Common use of Action Since Balance Sheet Date Clause in Contracts

Action Since Balance Sheet Date. Except as otherwise expressly provided or set forth in, or required by, this Agreement, since January 31, 2004 (the “TPN Balance Sheet Date”), neither TPN nor ESAN has: (i) with the exception of any issuances under ESAN’s Employee Stock Plan, Employee Stock Option Plan or Director’s Stock Option Plan, issued or sold, or agreed to issue or sell any of its capital stock or membership interests, options, warrants, rights or calls to purchase such stock, any securities convertible or exchangeable into such capital stock or other corporate securities, or effected any subdivision or other recapitalization affecting its capital stock or membership interests, as the case may be; (ii) incurred any material obligation or liability, absolute or contingent, except those arising in the ordinary and usual course of its business: (iii) discharged or satisfied any lien or encumbrance, except in the ordinary and usual course of business, or paid or satisfied any liability, absolute or contingent, other than liabilities as to the TPN Balance Sheet Date and current liabilities incurred since the TPN Balance Sheet Date in the ordinary and usual course of business; (iv) made any wage or salary increases or granted any bonuses other than wage and salary increases and bonuses granted in accordance with its normal salary increase and bonus policies; (v) mortgaged, pledged or subjected to any lien or other encumbrance any of its properties or assets, or permitted any of its property or assets to be subjected to any lien or other encumbrance, except in the ordinary and usual course of business; (vi) sold, assigned or transferred any of its properties or assets, except in the ordinary and usual course of business; (vii) entered into any transaction having an aggregate value greater than $50,000; (viii) waived any rights of substantial value, or cancelled, modified or waived any indebtedness for borrowed money held by it, except in the ordinary and usual course of business; (ix) declared, paid or set aside any dividends or other distributions or payments on its capital stock or membership interests, or redeemed or repurchased, or agreed to redeem or repurchase, any shares of its capital stock, as the case may be; (x) made any loans or advances to any person, or assumed, guaranteed, endorsed or otherwise became responsible for the obligations of any person; or (xi) incurred any indebtedness for borrowed money (except for endorsement, for collection or deposit of negotiable instruments received in the ordinary and usual course of business).

Action Since Balance Sheet Date. Except as set forth in Schedule 3.08, or as otherwise expressly provided or set forth in, or required by, this Agreement, since January 31, 2004 (the “TPN MSI Balance Sheet Date”), neither TPN nor ESAN hasMSI has not: (i) with the exception of any issuances under ESAN’s Employee Stock Plan, Employee Stock Option Plan or Director’s Stock Option Plan, issued or sold, or agreed to issue or sell any of its capital stock or membership interestsstock, options, warrants, rights or calls to purchase such stock, any securities convertible or exchangeable into such capital stock or other corporate securities, or effected any subdivision or other recapitalization affecting its capital stock or membership interests, as the case may bestock; (ii) incurred any material obligation or liability, absolute or contingent, except those arising in the ordinary and usual course of its business: ; (iii) discharged or satisfied any lien or encumbrance, except in the ordinary and usual course of business, or paid or satisfied any liability, absolute or contingent, other than liabilities as to the TPN MSI Balance Sheet Date and current liabilities incurred since the TPN MSI Balance Sheet Date in the ordinary and usual course of business; (iv) made any wage or salary increases or granted any bonuses other than wage and salary increases and bonuses granted in accordance with its normal salary increase and bonus policies; (v) mortgaged, pledged or subjected to any lien or other encumbrance any of its properties or assets, or permitted any of its property or assets to be subjected to any lien or other encumbrance, except in the ordinary and usual course of business; (vi) sold, assigned or transferred any of its properties or assets, except in the ordinary and usual course of business; (vii) entered into any transaction having an aggregate value greater than $50,00025,000 (excluding outstanding quotes or proposals); ; (viii) waived any rights of substantial value, or cancelled, modified or waived any indebtedness for borrowed money held by it, except in the ordinary and usual course of business; (ix) declared, paid or set aside any dividends or other distributions or payments on its capital stock or membership interestsstock, or redeemed or repurchased, or agreed to redeem or repurchase, any shares of its capital stock, as the case may be; (x) made any loans or advances to any person, or assumed, guaranteed, endorsed or otherwise became responsible for the obligations of any person; or (xi) incurred any indebtedness for borrowed money (except for endorsement, for collection or deposit of negotiable instruments received in the ordinary and usual course of business).

Action Since Balance Sheet Date. Except as otherwise expressly provided or set forth in, or required by, this Agreementin Schedule 3.08, since January 31, 2004 (the “TPN Balance Sheet Date”), neither TPN nor ESAN hasNetLive has not: (i) with the exception of any issuances under ESAN’s Employee Stock Plan, Employee Stock Option Plan or Director’s Stock Option Plan, issued or sold, or agreed to issue or sell any of its capital stock or membership interestsstock, options, warrants, rights or calls to purchase such stock, any securities convertible or exchangeable into such capital stock or other corporate securities, or effected any subdivision or other recapitalization affecting its capital stock or membership interests, as the case may bestock; (ii) incurred any material obligation or liability, absolute or contingent, except those arising in the ordinary and usual course of its business: ; (iii) discharged or satisfied any lien or encumbrance, except in the ordinary and usual course of business, or paid or satisfied any liability, absolute or contingent, other than liabilities as to of the TPN Balance Sheet Date and current liabilities incurred since the TPN Balance Sheet Date in the ordinary and usual course of business; (iv) made any wage or salary increases or granted any bonuses other than wage and salary increases and bonuses granted in accordance with its normal salary increase and bonus policies; (v) mortgaged, pledged or subjected to any lien or other encumbrance any of its properties or assets, or permitted any of its property or assets to be subjected to any lien or other encumbrance, except in the ordinary and usual course of business; (vi) sold, assigned or transferred any of its properties or assets, except in the ordinary and usual course of business; (vii) entered into any transaction having an aggregate value greater than $50,000; (viii) waived any rights of substantial value, or cancelled, modified or waived any indebtedness for borrowed money held by it, except in the ordinary and usual course of business; (ix) declared, paid or set aside any dividends or other distributions or payments on its capital stock or membership interestsstock, or redeemed or repurchased, or agreed to redeem or repurchase, any shares of its capital stock, as the case may be; or (x) made any loans or advances to any person, or assumed, guaranteed, endorsed or otherwise became responsible for the obligations of any person; or (xi) incurred any indebtedness for borrowed money (except for endorsement, for collection or deposit of negotiable instruments received in the ordinary and usual course of business).

Action Since Balance Sheet Date. Except as otherwise expressly provided or set forth in, or required by, by this Agreement, since January 31, 2004 (the “TPN Balance Sheet date, SI has not (and will not have as of the Closing Date”), neither TPN nor ESAN has: ): (i) with the exception of any issuances under ESAN’s Employee Stock Plan, Employee Stock Option Plan or Director’s Stock Option Plan, issued or sold, or agreed to issue or sell any of its capital stock or membership interestsstock, options, warrants, rights or calls to purchase such stock, any securities convertible or exchangeable into such capital stock or other corporate securities, or effected any subdivision or other recapitalization affecting its capital stock or membership interests, as the case may bestock; (ii) incurred any material obligation or liability, absolute or contingent, except those arising in the ordinary and usual course of its business: ; (iii) discharged or satisfied any lien or encumbranceencumbrances, except in the ordinary and usual course of business, or paid or satisfied any liability, absolute or contingent, other than liabilities as to of the TPN Balance Sheet Date and current liabilities incurred since the TPN Balance Sheet Date in the ordinary and usual course of business; (iv) made any wage or salary increases or granted any bonuses other than wage and salary increases and bonuses granted in accordance with its normal salary increase and bonus policies; (v) mortgaged, pledged or subjected to any lien or other encumbrance any of its properties or assets, or permitted any of its property or assets to be subjected to any lien liens or other encumbrance, except in the ordinary and usual course of business; (vi) sold, assigned or transferred any of its properties or assets, except in the ordinary and usual course of business; (vii) entered into any transaction having an aggregate value greater than $50,000except in the ordinary and usual course of business; (viii) waived any rights of substantial value, or cancelledcanceled, modified or waived any indebtedness for borrowed money held by it, except in the ordinary and usual course of business; (ix) declared, paid or set aside any dividends or other distributions or payments on its capital stock or membership interestsstock, or redeemed or repurchased, or agreed to redeem or repurchase, any shares of its capital stock, as the case may be; (x) made any loans or advances to any person, or assumed, guaranteed, endorsed or otherwise became responsible for the obligations of any person; or (xi) incurred any indebtedness for borrowed money (except for endorsement, for collection or deposit of negotiable instruments received in the ordinary and usual course of business).

Action Since Balance Sheet Date. Except as otherwise expressly provided or set forth in, or required by, this AgreementAgreement or in the ordinary course of business, since January 31, 2004 (the “TPN Savant Balance Sheet Date”), neither TPN nor ESAN hasSavant has not: (i) with the exception of any issuances under ESAN’s Employee Stock Plan, Employee Stock Option Plan or Director’s Stock Option Plan, issued or sold, or agreed to issue or sell any of its capital stock or membership interestsstock, options, warrants, rights or calls to purchase such stock, any securities convertible or exchangeable into such capital stock or other corporate securities, or effected any subdivision or other recapitalization re-capitalization affecting its capital stock or membership interests, as the case may bestock; (ii) incurred any material obligation or liability, absolute or contingent, except those arising in the ordinary and usual course of its business: (iii) discharged or satisfied any lien or encumbrance, except in the ordinary and usual course of business, or paid or satisfied any liability, absolute or contingent, other than liabilities as to the TPN Savant Balance Sheet Date and current liabilities incurred since the TPN Savant Balance Sheet Date in the ordinary and usual course of business; (iv) made any wage or salary increases or granted any bonuses other than wage and salary increases and bonuses granted in accordance with its normal salary increase and bonus policies; (v) mortgaged, pledged or subjected to any lien or other encumbrance any of its properties or assets, or permitted any of its property or assets to be subjected to any lien or other encumbrance, except in the ordinary and usual course of business; (vi) sold, assigned or transferred any of its properties or assets, except in the ordinary and usual course of business; (vii) entered into any transaction having an aggregate value greater than $50,00025,000; (viii) waived any rights of substantial value, or cancelled, modified or waived any indebtedness for borrowed money held by it, except in the ordinary and usual course of business; (ix) declared, paid or set aside any dividends or other distributions or payments on its capital stock or membership interestsstock, or redeemed or repurchased, or agreed to redeem or repurchase, any shares of its capital stock, as the case may be; (x) made any loans or advances to any person, or assumed, guaranteed, endorsed or otherwise became responsible for the obligations of any person; or (xi) incurred any indebtedness for borrowed money (except for endorsement, for collection or deposit of negotiable instruments received in the ordinary and usual course of business).

Action Since Balance Sheet Date. Except as otherwise expressly provided or set forth in, or required by, this Agreement, since January 31April 30, 2004 2002 (the “TPN "ESAN Balance Sheet Date”"), neither TPN nor ESAN hashas not: (i) with the exception of any issuances under ESAN’s its Employee Stock Plan, Employee Stock Option Plan or Director’s 's Stock Option PlanPlan (all issuances with regard thereto being set forth on Schedule 5.08 attached hereto), issued or sold, or agreed to issue or sell any of its capital stock or membership interestsstock, options, warrants, rights or calls to purchase such stock, any securities convertible or exchangeable into such capital stock or other corporate securities, or effected any subdivision or other recapitalization affecting its capital stock or membership interests, as the case may bestock; (ii) incurred any material obligation or liability, absolute or contingent, except those arising in the ordinary and usual course of its business: (iii) discharged or satisfied any lien or encumbrance, except in the ordinary and usual course of business, or paid or satisfied any liability, absolute or contingent, other than liabilities as to the TPN ESAN Balance Sheet Date and current liabilities incurred since the TPN ESAN Balance Sheet Date in the ordinary and usual course of business; (iv) made any wage or salary increases or granted any bonuses other than wage and salary increases and bonuses granted in accordance with its normal salary increase and bonus policies; (v) mortgaged, pledged or subjected to any lien or other encumbrance any of its properties or assets, or permitted any of its property or assets to be subjected to any lien or other encumbrance, except in the ordinary and usual course of business; (vi) sold, assigned or transferred any of its properties or assets, except in the ordinary and usual course of business; (vii) entered into any transaction having an aggregate value greater than $50,000500,000; (viii) waived any rights of substantial value, or cancelled, modified or waived any indebtedness for borrowed money held by it, except in the ordinary and usual course of business; (ix) declared, paid or set aside any dividends or other distributions or payments on its capital stock or membership interestsstock, or redeemed or repurchased, or agreed to redeem or repurchase, any shares of its capital stock, as the case may be; (x) made any loans or advances to any person, or assumed, guaranteed, endorsed or otherwise became responsible for the obligations of any person; or (xi) incurred any indebtedness for borrowed money (except for endorsement, for collection or deposit of negotiable instruments received in the ordinary and usual course of business).

Action Since Balance Sheet Date. Except as otherwise expressly provided or set forth in, or required by, this Agreement, since January 31April 30, 2004 2002 (the “TPN "ESAN Balance Sheet Date”"), neither TPN nor ESAN hashas not: (i) with the exception of any issuances under ESAN’s its Employee Stock Plan, Employee Stock Option Plan or Director’s 's Stock Option PlanPlan (all issuances with regard thereto being set forth on Schedule 5.09 attached hereto), issued or sold, or agreed to issue or sell any of its capital stock or membership interestsstock, options, warrants, rights or calls to purchase such stock, any securities convertible or exchangeable into such capital stock or other corporate securities, or effected any subdivision or other recapitalization re-capitalization affecting its capital stock or membership interests, as the case may bestock; (ii) incurred any material obligation or liability, absolute or contingent, except those arising in the ordinary and usual course of its business: (iii) discharged or satisfied any lien or encumbrance, except in the ordinary and usual course of business, or paid or satisfied any liability, absolute or contingent, other than liabilities as to the TPN ESAN Balance Sheet Date and current liabilities incurred since the TPN ESAN Balance Sheet Date in the ordinary and usual course of business; (iv) made any wage or salary increases or granted any bonuses other than wage and salary increases and bonuses granted in accordance with its normal salary increase and bonus policies; (v) mortgaged, pledged or subjected to any lien or other encumbrance any of its properties or assets, or permitted any of its property or assets to be subjected to any lien or other encumbrance, except in the ordinary and usual course of business; (vi) sold, assigned or transferred any of its properties or assets, except in the ordinary and usual course of business; (vii) entered into any transaction having an aggregate value greater than $50,000500,000; (viii) waived any rights of substantial value, or cancelled, modified or waived any indebtedness for borrowed money held by it, except in the ordinary and usual course of business; (ix) declared, paid or set aside any dividends or other distributions or payments on its capital stock or membership interestsstock, or redeemed or repurchased, or agreed to redeem or repurchase, any shares of its capital stock, as the case may be; (x) made any loans or advances to any person, or assumed, guaranteed, endorsed or otherwise became responsible for the obligations of any person; or (xi) incurred any indebtedness for borrowed money (except for endorsement, for collection or deposit of negotiable instruments received in the ordinary and usual course of business).

Action Since Balance Sheet Date. Except as otherwise expressly provided or set forth in, or required by, by this Agreement, since January 31, 2004 (the “TPN Balance Sheet date, UNICO has not (and will not have as of the Closing Date”), neither TPN nor ESAN has: ): (i) with the exception of any issuances under ESAN’s Employee Stock Plan, Employee Stock Option Plan or Director’s Stock Option Plan, issued or sold, or agreed to issue or sell any of its capital stock or membership interestsstock, options, warrants, rights or calls to purchase such stock, any securities convertible or exchangeable into such capital stock or other corporate securities, or effected any subdivision or other recapitalization affecting its capital stock or membership interests, as the case may bestock; (ii) incurred any material obligation or liability, absolute or contingent, except those arising in the ordinary and usual course of its business: ; (iii) discharged or satisfied any lien or encumbranceencumbrances, except in the ordinary and usual course of business, or paid or satisfied any liability, absolute or contingent, other than liabilities as to of the TPN Balance Sheet Date and current liabilities incurred since the TPN Balance Sheet Date in the ordinary and usual course of business; (iv) made any wage or salary increases or granted any bonuses other than wage and salary increases and bonuses granted in accordance with its normal salary increase and bonus policies; (v) mortgaged, pledged or subjected to any lien or other encumbrance any of its properties or assets, or permitted any of its property or assets to be subjected to any lien liens or other encumbrance, except in the ordinary and usual course of business; (vi) sold, assigned or transferred any of its properties or assets, except in the ordinary and usual course of business; (vii) entered into any transaction having an aggregate value greater than $50,000except in the ordinary and usual course of business; (viii) waived any rights of substantial value, or cancelledcanceled, modified or waived any indebtedness for borrowed money held by it, except in the ordinary and usual course of business; (ix) declared, paid or set aside any dividends or other distributions or payments on its capital stock or membership interestsstock, or redeemed or repurchased, or agreed to redeem or repurchase, any shares of its capital stock, as the case may be; (x) made any loans or advances to any person, or assumed, guaranteed, endorsed or otherwise became responsible for the obligations of any person; or (xi) incurred any indebtedness for borrowed money (except for endorsement, for collection or deposit of negotiable instruments received in the ordinary and usual course of business).

Action Since Balance Sheet Date. Except as otherwise expressly provided or set forth in, or required by, by this Agreement, S1_EX-27<PAGE> since January 31, 2004 (the “TPN Balance Sheet date, SI has not (and will not have as of the Closing Date”), neither TPN nor ESAN has: ): (i) with the exception of any issuances under ESAN’s Employee Stock Plan, Employee Stock Option Plan or Director’s Stock Option Plan, issued or sold, or agreed to issue or sell any of its capital stock or membership interestsstock, options, warrants, rights or calls to purchase such stock, any securities convertible or exchangeable into such capital stock or other corporate securities, or effected any subdivision or other recapitalization affecting its capital stock or membership interests, as the case may bestock; (ii) incurred any material obligation or liability, absolute or contingent, except those arising in the ordinary and usual course of its business: ; (iii) discharged or satisfied any lien or encumbranceencumbrances, except in the ordinary and usual course of business, or paid or satisfied any liability, absolute or contingent, other than liabilities as to of the TPN Balance Sheet Date and current liabilities incurred since the TPN Balance Sheet Date in the ordinary and usual course of business; (iv) made any wage or salary increases or granted any bonuses other than wage and salary increases and bonuses granted in accordance with its normal salary increase and bonus policies; (v) mortgaged, pledged or subjected to any lien or other encumbrance any of its properties or assets, or permitted any of its property or assets to be subjected to any lien liens or other encumbrance, except in the ordinary and usual course of business; (vi) sold, assigned or transferred any of its properties or assets, except in the ordinary and usual course of business; (vii) entered into any transaction having an aggregate value greater than $50,000except in the ordinary and usual course of business; (viii) waived any rights of substantial value, or cancelledcanceled, modified or waived any indebtedness for borrowed money held by it, except in the ordinary and usual course of business; (ix) declared, paid or set aside any dividends or other distributions or payments on its capital stock or membership interestsstock, or redeemed or repurchased, or agreed to redeem or repurchase, any shares of its capital stock, as the case may be; (x) made any loans or advances to any person, or assumed, guaranteed, endorsed or otherwise became responsible for the obligations of any person; or (xi) incurred any indebtedness for borrowed money (except for endorsement, for collection or deposit of negotiable instruments received in the ordinary and usual course of business).

Action Since Balance Sheet Date. Except as otherwise expressly provided or set forth in, or required by, by this Agreement, since January 31, 2004 (the “TPN Balance Sheet date, UNICO has not (and will not have as of the Closing Date”), neither TPN nor ESAN has: ): (i) with the exception of any issuances under ESAN’s Employee Stock Plan, Employee Stock Option Plan or Director’s Stock Option Plan, issued or sold, or agreed to issue or sell any of its capital stock or membership interestsstock, options, warrants, rights or calls to purchase such stock, any securities convertible or exchangeable into such capital stock or other corporate securities, or effected any subdivision or other recapitalization affecting its capital stock or membership interests, as the case may bestock; (ii) incurred any material obligation or liability, absolute or contingent, except those arising in the ordinary and usual course of its business: ; (iii) discharged or satisfied any lien or encumbranceencumbrances, except in the ordinary and usual course of business, or paid or satisfied any liability, absolute or contingent, other than liabilities as to of the TPN Balance Sheet Date and current liabilities incurred since the TPN Balance Sheet Date in the ordinary and usual course of business; (iv) made any wage or salary increases or granted any bonuses other than wage and salary increases and bonuses granted in accordance with its normal salary increase and bonus policies; (v) mortgaged, pledged or subjected to any lien or other encumbrance any of its properties or assets, or permitted any of its property or assets to be subjected to any lien liens or other encumbrance, except in the ordinary and usual course of business; (vi) sold, assigned or transferred any of its properties or assets, except in the ordinary and usual course of business; (vii) entered into any transaction having an aggregate value greater than $50,000except in the ordinary and usual course of business; (viii) waived any rights of substantial value, or cancelledcanceled, modified or waived any indebtedness for borrowed money held by it, except in the ordinary and usual course of business; (ix) declared, paid or set aside any dividends or other distributions or payments on its capital stock or membership interestsstock, or redeemed or repurchased, or agreed to redeem or repurchase, any shares of its capital stock, as the case may be; (x) made any loans or advances to any person, or assumed, guaranteed, endorsed or otherwise became responsible for the obligations of any person; or (xi) incurred any indebtedness for borrowed money (except for endorsement, for collection or S1_EX-34<PAGE> deposit of negotiable instruments received in the ordinary and usual course of business).

Action Since Balance Sheet Date. Except as otherwise expressly provided or set forth in, or required by, by this Agreement, since January 31, 2004 (the “TPN Balance Sheet date, UNICO has not (and will not have as of the Closing Date”), neither TPN nor ESAN has: ): (i) with the exception of any issuances under ESAN’s Employee Stock Plan, Employee Stock Option Plan or Director’s Stock Option Plan, issued or sold, or agreed to issue or sell any of its capital stock or membership interestsstock, options, warrants, rights or calls to purchase such stock, any securities convertible or exchangeable into such capital stock or other corporate securities, or effected any subdivision or other recapitalization affecting its capital stock or membership interests, as the case may bestock; (ii) incurred any material obligation or liability, absolute or contingent, except those arising in the ordinary and usual course of its business: ; (iii) discharged or satisfied any lien or encumbranceencumbrances, except in the ordinary and usual course of business, or paid or satisfied any liability, absolute or contingent, other than liabilities as to of the TPN Balance Sheet Date and current liabilities incurred since the TPN Balance Sheet Date in the ordinary and usual course of business; (iv) made any wage or salary increases or granted any bonuses other than wage and salary increases and bonuses granted in accordance with its normal salary increase and bonus policies; (v) mortgaged, pledged or subjected to any lien or other encumbrance any of its properties or assets, or permitted any of its property or assets to be subjected to any lien liens or other encumbrance, except in the ordinary and usual course of business; (vi) sold, assigned or transferred any of its properties or assets, except in the ordinary and usual course of business; (vii) entered into any transaction having an aggregate value greater than $50,000except in the ordinary and usual course of business; (viii) waived any rights of substantial value, or cancelledcanceled, modified or waived any indebtedness for borrowed money held by it, except in the ordinary and usual course of business; (ix) declared, paid or set aside any dividends or other distributions or payments on its capital stock or membership interestsstock, or redeemed or repurchased, or agreed to redeem or repurchase, any shares of its capital stock, as the case may be; (x) made any loans or advances to any person, or assumed, guaranteed, endorsed or otherwise became responsible for the obligations of any person; or (xi) incurred any indebtedness for borrowed money (except for endorsement, for collection or S1_EX-36<PAGE> deposit of negotiable instruments received in the ordinary and usual course of business).