Common use of Business Changes Clause in Contracts

Business Changes. Since September 30, 2002, except as otherwise explicitly required by this Agreement or as set forth on Section 3.26 of the Seller Disclosure Schedule, Seller has conducted its operation of the Business only in the ordinary and usual course and consistent with past practices and, without limiting the generality of the foregoing: (a) There have been no events or conditions of any character which, in the aggregate, have had or may be reasonably expected to have a Material Adverse Effect on Seller. (b) Seller has not mortgaged, pledged, or otherwise encumbered any of the Acquired Assets except as required by the Loan Facility. (c) Seller has not sold, assigned, licensed, leased, transferred or conveyed, or committed itself to sell, assign, license, lease, transfer or convey, any of the Acquired Assets except in the ordinary course of the Business consistent with past practices. (d) There has been no destruction of, damage to or loss of any of the Acquired Assets. (e) There has been no notice received by Seller of any claim or potential claim of ownership by any Person other than Seller of the Transferred Technology or the Transferred Intellectual Property Rights, or of infringement by the Seller or the Business of any other Person’s Intellectual Property Rights. (f) There has been no dispute, proceeding, litigation, arbitration or mediation pending or, to Seller’s Knowledge, threatened against Seller related to the Business or the Acquired Assets. (g) There has been no agreement by Seller or any employees, agents or affiliates of Seller to do any of the things described in the preceding clauses (a) through (f) (other than negotiations with Parent and Buyer and their representatives regarding the transactions contemplated by this Agreement).

Business Changes. Since September 30, 2002, except as otherwise explicitly required by this Agreement or as set forth on Section 3.26 of the Seller Disclosure ScheduleLast Balance Sheet Date, Seller has conducted its operation of the Business only in the ordinary and usual course of business and consistent with past practices and, without limiting the generality of the foregoing: (a) There have been no events or conditions of any character which, in the aggregate, have had or may be reasonably expected to have a Material Adverse Effect on Seller. (b) Seller has not mortgaged, pledged, or otherwise encumbered any of the Acquired Purchased Assets except as required by the Loan Facility(other than with respect to Permitted Liens). (cb) Seller has not sold, assigned, licensed, leased, transferred or conveyed, or committed itself to sell, assign, license, lease, transfer or convey, any of the Acquired Assets except in Purchased Assets. (c) Seller has not granted any third party any right to manufacture, reproduce, distribute, market or exploit the ordinary course Purchased Assets, or any adaptations, translations, or derivative works based on the Purchased Assets, or any portion thereof. No third party has been granted any right to manufacture, reproduce, distribute, market or exploit any works or materials of which any of the Business consistent with past practicesPurchased Assets is a derivative work. (d) There has been no destruction of, damage to or loss of any of the Acquired AssetsPurchased Assets (except for ordinary wear and tear). (e) There has been no notice received by Seller of any claim or potential claim of ownership by any Person other than Seller of the Transferred Technology or the Transferred Seller Intellectual Property Rights, or of infringement by the Seller or the Business of any other Person’s Intellectual Property Rights. (f) There has been no dispute, proceeding, litigation, arbitration or mediation Legal Proceeding pending or, to Seller’s Knowledge, threatened against Seller related to the Business or the Acquired AssetsSeller. (g) There has been no debt obligation for borrowed money that could now or hereafter give rise to a claim against the Purchased Assets. (h) There has been no event or condition of any character that has had or is reasonably likely to have a material impact on the Products or the Purchased Assets. (i) There has not occurred any material change to the Seller’s policies, principles, methods or procedures with respect to the maintenance of its working capital, including with respect to payment to suppliers and other accounts payable. (j) There has been no negotiation or agreement by Seller or any employees, agents or affiliates employees of Seller to do any of the things described in the preceding clauses (a) through (fi) (other than negotiations with Parent and Buyer and their its representatives regarding the transactions contemplated by this Agreement).

Business Changes. Since September 30, 2002, except as otherwise explicitly required by this Agreement or as set forth on Section 3.26 of the Seller Disclosure Schedule, Seller has conducted its operation of the Business only in the ordinary and usual course and consistent with past practices and, without limiting the generality of the foregoing: (a) There have been no events or conditions of any character which, in the aggregate, have had or may be reasonably expected to have a Material Adverse Effect on Seller. (b) Seller has not mortgaged, pledged, or otherwise encumbered any of the Acquired Assets except as required by the Loan Facility. (c) Seller has not sold, assigned, licensed, leased, transferred or conveyed, or committed itself to sell, assign, license, lease, transfer or convey, any of the Acquired Assets except in the ordinary course of the Business consistent with past practices. (d) There has been no destruction of, damage to or loss of any of the Acquired Assets. (e) There has been no notice received by Seller of any claim or potential claim of ownership by any Person other than Seller of the Transferred Technology or the Transferred Intellectual Property Rights, or of infringement by the Seller or the Business of any other Person’s 's Intellectual Property Rights. (f) There has been no dispute, proceeding, litigation, arbitration or mediation pending or, to Seller’s 's Knowledge, threatened against Seller related to the Business or the Acquired Assets. (g) There has been no agreement by Seller or any employees, agents or affiliates of Seller to do any of the things described in the preceding clauses (a) through (f) (other than negotiations with Parent and Buyer and their representatives regarding the transactions contemplated by this Agreement).

Business Changes. Since September 30June 1, 20022005, except as otherwise explicitly required contemplated by this Agreement or as set forth on Section 3.26 of the Seller Disclosure ScheduleAgreement, Seller has and PGT-UK have conducted its their operation of the Business only in the ordinary and usual course and consistent with past practices and, without limiting the generality of the foregoing: (a) There have been no events changes in the condition (financial or conditions otherwise), business, prospects, net worth, assets, operations, obligations or liabilities of any character the Business which, in the aggregate, have had or may be reasonably expected to have a Material Adverse Effect on Sellerthe condition, business, prospects, net worth, assets or operations of the Business. (b) Neither Seller nor Principal Stockholders nor PGT-UK has not mortgaged, pledged, pledged or otherwise encumbered any of the Acquired Assets except as required by the Loan FacilityAssets. (c) Neither Seller nor Principal Stockholders has not sold, assigned, licensed, leased, transferred or conveyed, or committed itself to sell, assign, license, lease, transfer or convey, any of the Acquired Assets Assets, except in the ordinary course for purchase and sale of the Business consistent with past practicesone vehicle. (d) There has been no destruction of, damage to or loss of any of the Acquired Assets. (e) There has been no notice received by Seller of any claim or potential claim of ownership by any Person other than Seller of the Transferred Technology or the Transferred Intellectual Property Rights, Acquired Assets or of infringement by the Seller or the Business of any other Person’s Intellectual Property Rights. (f) There has been no dispute, proceeding, litigation, arbitration or mediation pending or, to Seller’s Knowledge, or threatened against Seller or PGT-UK related to the Business Business, the Products or the Acquired Assets. (g) There has been no event or condition of any character that has had or is reasonably likely to have a Material Adverse Effect on the Business, the Products or the Acquired Assets. (h) There has been no negotiation or agreement by Seller Seller, Principal Stockholders, PGT-UK or any employees, employees or agents or affiliates of Seller thereof to do any of the things described in the preceding clauses (a) through (fg) (other than negotiations with Parent and Buyer and their representatives regarding the transactions contemplated by this AgreementAgreement and the other Transaction Documents).