquired, any Shares of such Company or capital stock of such Subsidiarythe Company's Percentage Interests; (viii) paid or agreed to pay, conditionally or otherwise, any bonus, extra compensation, pension or severance pay to any of such the Company's or Subsidiary's ’s present or former stockholders, directors, officers, agents or employeesagents, whether under any existing pension or other plan or otherwise, or increased the compensation (including salaries, fees, commissions, bonuses, prof-it sharing, incentive, pension, retirement or other similar payments) being, paid as of December 31, 1996, to any of such Company's or Subsidiary's stockholders, directors, officers, agents or employees; (ix) renewed, amended, become bound by or entered into any contract, commitment or transaction other than in the ordinary course of business; or (x) changed any material accounting practice followed or employed in preparing the Financial Statements or the Current Financial Statements.

Absence of Material Change. Except as set forth on Schedule 3.8, the -------------------------- Current Financial Statements, the Closing Financial Statements or the other schedules to this Agreement5.11: (a) Since October December 31, 1997, the business and affairs of the Companies and the Subsidiaries have been conducted only in the ordinary course. (b) Since October 31, 19972011, (i) there has been no- no material change in the condition (financial or otherwise), of i the assets, liabilities, earnings, business, operations, affairs business or prospects operations of any Company or Subsidiarythe Company, other than minor non-material changes in the ordinary course of business, none of which either singly or in the aggregate has been materially adverse; and (ii) there has been no damage, destruction, loss or other occurrence or development (whether or not insured against), which either singly or in the aggregate materially adversely affects (and the Shareholder does not- know, or have any reasonable grounds to know, of any Seller’s knowledge there exists no threatened occurrence or development which could is reasonably likely to materially adversely affect) the assets, liabilities, earnings, business, operations, affairs business or prospects operations of any Company or Subsidiarythe Company. (cb) Since October December 31, 19972011, no the Company or Subsidiary has not (i) created or incurred any liability, commitment or obligation (absolute or contingent), except unsecured current liabilities incurred for other than money borrowed in the ordinary course of business; (ii) mortgaged, pledged or subjected to any lien or otherwise encumbered any. any of its assets, tangible or intangible; (iii) discharged or satisfied any lien, security interest or encumbrance, or paid any obligation or liability (absolute or contingent), other than current liabilities due and payable in the ordinary course of business; (iv) waived any rights of substantial value; canceled cancelled any debts or claims; or terminated or amended, or suffered the termination or amendment of, any contract, lease, agreement or license to which such the Company or Subsidiary is or was a party; (v) made any capital expenditures or any capital additions or betterments which in the aggregate exceeded Twenty-Five Thousand Dollars ($25,000.00)15,000; (vi) sold or otherwise disposed of any of its assets, tangible or intangible, except in the ordinary course of business; (vii) declared or paid any dividends or made any other distribution on or in respect of, or directly or indirectly purchased, retired, redeemed, or otherwise acquired, any Shares shares of such Company or capital stock of such Subsidiarythe Company's stock; (viii) paid or agreed to pay, conditionally or otherwise, any bonus, extra compensation, pension or severance pay to any of such the Company's or Subsidiary's ’s present or former stockholders, directors, officers, agents or employeesagents, whether under any existing pension or other plan or otherwise, or increased the compensation (including salaries, fees, commissions, bonuses, prof-it sharing, incentive, pension, retirement or other similar payments) being, paid as of December 31, 1996, to any of such Company's or Subsidiary's stockholders, directors, officers, agents or employees; (ix) renewed, amended, become bound by or entered into any contract, commitment or transaction other than in the ordinary course of business; or (x) changed any material accounting practice followed or employed in preparing the Financial Statements or the Current Financial Statements.

Absence of Material Change. Except as set forth on Schedule 3.8, -------------------------- the -------------------------- Current Financial Statements, the Closing Current Financial Statements or the other schedules to this Agreement:. (a) Since October December 31, 19971996, the business and affairs of the Companies and the Subsidiaries Company's have been conducted only in the ordinary course. (b) Since October December 31, 19971996, (i) there has been no- no change in the condition (financial or otherwise), of i the assets, liabilities, earnings, business, operations, affairs or prospects of any Company or Subsidiarythe Company, other than minor changes in the ordinary course of business, none of which either singly or in the aggregate has been materially adverse; and (ii) there has been no damage, destruction, loss or other occurrence or development (whether or not insured against), which either singly or in the aggregate materially adversely affects (and the Shareholder does not- Shareholders do not know, or have any reasonable grounds to know, of any threatened occurrence or development which could materially adversely affect) the assets, liabilities, earnings, business, operations, affairs or prospects of any Company or Subsidiarythe Company. (c) Since October July 31, 1997, no the Company or Subsidiary has not (i) created or incurred any liability, commitment or obligation (absolute or contingent), except unsecured current liabilities incurred for other than money borrowed or for working capital in the ordinary course of business; (ii) mortgaged, pledged or subjected to any lien or otherwise encumbered any. any of its assets, tangible or intangible; (iii) discharged or satisfied any lien, security interest or encumbrance, or paid any obligation or liability (absolute or contingent), other than current liabilities due and payable in the ordinary course of business; (iv) waived any rights of substantial value; canceled any debts or claims; or terminated or amended, or suffered the termination or amendment of, any contract, lease, agreement or license to which such the Company or Subsidiary is or was a party; (v) made any capital expenditures or any capital additions or betterments which in the aggregate individually exceeded Twenty-Five Thousand Dollars ($25,000.00); (vi) sold or otherwise disposed of any of its assets, tangible or intangible, except in the ordinary course of business; (vii) declared or paid any dividends or made any other distribution on or in respect of, or directly or indirectly purchased, retired, redeemed, or otherwise acquired, any Shares of such the Company or capital stock of such Subsidiarythe Company; (viii) paid or agreed to pay, conditionally or otherwise, any bonus, extra compensation, pension or severance pay to any of such the Company's or Subsidiary's present or former stockholders, directors, directors or officers, agents or employees, whether under any existing pension or other plan or otherwise, or increased the compensation (including salaries, fees, commissions, bonuses, prof-it profit sharing, incentive, pension, retirement or other similar payments) being, being paid as of December 31, 1996, to any of such the Company's or Subsidiary's stockholders, directors, officers, agents or employees; (ix) renewed, amended, become bound by or entered into any contract, commitment or transaction other than in the ordinary course of business; or (x) changed any accounting practice followed or employed in preparing the Financial Statements or the Current Financial Statements.

Absence of Material Change. (a) Except as set forth on Schedule 3.8, the -------------------------- Current Financial Statements, the Closing Financial Statements or the other schedules to this Agreement: (a) Since October 31, 19973.8(a), the business and affairs of the Companies and the Subsidiaries have been conducted only in the ordinary course. (b) Since October 31Except as set forth on Schedule 3.8(b), 1997since March 25, 1998, (i) there has been no- no material adverse change in the condition (financial or otherwise), of i the assets, liabilities, or earnings, or, to the best of Principal Shareholder's knowledge, the business, operations, operations or affairs or prospects of any Company or Subsidiarythe Companies, other than minor changes in the ordinary course of business, none of which either singly or in the aggregate has been materially adverse; and (ii) there has been no damage, destruction, loss or other occurrence or development (whether or not insured against), which either singly or in the aggregate materially adversely affects (and the Principal Shareholder does not- not know, or have any reasonable grounds to know, of any threatened occurrence or development which could materially adversely affect) the condition (financial or otherwise), assets, liabilities, earnings, business, operations, operations or affairs or prospects of any Company or Subsidiarythe Companies. (c) Since October 31Except as set forth on Schedule 3.8(c), 1997since March 25, 1998, no Company or Subsidiary has has: (i) created or incurred any liability, commitment or obligation (absolute or contingent), of Fifty Thousand Dollars ($50,000.00) or more, except unsecured current liabilities incurred for other than money borrowed in the ordinary course of business; (ii) mortgaged, pledged or subjected to any lien or otherwise encumbered any. any of its assets, tangible or intangibleintangible other than the Excluded Assets; (iii) discharged or satisfied any lien, security interest or encumbrance, or paid any obligation or liability (absolute or contingent), other than current liabilities due and payable in the ordinary course of business, except as necessary to transfer the Excluded Assets or to terminate the Related Party Agreements; (iv) made any investment in or loan to another Person totaling more than One Hundred Thousand Dollars ($100,000.00) or outside the ordinary course of business; (v) changed any accounting practice (including, without limitation, any accounting practice followed or employed in preparing the Financial Statements or the Interim Financial Statements) or any material business practice; (vi) entered into any employment contract or collective bargaining agreement; (vii) waived any rights of substantial value; canceled any debts or claims; value or terminated or amended, or suffered the termination or amendment of, any contract, lease, agreement or license involving an annual consideration of Fifty Thousand Dollars ($50,000.00) or more, except as necessary to which such Company transfer the Excluded Assets or Subsidiary is or was a partyto terminate the Related Party Agreements; (vviii) made any capital expenditures or any capital additions or betterments which in the aggregate exceeded Twenty-Five One Hundred Thousand Dollars ($25,000.00100,000.00); (viix) adopted, amended, modified or terminated any bonus, profit-sharing, incentive or severance plan; (x) made any loan to, or entered into any transaction with, any of its officers, directors, or employees which loan or transaction shall not terminate prior to the closing; (xi) sold or otherwise disposed of any of its assets, tangible or intangibleintangible for an aggregate consideration of Fifty Thousand Dollars ($50,000.00) or more, except in the ordinary course of businessbusiness or in contemplation of the performance of the terms and conditions of this Agreement; (viixii) declared or paid any dividends or made any other distribution on or in respect of, or directly or indirectly purchased, retired, redeemed, or otherwise acquired, any Shares shares of such Company or capital stock of such Subsidiaryany Company's stock; (viiixiii) paid or agreed to pay, conditionally or otherwise, any bonus, extra compensation, pension or severance pay to any of such Company's or Subsidiary's present or former stockholders, directors, officers, agents or employees, whether under any existing pension or other plan or otherwise, or increased the compensation (including salaries, fees, commissions, bonuses, prof-it profit sharing, incentive, pension, retirement or other similar payments) being, being paid as of December 31March 25, 19961998, to any of such Company's or Subsidiary's stockholders, directors, officers, agents officers or employees; (ixxiv) renewed, amended, become bound by or entered into any material contract, commitment or transaction other than in the ordinary course of businessbusiness which will be binding upon any Company after the Closing and involves consideration of Fifty Thousand Dollars ($50,000.00) or more; or (xxv) changed committed to doing any accounting practice followed or employed in preparing of the Financial Statements or the Current Financial Statementsforegoing.

Absence of Material Change. Except as set forth on Schedule 3.8, the -------------------------- Current Financial Statements, the Closing Financial Statements or the other schedules to this Agreement3.10: (a) Since October December 31, 19971995, the business and affairs of the Companies and the Subsidiaries Seller have been conducted only in the ordinary course. (b) Since October December 31, 19971995, (i) there has been no- no change in the condition (financial or otherwise), of i the assets, liabilitiesLiabilities, earnings, business, operations, affairs or prospects of any Company or SubsidiarySeller, other than minor changes in the ordinary course of business, none of which either singly or in the aggregate has been materially adverse; and (ii) there has been no damage, destruction, loss or other occurrence or development (whether or not insured against), which either singly or in the aggregate materially adversely affects (and the Shareholder Seller does not- not know, or have any reasonable grounds to know, of any threatened occurrence or development which could materially adversely affect) the assets, liabilitiesLiabilities, earnings, business, operations, affairs or prospects of any Company or SubsidiarySeller. (c) Since October December 31, 19971995, no Company or Subsidiary Seller has not (i) created or incurred any liability, commitment or obligation (absolute or contingent), except unsecured current liabilities Liabilities incurred for other than money borrowed in the ordinary course of business; (ii) mortgaged, pledged or subjected to any lien or otherwise encumbered any. any of its assets, tangible or intangible; (iii) discharged or satisfied any lien, security interest or encumbrance, or paid any obligation or liability (absolute or contingent), other than current liabilities Liabilities due and payable in the ordinary course of business; (iv) waived any rights of substantial sub- stantial value; canceled any debts or claims; or terminated or amended, or suffered the termination or amendment of, any contractcon- tract, lease, agreement or license to which such Company or Subsidiary Seller is or was a party; (v) made any capital expenditures or any capital additions or betterments which in the aggregate exceeded Twenty-Five Thousand Dollars ($25,000.00)betterments; (vi) sold or otherwise disposed of any of its assets, tangible or intangible, except in the ordinary course of business; (vii) declared or paid any dividends or made any other distribution on or in respect of, or directly or indirectly purchased, retired, redeemed, or otherwise acquired, any Shares of such Company or capital stock of such Subsidiary; equity interest in Seller, (viii) paid or agreed to pay, conditionally or otherwise, any bonus, extra compensation, pension or severance pay to any of such CompanySeller's partners or Subsidiary's present or former stockholders, directors, officers, agents or employeesexecutive management, whether under any existing pension or other plan or otherwise, or increased the compensation (including salaries, fees, commissions, bonuses, prof-it profit sharing, incentive, pension, retirement or other similar payments) being, being paid as of December 31, 1996, 1995 to any of such CompanySeller's partners, or Subsidiary's stockholdersexecutive management, directors, officers, agents or employees; (ix) renewed, amended, become bound by or entered into any contract, commitment or transaction other than in the ordinary course of business; or (x) changed any accounting practice followed or employed in preparing the Financial Finan- cial Statements or the Current Financial Statements.