Common use of Certain Changes or Events Clause in Contracts

Certain Changes or Events. Other than transactions entered into in connection with this Merger, since October 1, 1997, the business of Xxxxx has been operated only in the ordinary course, consistent with past practice, and in addition to, and not in limitation of the foregoing: (i) there has been no change in the Condition of Xxxxx, except for changes in the ordinary course of business consistent with past practice which have not had, in the aggregate, Materially Adverse Effect on the Condition of Xxxxx; (ii) there has been no revocation or change in any Contract or Permit or right to do business, and, to the best knowledge of Xxxxx, no change of Laws which has resulted, or could reasonably be expected to result, in a material adverse change in the Condition of Xxxxx; (iii) Xxxxx has not authorized or made any distributions of, or declared or paid any dividends, upon or with respect to any of its capital stock, or other equity interests, nor has Xxxxx redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests; (iv) Xxxxx has not entered into any material transaction, other than in the ordinary course of business and consistent with past practice; (v) Xxxxx has not incurred any indebtedness for borrowed money or made any loans or advances to any Person; (vi) there has been no waiver by Xxxxx of a valuable right or of a material debt owed to it; (vii) Xxxxx has not failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of Xxxxx (as such business is presently conducted and as it is proposed to be conducted); (viii) there has not been any damage, destruction or loss, whether or not covered by insurance, resulting in a Material Adverse Effect on the condition of the assets, properties, financial condition, operating results, prospects or business of Xxxxx; (ix) there has not been any material change in any compensation arrangement or agreement with any employee of Xxxxx; (x) there has not been any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of Xxxxx; (xi) there has not been any resignation or termination of employment of any key officer or employee of Xxxxx and Xxxxx, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer or employee; (xii) there has been no receipt of notice that there has been a loss of, or material order cancellation by, any major customer of Xxxxx; (xiii) there has been no mortgage, pledge or transfer of a security interest in, or lien, created by Xxxxx with respect to any of its material properties or assets, except liens for taxes not yet due or payable; (xiv) there has been no loans or guarantees made by Xxxxx to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; and (xv) there has been no agreement or commitment by Xxxxx to do or perform any of the acts described in this Section 3.6.

Certain Changes or Events. Other than transactions entered into Except as set forth in connection with this MergerSection 3.6 of the Disclosure Schedule, since October 1December 31, 19971996, the business of Xxxxx each of the Companies has been operated only in the ordinary course, consistent with past practice, and in addition to, and not in limitation of of, the foregoing: (i) there has been no change in the Condition of Xxxxxany of the Companies, except for changes in the ordinary course of business consistent with past practice which have not hadbeen, in the aggregate, Materially Adverse Effect on the Condition of Xxxxxmaterially adverse to any such Company; (ii) to the best of each Shareholder's knowledge and belief, there has been no change of Laws, no revocation or change in any Contract or Permit or right to do business, andand no other event or occurrence of any character, to the best knowledge of Xxxxxwhether or not insured against, no change of Laws which has resulted, or could reasonably be expected to result, in a material adverse change in the Condition of Xxxxxany of the Companies; (iii) Xxxxx Singer has not authorized or made any distributions ofdistributions, or declared or paid any dividends, upon or with respect to any of its capital stock, or other equity interests, nor has Xxxxx Singer redeemed, purchased or otherwise acquired, or issued or sold, any of its interests, nor has Singer redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interestsinterest; (iv) Xxxxx none of the Companies has not entered into any material transaction, other than in the ordinary course of business and consistent with past practice; (v) Xxxxx none of the Companies has not incurred any indebtedness for borrowed money or made any loans or advances to any Person; Person (vi) there has been no waiver by Xxxxx other than advances under the Companies' existing lines of a valuable right or of a material debt owed to it; (vii) Xxxxx has not failed to satisfy or discharge any Lien, except credit with its banks made in the ordinary course of business and which is not material to the Condition total amount of Xxxxx (which, as such business is presently conducted and as it is proposed to be conducted); (viii) there has not been any damage, destruction or loss, whether or not covered by insurance, resulting in a Material Adverse Effect on the condition of the assetsdate hereof, properties, financial condition, operating results, prospects or business of Xxxxx; (ix) there has not been any material change in any compensation arrangement or agreement with any employee of Xxxxx; (x) there has not been any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of Xxxxx; (xi) there has not been any resignation or termination of employment of any key officer or employee of Xxxxx and Xxxxx, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer or employee; (xii) there has been no receipt of notice that there has been a loss of, or material order cancellation by, any major customer of Xxxxx; (xiii) there has been no mortgage, pledge or transfer of a security interest in, or lien, created by Xxxxx with respect to any of its material properties or assets, except liens for taxes not yet due or payable; (xiv) there has been no loans or guarantees made by Xxxxx to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; and (xv) there has been no agreement or commitment by Xxxxx to do or perform any of the acts described in this Section 3.6.is set forth on Schedule 2 annexed hereto);

Certain Changes or Events. Other than transactions entered into in connection with this Merger, since October 1, 1997, the business of Xxxxx Advercomm has been operated only in the ordinary course, consistent with past practice, and in addition to, and not in limitation of the foregoing: (i) there has been no change in the Condition of XxxxxAdvercomm, except for changes in the ordinary course of business consistent with past practice which have not had, in the aggregate, Materially a Material Adverse Effect on the Condition of XxxxxAdvercomm; (ii) there has been no revocation or change in any Contract or Permit or right to do business, and, to the best knowledge of XxxxxAdvercomm, no change of Laws which has resulted, or could reasonably be expected to result, in a material adverse change in the Condition of XxxxxAdvercomm; (iii) Xxxxx Advercomm has not authorized or made any distributions of, or declared or paid any dividends, upon or with respect to any of its capital stock, or other equity interests, nor has Xxxxx Advercomm redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests; (iv) Xxxxx Advercomm has not entered into any material transaction, other than in the ordinary course of business and consistent with past practice; (v) Xxxxx Advercomm has not incurred any indebtedness for borrowed money or made any loans or advances to any Person; (vi) there has been no waiver by Xxxxx Advercomm of a valuable right or of a material debt owed to it; (vii) Xxxxx Advercomm has not failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of Xxxxx Advercomm (as such business is presently conducted and as it is proposed to be conducted); (viii) there has not been any damage, destruction or loss, whether or not covered by insurance, resulting in a Material Adverse Effect on the condition Condition of the assets, properties, financial condition, operating results, prospects or Advercomm (as such business of Xxxxxis presently conducted and as it is proposed to be conducted); (ix) there has not been any material change in any compensation arrangement or agreement with any employee of XxxxxAdvercomm; (x) there has not been any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of XxxxxAdvercomm; (xi) there has not been any resignation or termination of employment of any key officer or employee of Xxxxx Advercomm and XxxxxAdvercomm, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer or employee; (xii) there has been no receipt of notice that there has been a loss of, or material order cancellation by, any major customer of XxxxxAdvercomm; (xiii) there has been no mortgage, pledge or transfer of a security interest in, or lien, created by Xxxxx Advercomm with respect to any of its material properties or assets, except liens for taxes not yet due or payable; (xiv) there has been no loans or guarantees made by Xxxxx Advercomm to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; and (xv) there has been no agreement or commitment by Xxxxx Advercomm to do or perform any of the acts described in this Section 3.64.6.

Certain Changes or Events. Other than transactions entered into in connection with this MergerSince September 30, since October 1, 19971998, the business of Xxxxx Business has been operated only in the ordinary course, consistent with past practicepractice of the Business, and in addition to, and not in limitation of the foregoing: (i) there has been no change in the Condition condition of Xxxxxthe Business, except for changes in the ordinary course of business consistent with past practice which have not hadbeen, in the aggregate, Materially Adverse Effect on materially adverse to the Condition of XxxxxBusiness; (ii) there has been no revocation or change in any Contract contract or Permit permit or right to do business, and, to the best knowledge of Xxxxxthe Company, no change of Laws which has resulted, or could reasonably be expected to result, in a material adverse change in the Condition condition of Xxxxxthe Business; (iii) Xxxxx the Company has not authorized or made any distributions of, or declared or paid any dividends, upon or with respect to any of its the capital stockstock of the Company, or other equity interests, nor has Xxxxx the Company redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests; (iv) Xxxxx the Company has not entered into any transaction with a value in excess of $50,000 or other material transaction, other than in the ordinary course of business and consistent with past practice; (v) Xxxxx the Company has not incurred any indebtedness for borrowed money or made any loans or advances to any Personperson except for convertible debentures incurred and subsequently converted to Common Shares of the Company on or prior to the date hereof; (vi) there has been no waiver by Xxxxx the Company of a valuable right or of a material debt owed to it, including any right or indebtedness with a value in excess of $50,000; (vii) Xxxxx the Company has not failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of Xxxxx (as such business is presently conducted and as it is proposed to be conducted); (viii) there has not been any damage, destruction or loss, whether or not covered by insurance, resulting in a Material Adverse Effect on the condition of materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of Xxxxxthe Business; (ix) there has not been any material change in any compensation arrangement (including, without limitation, benefits) or agreement with any employee or consultant of Xxxxxthe Company; (x) there has not been any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of Xxxxxrelated to the Business; (xi) there has not been any resignation or termination of employment of any key officer or employee or consultant of Xxxxx the Company and Xxxxx, to the best of its knowledge, Company does not know of the impending resignation or termination of employment of any such officer officer, employee or employeeconsultant; (xii) there has been no receipt change in the accounting or tax methods or procedures of notice that there has been a loss of, or material order cancellation by, any major customer of Xxxxx; (xiii) there has been no mortgage, pledge or transfer of a security interest in, or lien, created by Xxxxx with respect to any of its material properties or assets, except liens for taxes not yet due or payable; (xiv) there has been no loans or guarantees made by Xxxxx to or for the benefit of its employees, officers or directors, Company or any members of their immediate families, other than travel advances and other advances made in transaction involving or development affecting the Business outside the ordinary course of its businessbusiness consistent with past practice; and (xvxiii) there has been no agreement or commitment by Xxxxx the Company to do or perform any of the acts described in this Section 3.62.6.

Certain Changes or Events. Other than transactions entered Except as set forth in Part 2.6 of Schedule 1 and for the merger (the "MERGER") of TSI Maryland with and into in connection with this MergerTSI on October 31, 1996 pursuant to the Agreement and Plan of Reorganization of TSI Maryland and TSI dated as of October 16, 1996 and the Articles of Merger dated October 18, 1996, complete and correct copies of which have been delivered by TSI to Alcatel, since October 1August 31, 1997, 1996 the business of Xxxxx each of the Companies has been operated only in the ordinary course, course and consistent with past practice, and and, in addition to, to and not in limitation of the foregoing: (i) there has been no change in the Condition of Xxxxxany of the Companies, except for changes in the ordinary course of business consistent with past practice which have not hadbeen, individually or in the aggregate, Materially Adverse Effect on materially adverse to the Condition of XxxxxCompanies taken as a whole; (ii) there has been no change of Laws, no revocation or change in any Contract or Permit or right to do business, andand no other event or occurrence of any character, whether or not insured against, which has resulted in, or to the best knowledge of Xxxxx, no change of Laws which has resulted, or TSI could reasonably be expected to resultresult in, in a material adverse change in the Condition of Xxxxxthe Companies taken as a whole; (iii) Xxxxx TSI has not authorized or made any distributions ofdistributions, or declared or paid any dividends, upon or with respect to any of its capital stock, stock or other equity interests, nor has Xxxxx TSI redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests; (iv) Xxxxx none of the Companies has not entered into any material transaction, transaction other than in the ordinary course of business and consistent with past practice; (v) Xxxxx none of the Companies has not incurred any indebtedness for borrowed money or made any loans or advances to any Person; (vi) there has been no waiver by Xxxxx any of the Companies of a valuable right or of a material debt owed to it; (vii) Xxxxx none of the Companies has not failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not consistent with past practice as to Liens that are not, individually or in the aggregate, material to the Condition of Xxxxx (the Companies taken as such business is presently conducted and as it is proposed to be conducted)a whole; (viii) there has not been any damage, destruction or loss, whether or not covered by insurance, resulting in a Material Adverse Effect on the condition of the assets, properties, financial condition, operating results, prospects or business of Xxxxx; (ix) there has not been any no material change in any compensation compensation, arrangement or agreement with any employee of Xxxxx; employee, director, shareholder or Affiliate (xas defined below) there has not been any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of Xxxxx; (xi) there has not been any resignation or termination of employment of any key officer or employee of Xxxxx and Xxxxx, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer or employee; (xii) there has been no receipt of notice that there has been a loss of, or material order cancellation by, any major customer of Xxxxx; (xiii) there has been no mortgage, pledge or transfer of a security interest in, or lien, created by Xxxxx with respect to any of its material properties or assets, except liens for taxes not yet due or payable; (xiv) there has been no loans or guarantees made by Xxxxx to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its businessCompany; and (xvix) there has been no agreement or commitment by Xxxxx any of the Companies to do or perform any of the acts described in this Section 3.62.6. For purposes of this Agreement, an "AFFILIATE" of a specified Person shall mean a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified.

Certain Changes or Events. Other than transactions entered into in connection with this MergerSince June 30, since October 12001, 1997, the business of Xxxxx has been operated only in the ordinary course, consistent with past practice, and in addition to, and not in limitation of the foregoing: (i) there has been no change in the Condition of Xxxxxthe Company, except for changes in the ordinary course of business consistent with past practice which have not hadbeen, in the aggregate, Materially Adverse Effect on materially adverse to the Condition of XxxxxCompany; (ii) there has been no change of Laws (as defined in Section 2.12 hereof), no revocation or change in any Contract (as defined in Section 2.8 hereof) or Permit (as defined in Section 2.12 hereof) or right to do business, andand no other event or occurrence of any character, to the best knowledge of Xxxxxwhether or not insured against, no change of Laws which has resulted, or could reasonably be expected to result, in a material adverse change in the Condition of Xxxxxthe Company; (iii) Xxxxx the Company has not authorized or made any distributions ofdistributions, or declared or paid any dividends, upon or with respect to any of its capital stock, or other equity interests, nor has Xxxxx the Company redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests; (iv) Xxxxx Except as set forth in part 2.6 of Schedule 1, the Company has not entered into any material transaction, other than in the ordinary course of business and consistent with past practice; (v) Xxxxx except as set forth in Schedule 4 the Company has not incurred any indebtedness Indebtedness for borrowed money or made any loans or advances to any Person; (vi) there has been no waiver by Xxxxx the Company of a valuable material right or of a material debt owed to it; (vii) Xxxxx the Company has not failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of Xxxxx the Company (as such business is presently conducted and as it is proposed to be conducted); and (viii) there has not been any damage, destruction or loss, whether or not covered by insurance, resulting in a Material Adverse Effect on the condition of the assets, properties, financial condition, operating results, prospects or business of Xxxxx; (ix) there has not been any no material change in any compensation compensation, arrangement or agreement with any employee employee, director, shareholders or Affiliate (as defined below). "Affiliate" of Xxxxx; (x) there has not been any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of Xxxxx; (xi) there has not been any resignation or termination of employment of any key officer or employee of Xxxxx and Xxxxx, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer or employee; (xii) there has been no receipt of notice a specified Person shall mean a Person that there has been a loss ofdirectly, or material order cancellation indirectly through one or more intermediaries, controls or is controlled by, any major customer of Xxxxx; (xiii) there has been no mortgageor is under common control with, pledge or transfer of a security interest inthe Person specified and, or lien, created by Xxxxx with respect as to any of its material properties or assetsPerson that is an individual, except liens for taxes not yet due or payable; (xiv) there has been no loans or guarantees made by Xxxxx to or for the benefit of its employeessuch individual's spouse, officers or directorsparents, or any members of their immediate familiesgrandparents, other than travel advances siblings and other advances made in the ordinary course of its business; and (xv) there has been no agreement or commitment by Xxxxx to do or perform any of the acts described in this Section 3.6lineal descendants.

Certain Changes or Events. Other than transactions entered into in connection with this MergerSince June 30, since October 12003, 1997, the business of Xxxxx has been operated only in the ordinary course, consistent with past practice, and in addition to, and not in limitation of the foregoing: (i) there has been no change in the Condition condition of Xxxxxthe Company, except for changes in the ordinary course of business consistent with past practice which have not hadbeen, in the aggregate, Materially Adverse Effect on materially adverse to the Condition of XxxxxCompany; (ii) there has been no change of Laws (as defined herein), no revocation or change in any Contract (as defined herein) or Permit (as defined herein) or right to do business, andand no other event or occurrence of any character, to the best knowledge of Xxxxxwhether or not insured against, no change of Laws which has resulted, or could reasonably be expected to result, in a material adverse change in the Condition of Xxxxxthe Company; (iii) Xxxxx the Company has not authorized or made any distributions ofdistributions, or declared or paid any dividends, upon or with respect to any of its capital stock, or other equity interests, nor has Xxxxx the Company redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests; (iv) Xxxxx Except as set forth in Part 7.6 of Schedule 1 , the Company has not entered into any material transaction, other than in the ordinary course of business and consistent with past practice; (v) Xxxxx except as set forth in Part 7.6 of Schedule 1 , the Company has not incurred any indebtedness for borrowed money or made any loans or advances to any Person; (vi) there has been no waiver by Xxxxx the Company of a valuable material right or of a material debt owed to it; (vii) Xxxxx the Company has not failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of Xxxxx the Company (as such business is presently conducted and as it is proposed to be conducted); and (viii) there has not been any damage, destruction or loss, whether or not covered by insurance, resulting in a Material Adverse Effect on the condition of the assets, properties, financial condition, operating results, prospects or business of Xxxxx; (ix) there has not been any no material change in any compensation compensation, arrangement or agreement with any employee employee, director, shareholders or Affiliate (as defined herein). " Affiliate " of Xxxxx; (x) there has not been any salea specified Person shall mean a Person that directly or indirectly through one or more intermediaries, assignment controls or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of Xxxxx; (xi) there has not been any resignation or termination of employment of any key officer or employee of Xxxxx and Xxxxx, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer or employee; (xii) there has been no receipt of notice that there has been a loss ofis controlled by, or material order cancellation byis under common control with, any major customer of Xxxxx; (xiii) there has been no mortgagethe Person specified and, pledge or transfer of a security interest in, or lien, created by Xxxxx with respect as to any of its material properties or assetsPerson that is an individual, except liens for taxes not yet due or payable; (xiv) there has been no loans or guarantees made by Xxxxx to or for the benefit of its employeessuch individual's spouse, officers or directorsparents, or any members of their immediate familiesgrandparents, other than travel advances siblings and other advances made in the ordinary course of its business; and (xv) there has been no agreement or commitment by Xxxxx to do or perform any of the acts described in this Section 3.6lineal descendants.

Certain Changes or Events. Other than transactions entered into in connection with this Mergerthe Merger (as defined in Section 2.24), since October 1December 31, 1997, 1996 the business of Xxxxx the Company has been operated only in the ordinary course, consistent with past practice, and in addition to, and not in limitation of the foregoing: (i) there has been no change in the Condition of Xxxxxthe Company, except for changes in the ordinary course of business consistent with past practice which have not hadbeen, in the aggregate, Materially Adverse Effect on materially adverse to the Condition of XxxxxCompany; (ii) there has been no revocation or change in any Contract or Permit or right to do business, and, to the best knowledge of Xxxxxthe Company, no change of Laws which has resulted, or could reasonably be expected to result, in a material adverse change in the Condition of Xxxxxthe Company; (iii) Xxxxx the Company has not authorized or made any distributions of, or declared or paid any dividends, upon or with respect to any of its the capital stockstock of the Company or the Subsidiary, or other equity interests, nor has Xxxxx the Company redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests; (iv) Xxxxx the Company has not entered into any transaction with a value in excess of $50,000 or other material transaction, other than in the ordinary course of business and consistent with past practice; (v) Xxxxx the Company has not incurred any indebtedness Indebtedness for borrowed money or made any loans or advances to any PersonPerson except for convertible debentures incurred and subsequently converted to Common Shares of the Company on or prior to the date hereof; (vi) there has been no waiver by Xxxxx the Company of a valuable right or of a material debt owed to it, including any right or Indebtedness with a value in excess of $50,000; (vii) Xxxxx the Company has not failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of Xxxxx Lien (as such business is presently conducted and as it is proposed to be conducteddefined in Section 2.7 below); (viii) there has not been any damage, destruction or loss, whether or not covered by insurance, resulting in a Material Adverse Effect on the condition of materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of Xxxxxthe Company (as such business is presently conducted and as it is proposed to be conducted); (ix) there has not been any material change in any compensation arrangement (including, without limitation, benefits) or agreement with any employee or consultant of Xxxxxthe Company; (x) there has not been any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of Xxxxxthe Company; (xi) there has not been any resignation or termination of employment of any key officer or employee or consultant of Xxxxx the Company and Xxxxxthe Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer officer, employee or employeeconsultant; (xii) there has been no receipt of notice that there has been a loss of, or material order cancellation by, any major customer of Xxxxxthe Company; (xiii) there has been no mortgage, pledge or transfer of a security interest in, or lien, created or suffered to exist by Xxxxx the Company with respect to any of its material properties or assets, except liens Liens for taxes not yet due or payable; (xiv) there has have been no loans or guarantees made by Xxxxx the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its businessbusiness consistent with past practice; (xv) any change in the accounting, pricing, inventory, credit, financial reporting or tax methods or procedures of the Company or Subsidiary or any other transaction involving or development affecting the Company or Subsidiary outside the ordinary course of business consistent with past practice; and (xvxvi) there has been no agreement or commitment by Xxxxx the Company to do or perform any of the acts described in this Section 3.62.6.

Certain Changes or Events. Other than transactions entered into Except as set forth in connection with this MergerPart 2.6 of Schedule 1, since October 1June 30, 1997, the business of Xxxxx each of the Companies has been operated only in the ordinary course, consistent with past practice, and in addition to, and not in limitation of the foregoing: (i) there has been no change in the Condition of Xxxxxany of the Companies, except for changes in the ordinary course of business consistent with past practice which have not hadbeen, in the aggregate, Materially Adverse Effect on materially adverse to the Condition of XxxxxCompanies taken as a whole; (ii) there has been no change of Laws, no revocation or change in any Contract or Permit or right to do business, andand no other event or occurrence of any character, to the best knowledge of Xxxxxwhether or not insured against, no change of Laws which has resulted, or could reasonably be expected to result, in a material adverse change in the Condition of Xxxxxthe Companies taken as a whole; (iii) Xxxxx except as reflected in the Unaudited Financials, the Company has not authorized or made any distributions ofdistributions, or declared or paid any dividends, upon or with respect to any of its capital stock, or other equity interests, nor has Xxxxx the Company redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests; (iv) Xxxxx none of the Companies has not entered into any material transaction, other than in the ordinary course of business and consistent with past practice, which is material to the Companies taken as a whole; (v) Xxxxx except as reflected in the Unaudited Financials, none of the Companies has not incurred any indebtedness for borrowed money or made any loans or advances to any Person; (vi) there has been no waiver by Xxxxx any of the Companies of a valuable right or of a material debt owed to it; (vii) Xxxxx none of the Companies has not failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of Xxxxx the Companies taken as a whole (as such business is presently conducted and as it is proposed to be conducted); (viii) there has not been any damage, destruction or loss, whether or not covered by insurance, resulting in a Material Adverse Effect on the condition of the assets, properties, financial condition, operating results, prospects or business of Xxxxx; (ix) there has not been any no material change in any compensation compensation, arrangement or agreement with any employee of Xxxxx; key employee, director, stockholder or Affiliate (x) there has not been any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of Xxxxx; (xi) there has not been any resignation or termination of employment of any key officer or employee of Xxxxx and Xxxxx, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer or employee; (xii) there has been no receipt of notice that there has been a loss of, or material order cancellation by, any major customer of Xxxxx; (xiii) there has been no mortgage, pledge or transfer of a security interest in, or lien, created by Xxxxx with respect to any of its material properties or assets, except liens for taxes not yet due or payable; (xiv) there has been no loans or guarantees made by Xxxxx to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its businessas defined below); and (xvix) there has been no agreement or commitment by Xxxxx any of the Companies to do or perform any of the acts described in this Section 3.62.6. "Affiliate" of a specified Person shall mean a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified.

Certain Changes or Events. Other than transactions entered into Except as set forth in connection with this MergerPart 2.6 of Schedule 2 hereto, since October 1June 30, 19971999, the business of Xxxxx each of the Companies has been operated only in the ordinary course, consistent with past practice, and in addition to, and not in limitation of the foregoing: (i) there has been no change in the Condition of Xxxxxany of the Companies, except for changes in the ordinary course of business consistent with past practice which have not hadbeen, in the aggregate, Materially Adverse Effect on the Condition of Xxxxxmaterially adverse to any such Company; (ii) there has been no change of Laws, no revocation or change in any Contract or Permit or right to do business, andand no other event or occurrence of any character, to the best knowledge of Xxxxxwhether or not insured against, no change of Laws which has resulted, or could reasonably be expected to result, in a material adverse change in the Condition of Xxxxxthe Companies, taken as a whole; (iii) Xxxxx the Company has not authorized or made any distributions ofdistributions, or declared or paid any dividends, upon or with respect to any of its capital stock, or other equity interests, nor has Xxxxx the Company redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests; (iv) Xxxxx none of the Companies has not entered into any material transaction, other than in the ordinary course of business and consistent with past practice; (v) Xxxxx none of the Companies has not incurred any indebtedness for borrowed money or made any loans or advances to any Person; (vi) there has been no waiver by Xxxxx any of the Companies of a valuable material right or of a material debt owed to it; (vii) Xxxxx none of the Companies has not failed to satisfy or discharge any LienLien (as defined in Section 2.7 below), except in the ordinary course of business and which is not material to the Condition of Xxxxx any such Company (as such business is presently conducted and as it is proposed to be conductedconducted consistent with the Business Plan (as such term is defined in Section 2.23 below)); (viii) there has not been any damage, destruction or loss, whether or not covered by insurance, resulting in a Material Adverse Effect on the condition of the assets, properties, financial condition, operating results, prospects or business of Xxxxx; (ix) there has not been any no material change in any compensation compensation, arrangement or agreement with any employee of Xxxxx; employee, director, stockholder or Affiliate thereof (x) there has not been any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of Xxxxx; (xi) there has not been any resignation or termination of employment of any key officer or employee of Xxxxx and Xxxxx, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer or employee; (xii) there has been no receipt of notice that there has been a loss of, or material order cancellation by, any major customer of Xxxxx; (xiii) there has been no mortgage, pledge or transfer of a security interest in, or lien, created by Xxxxx with respect to any of its material properties or assets, except liens for taxes not yet due or payable; (xiv) there has been no loans or guarantees made by Xxxxx to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its businessas defined below); and (xvix) there has been no agreement or commitment by Xxxxx any of the Companies to do or perform any of the acts described in this Section 3.62.6. "Affiliate" of a specified Person shall mean a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified.

Certain Changes or Events. Other than transactions entered into in connection with this MergerSince March 31, since October 12002, 1997, the business of Xxxxx has been operated only in the ordinary course, consistent with past practice, and in addition to, and not in limitation of the foregoing: (i) there has been no change in the Condition of Xxxxxthe Company, except for changes in the ordinary course of business consistent with past practice which have not hadbeen, in the aggregate, Materially Adverse Effect on materially adverse to the Condition of XxxxxCompany; (ii) there has been no change of Laws (as defined in Section 3.12 hereof), no revocation or change in any Contract (as defined in Section 3.8 hereof) or Permit (as defined in Section 3.12 hereof) or right to do business, andand no other event or occurrence of any character, to the best knowledge of Xxxxxwhether or not insured against, no change of Laws which has resulted, or could reasonably be expected to result, in a material adverse change in the Condition of Xxxxxthe Company; (iii) Xxxxx the Company has not authorized or made any distributions ofdistributions, or declared or paid any dividends, upon or with respect to any of its capital stock, or other equity interests, nor has Xxxxx the Company redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests; (iv) Xxxxx Except as set forth in Part 3.6 of Schedule 3, the Company has not entered into any material transaction, other than in the ordinary course of business and consistent with past practice; (v) Xxxxx except as set forth in Schedule 3 the Company has not incurred any indebtedness Indebtedness for borrowed money or made any loans or advances to any Person; (vi) there has been no waiver by Xxxxx the Company of a valuable material right or of a material debt owed to it; (vii) Xxxxx the Company has not failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of Xxxxx the Company (as such business is presently conducted and as it is proposed to be conducted); and (viii) there has not been any damage, destruction or loss, whether or not covered by insurance, resulting in a Material Adverse Effect on the condition of the assets, properties, financial condition, operating results, prospects or business of Xxxxx; (ix) there has not been any no material change in any compensation compensation, arrangement or agreement with any employee employee, director, shareholders or Affiliate (as defined below). "Affiliate" of Xxxxx; (x) there has not been any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of Xxxxx; (xi) there has not been any resignation or termination of employment of any key officer or employee of Xxxxx and Xxxxx, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer or employee; (xii) there has been no receipt of notice a specified Person shall mean a Person that there has been a loss ofdirectly, or material order cancellation indirectly through one or more intermediaries, controls or is controlled by, any major customer of Xxxxx; (xiii) there has been no mortgageor is under common control with, pledge or transfer of a security interest inthe Person specified and, or lien, created by Xxxxx with respect as to any of its material properties or assetsPerson that is an individual, except liens for taxes not yet due or payable; (xiv) there has been no loans or guarantees made by Xxxxx to or for the benefit of its employeessuch individual's spouse, officers or directorsparents, or any members of their immediate familiesgrandparents, other than travel advances siblings and other advances made in the ordinary course of its business; and (xv) there has been no agreement or commitment by Xxxxx to do or perform any of the acts described in this Section 3.6lineal descendants.