Common use of Actions Since the Balance Sheet Date Clause in Contracts

Actions Since the Balance Sheet Date. Except as otherwise expressly provided or set forth in, or required by, this Agreement, or as set forth in Schedule 3.7 attached hereto, since the DCAP Balance Sheet Date, no DCAP Entity has (i) incurred any material Liability, (ii) made any wage or salary increases or granted any bonuses; (iii) mortgaged, pledged or subjected to any Lien any of its assets, or permitted any of its assets to be subjected to any Lien; (iv) sold, assigned or transferred any of its assets, except in the ordinary and usual course of business consistent with past practice; (v) changed its accounting methods, principles or practices; (vi) revalued any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable; (vii) incurred any damage, destruction or loss (whether or not covered by insurance) adversely affecting its assets or business which has had or could be reasonably expected to have a Material Adverse Effect; (viii) cancelled any indebtedness or waived or released any right or claim which has had or could be reasonably expected to have a Material Adverse Effect; (ix) incurred any material adverse change in employee relations; (x) amended, cancelled or terminated any Contract or Permit or entered into any Contract or Permit which is not in the ordinary course of business consistent with past practice; (xi) increased or changed its assumptions underlying, or methods of calculating, any doubtful account contingency or other reserves; (xii) paid, discharged or satisfied any Liabilities other than the payment, discharge or satisfaction in the ordinary course of business of Liabilities set forth or reserved for on the DCAP Balance Sheet or incurred in the ordinary course of business; (xiii) made any capital expenditure, entered into any lease or incurred any obligation to make any capital expenditure; (xiv) failed to pay or satisfy when due any Liability; (xv) failed to carry on its business in the ordinary course, consistent with the past practices, so as to reasonably keep available the services of its employees, and to preserve its assets and business and the goodwill of its suppliers, customers, distributors and others having business relations with it; (xvi) disposed of or allowed the lapse of any Proprietary Rights or disclosed to any person any Proprietary Rights not theretofore a matter of public knowledge; or (xvii) other than this Agreement or the transactions contemplated hereby, entered into any transaction or course of conduct not in the ordinary and usual course of business and consistent with past practice. EXTECH CORPORATION 9

Actions Since the Balance Sheet Date. Except as otherwise expressly provided or set forth in, or required by, this Agreement, or as set forth in on ------------------------------------ Schedule 3.7 attached hereto4.16, since September 30, 1999 and to the DCAP Balance Sheet Datedate hereof, no DCAP Entity VFAM: (a) has (i) incurred not taken any material Liability, (ii) made any wage or salary increases or granted any bonuses; (iii) mortgaged, pledged or subjected to any Lien any action outside of its assets, or permitted any of its assets to be subjected to any Lien; (iv) sold, assigned or transferred any of its assets, except in the ordinary and usual course of business consistent with past practice; (v) changed its accounting methods, principles or practices; (vi) revalued any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable; (vii) incurred any damage, destruction or loss (whether or not covered by insurance) adversely affecting its assets or business which has had or could be reasonably expected to have a Material Adverse Effect; (viii) cancelled any indebtedness or waived or released any right or claim which has had or could be reasonably expected to have a Material Adverse Effect; (ix) incurred any material adverse change in employee relations; (x) amended, cancelled or terminated any Contract or Permit or entered into any Contract or Permit which is not in the ordinary course of business consistent with past practice; business; (xib) increased has not borrowed any money or changed its assumptions underlying, become contingently liable for any obligation or methods liability of calculating, any doubtful account contingency or other reserves; (xii) paid, discharged or satisfied any Liabilities other than the payment, discharge or satisfaction in others outside of the ordinary course of business business; (c) paid all of Liabilities set forth its debts and obligations as they became due or reserved for on the DCAP Balance Sheet or incurred otherwise in the ordinary course of business; ; (xiiid) made any capital expenditure, entered into any lease or has not incurred any material debt, liability or obligation of any nature to make any capital expenditure; (xiv) failed to pay party except for obligations arising from the purchase of goods or satisfy when due any Liability; (xv) failed to carry on its business the rendition of services in the ordinary coursecourse of business; (e) has not knowingly waived any right of substantial value; (f) has used its reasonable best efforts to preserve its business organization intact, consistent with the past practices, so as to reasonably keep available the services of its employees, and to preserve its relationships with its customers, suppliers and others with whom it deals; and (g) has not purchased or redeemed any shares of capital stock of VFAM, or transferred, distributed or paid, directly or indirectly any money or other property or assets to the Shareholders; (h) made a change in the number of shares of capital stock of VFAM issued and business and the goodwill outstanding; (i) declared, set aside, paid or distributed any dividend or other distribution with respect to its capital stock, or with respect to any split, combination or reclassification of its supplierscapital stock; (j) increased the compensation or severance pay payable or to become payable by VFAM to any employee or with respect to any employee welfare, customerspension, distributors and others having business relations with it; retirement, profit-sharing or similar payment plan or arrangement applicable to any present or former employee; (xvik) disposed incurred any capital expenditure or authorization for a capital expenditure, acquisition of assets or allowed the lapse execution of any Proprietary Rights lease, or disclosed incurred liability therefor, requiring any payment or payments in excess of $10,000 in the aggregate with respect to each individual transaction; (l) borrowed or lent money, issued debt securities or pledged a credit of VFAM or guaranteed any person indebtedness of others by VFAM; (m) lost the services of any Proprietary Rights not theretofore a matter employee that is, either individually or in the aggregate, material to the conduct of public knowledgethe business of VFAM; incurred the loss or termination of relationship with any supplier, client or customer; or (xviin) other than this Agreement or the transactions contemplated hereby, entered into any transaction agreement, arrangement or course understanding to do any of conduct not in the ordinary and usual course of business and consistent with past practice. EXTECH CORPORATION 9foregoing.

Actions Since the Balance Sheet Date. Except as otherwise expressly provided or set forth in, or required by, this Agreement, or as set forth in Schedule 3.7 attached heretohereto and made a part hereof, since the DCAP Balance Sheet Date, no DCAP Entity Seller has not: (i) incurred any material Material Liability, (ii) made any wage or salary increases or granted any bonuses; (iii) mortgaged, pledged or subjected to any Lien any of its assetsAssets, or permitted any of its assets Assets to be subjected to any Lien; (iv) sold, assigned or transferred any of its assetsAssets, except in the ordinary and usual course of business consistent with past practice; (v) changed its accounting methods, principles or practices; (vi) revalued any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable; (vii) incurred any damage, destruction or loss (whether or not covered by insurance) adversely affecting its assets or business which has had or could be reasonably expected to have a Material Adverse Effect; (viii) cancelled any indebtedness or waived or released any right or claim which has had or could be reasonably expected to have a Material Adverse Effect; (ix) incurred any material adverse change in employee relations; (x) amended, cancelled or terminated any Contract or Permit or entered into any Contract or Permit which is not in the ordinary course of business consistent with past practice; (xi) increased or changed its assumptions underlying, or methods of calculating, any doubtful account contingency or other reserves; (xii) paid, discharged or satisfied any Liabilities other than the payment, discharge or satisfaction in the ordinary course of business of Liabilities set forth or reserved for on the DCAP Balance Sheet or incurred in the ordinary course of business; (xiii) made any capital expenditure, entered into any lease or incurred any obligation to make any capital expenditure; (xiv) failed to pay or satisfy when due any Liability; (xv) failed to carry on its business in the ordinary course, consistent with the past practices, so as to reasonably keep available the services of its employees, and to preserve its assets and business and the goodwill of its suppliers, customers, distributors and others having business relations with it; (xvi) disposed of or allowed the lapse of any Proprietary Rights or disclosed to any person any Proprietary Rights not theretofore a matter of public knowledge; or (xvii) other than this Agreement or the transactions contemplated hereby, entered into any transaction or course of conduct not in the ordinary and usual course of business and consistent with past practice. EXTECH CORPORATION 9; (vi) changed its accounting methods, principles or practices affecting the Assets, Seller's Liabilities or the Business; (vii) revalued any of the Assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable; (viii) incurred any damage, destruction or loss (whether or not covered by insurance) adversely affecting the Assets or the Business which would result in a material adverse change in the Assets and/or the Business; (ix) canceled any indebtedness or waived or released any right or claim of Seller relating to its activities or properties which had or will have a Material Adverse Effect on the Assets and/or the Business; (x) amended, canceled or terminated any Contract or Permit relating to the Assets of the Business or entered into any Contract or Permit relating to the Assets or the Business which is not in the ordinary course of business, including, without limitation, any employment or consulting agreement, which would result in a material adverse change in the Assets and/or Business; (xi) increased or changed its assumptions underlying, or methods of calculating, any doubtful account contingency or other reserves of Seller; (xii) paid, discharged or satisfied any Liabilities of Seller other than the payment, discharge or satisfaction in the ordinary course of business of Liabilities set forth or reserved for on the December Balance Sheet or incurred in the ordinary course of business; (xiii) made any capital expenditure, entered into any lease or incurred any obligations to make any capital expenditure; (xiv) failed to pay or satisfy when due any Liability of Seller; (xv) disposed of or allowed the lapse of any Proprietary Rights or any disposition or disclosure to any person of any Proprietary Rights not theretofore a matter of public knowledge.

Actions Since the Balance Sheet Date. Except as otherwise expressly provided or set forth in, or required by, this Agreement, or as set forth in Schedule 3.7 4.8 attached hereto, or as set forth in the SEC Report, since the DCAP Compu-DAWN Balance Sheet Date, no DCAP Entity Cxxxx-DAWN has not (i) incurred any xxx material LiabilityLiability or other Liability not in the ordinary and usual course of business and consistent with past practice, (ii) made any wage or salary increases or granted any bonuses; (iii) mortgaged, pledged or subjected to any Lien any of its assets, or permitted any of its assets to be subjected to any Lien; (iv) sold, assigned or transferred any of its assets, except in the ordinary and usual course of business consistent with past practice; (v) changed its accounting methods, principles or practices; (vi) revalued any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable; (vii) incurred any damage, destruction or loss (whether or not covered by insurance) adversely affecting its assets or business which has had or could be reasonably expected to have a Material Adverse Effect; (viii) cancelled canceled any indebtedness or waived or released any right or claim which has had or could be reasonably expected to have a Material Adverse Effectclaim; (ix) incurred any material adverse change in employee relations; (x) amended, cancelled canceled or terminated any Contract or Permit or entered into any Contract or Permit which is was not in the ordinary and usual course of business consistent with past practice; (xi) increased or changed its assumptions underlying, or methods of calculating, any doubtful account contingency or other reserves; (xii) paid, discharged or satisfied any Liabilities other than the payment, discharge or satisfaction in the ordinary and usual course of business of Liabilities set forth or reserved for on the DCAP Compu-DAWN Balance Sheet Sheet, as thx xxse may be, or thereafter incurred in the ordinary and usual course of businessbusiness consistent with past practice; (xiii) made any capital expenditure, entered into any lease or incurred any obligation to make any capital expenditure; (xiv) failed to pay or satisfy when due any Liability; (xv) failed to carry on its business in the ordinary and usual course, consistent with the past practicespractice, so as to reasonably keep available the services of its employees, and to preserve its assets and business and the goodwill of its suppliers, customers, distributors and others having business relations with it; (xvi) disposed of or allowed the lapse of any Proprietary Rights or disclosed to any person Person any Proprietary Rights not theretofore a matter of public knowledge; (xvii) issued or sold, or agreed to issue or sell, any of its capital stock, options, warrants, rights or calls to purchase such stock, any securities convertible into or exchangeable for such capital stock or other corporate securities, or effected any subdivision or other recapitalization affecting its capital stock; (xviii) declared, paid or set aside any dividends or other distributions or payments on its capital stock, or redeemed or repurchased, or agreed to redeem or repurchase, any shares of its capital stock; (xix) made any loans or advances to any Person, or assumed, guaranteed, endorsed or otherwise became responsible for the obligations of any Person; (xx) incurred any indebtedness for borrowed money (except as a result of its endorsement, for collection or deposit, of negotiable instruments received in the ordinary and usual course of business); or (xviixxi) other than this Agreement or the transactions contemplated hereby, entered into any transaction or course of conduct not in the ordinary and usual course of business and consistent with past practice. EXTECH CORPORATION 9.

Actions Since the Balance Sheet Date. Except as otherwise expressly provided or set forth in, or required by, this Agreement, or as set forth in on ------------------------------------ Schedule 3.7 attached hereto3.15 VFICO has not, since the DCAP VFICO Balance Sheet Date, no DCAP Entity has Date and to date hereof: (ia) incurred taken any material Liability, (ii) made any wage or salary increases or granted any bonuses; (iii) mortgaged, pledged or subjected to any Lien any action outside of its assets, or permitted any of its assets to be subjected to any Lien; (iv) sold, assigned or transferred any of its assets, except in the ordinary and usual course of business consistent with past practice; (v) changed its accounting methods, principles or practices; (vi) revalued any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable; (vii) incurred any damage, destruction or loss (whether or not covered by insurance) adversely affecting its assets or business which has had or could be reasonably expected to have a Material Adverse Effect; (viii) cancelled any indebtedness or waived or released any right or claim which has had or could be reasonably expected to have a Material Adverse Effect; (ix) incurred any material adverse change in employee relations; (x) amended, cancelled or terminated any Contract or Permit or entered into any Contract or Permit which is not in the ordinary course of business consistent with past practice; business; (xib) increased borrowed any money or changed its assumptions underlying, become contingently liable for any obligation or methods liability of calculating, any doubtful account contingency or other reserves; (xii) paid, discharged or satisfied any Liabilities other than the payment, discharge or satisfaction in others outside of the ordinary course of business business; (c) not paid all of Liabilities set forth its debts and obligations as they became due or reserved for on the DCAP Balance Sheet or incurred otherwise in the ordinary course of business; ; (xiiid) made any capital expenditure, entered into any lease or incurred any material debt, liability or obligation of any nature to make any capital expenditure; party except for obligations arising from the purchase of goods or the rendition of services in the ordinary course of business; (xive) knowingly waived any right of substantial value; (f) failed to pay or satisfy when due any Liability; (xv) failed use its reasonable best efforts to carry on preserve its business in the ordinary courseorganization intact, consistent with the past practices, so as to reasonably keep kept available the services of its employees, and to preserve its assets preserved relationships with customers, suppliers and business and the goodwill others with whom it deals; and (g) purchased or redeemed any shares of its supplierscapital stock, customersor transferred, distributors distributed or paid, directly or indirectly, any money or other property or assets to its shareholders; (h) made a change in the number of shares of capital stock of VFICO issued and others having business relations outstanding; (i) declared, set aside, paid or distributed any dividend or other distribution with it; respect to its capital stock, or with respect to any split, combination or reclassification of its capital stock; (xvij) disposed increased the compensation or severance pay payable or to become payable by VFICO to any employee or with respect to any employee welfare, pension, retirement, profit-sharing or similar payment plan or arrangement applicable to any present or former employee; (k) incurred any capital expenditure or authorization for a capital expenditure, acquisition of assets or allowed the lapse execution of any Proprietary Rights lease, or disclosed incurred liability therefor, requiring any payment or payments in excess of $10,000 in the aggregate with respect to each individual transaction; (l) borrowed or lent money, issued debt securities or pledges a credit of VFICO or guaranteed any person indebtedness of others by VFICO; (m) lost the services of any Proprietary Rights not theretofore a matter employee that is, either individually or in the aggregate, material to the conduct of public knowledgethe business of VFICO; incurred the loss or termination of relationship with any supplier, client or customer; or (xviin) other than this Agreement or the transactions contemplated hereby, entered into any transaction agreement, arrangement or course understanding to do any of conduct not in the ordinary and usual course of business and consistent with past practice. EXTECH CORPORATION 9foregoing.

Actions Since the Balance Sheet Date. Except as otherwise expressly provided or set forth in, or required by, this Agreement, or as set forth in Schedule 3.7 attached hereto, since the DCAP Rugby Balance Sheet Date and the Press-Loto Balance Sheet Date, no DCAP Entity neither Rugby nor Press-Loto, respectively, has (i) incurred any material LiabilityLiability or other Liability not in the ordinary and usual course of business and consistent with past practice, (ii) made any wage or salary increases or granted any bonuses; (iii) mortgaged, pledged or subjected to any Lien any of its assets, or permitted any of its assets to be subjected to any Lien; (iv) sold, assigned or transferred any of its assets, except in the ordinary and usual course of business consistent with past practice; (v) changed its accounting methods, principles or practices; (vi) revalued any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable; (vii) incurred any damage, destruction or loss (whether or not covered by insurance) adversely affecting its assets or business which has had or could be reasonably expected to have a Material Adverse Effect; (viii) cancelled canceled any indebtedness or waived or released any right or claim which has had or could be reasonably expected to have a Material Adverse Effectclaim; (ix) incurred any material adverse change in employee relations; (x) amended, cancelled canceled or terminated any Contract or Permit or entered into any Contract or Permit which is was not in the ordinary and usual course of business consistent with past practice; (xi) increased or changed its assumptions underlying, or methods of calculating, any doubtful account contingency or other reserves; (xii) paid, discharged or satisfied any Liabilities other than the payment, discharge or satisfaction in the ordinary and usual course of business of Liabilities set forth or reserved for on the DCAP Rugby Balance Sheet or Press-Loto Balance Sheet, as the case may be, or thereafter incurred in the ordinary and usual course of businessbusiness consistent with past practice; (xiii) made any capital expenditure, entered into any lease or incurred any obligation to make any capital expenditure; (xiv) failed to pay or satisfy when due any Liability; (xv) failed to carry on its business in the ordinary and usual course, consistent with the past practicespractice, so as to reasonably keep available the services of its employees, and to preserve its assets and business and the goodwill of its suppliers, customers, distributors and others having business relations with it; (xvi) disposed of or allowed the lapse of any Proprietary Rights or disclosed to any person Person any Proprietary Rights not theretofore a matter of public knowledge; (xvii) issued or sold, or agreed to issue or sell, any of its capital stock or shares of capital, as the case may be, options, warrants, rights or calls to purchase such stock or shares, any securities convertible into or exchangeable for such capital stock, shares of capital or other corporate securities, or effected any subdivision or other recapitalization affecting its capital stock or shares of capital, as the case may be; (xviii) declared, paid or set aside any dividends or other distributions or payments on its capital stock or shares of capital, as the case may be, or redeemed or repurchased, or agreed to redeem or repurchase, any shares of its capital stock or shares of capital, as the case may be; (xix) made any loans or advances to any Person, or assumed, guaranteed, endorsed or otherwise became responsible for the obligations of any Person; (xx) incurred any indebtedness for borrowed money (except as a result of its endorsement, for collection or deposit, of negotiable instruments received in the ordinary and usual course of business); or (xviixxi) other than this Agreement or the transactions contemplated hereby, entered into any transaction or course of conduct not in the ordinary and usual course of business and consistent with past practice. EXTECH CORPORATION 9.