Common use of Certain Changes or Events Clause in Contracts

Certain Changes or Events. Except as contemplated ------------------------- hereby and as set forth in Schedule 5.14 attached hereto, since December 31, ------------- 2003, through the date hereof, the Corporation has not: (a) incurred any loss (whether or not covered by insurance) with respect to any of its assets which caused a financial loss to the Corporation of Fifty Thousand Dollars ($50,000.00) or more, (b) undertaken any material change in accounting methods, principles or practices except as required by GAAP; (c) redeemed, repurchased or otherwise reacquired any of its equity securities; (d) made any increase in the benefits under, or established any material bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other employee benefit plan, or effected any increase in the compensation payable or to become payable to directors, officers or employees of the Business, except for any of the foregoing that are within the Ordinary Course of Business; (e) entered into any contract (or lease) or any material amendment to any contract (or lease) to which the Corporation is party or by which the Corporation is bound and for which the Corporation's aggregate obligations to pay money thereunder would be in excess of $50,000 or the Corporation would be obligated for a term in excess of three (3) years; (f) abandoned or permitted to lapse any of the Owned or Licensed Intellectual Property that is material to the Business; (g) permitted, allowed or suffered any of the assets of the Corporation to be subject to any Lien other than any such Liens incurred in the Ordinary Course of Business or Liens related to credit agreements in existence on the date hereof, or would not cause a Material Adverse Event; (h) acquired or made any investment in (by merger, exchange, consolidation, purchase or otherwise) any Person; (i) forgiven any material indebtedness owing to the Corporation or the waiver or release by the Corporation of any claims or rights of material value; (j) made any loan or advance to, or guarantee for the benefit of, any Person, in an amount in excess of $50,000; (k) incurred or assumed any liabilities, obligations or indebtedness for borrowed money or guaranteed any such liabilities or indebtedness in an amount in excess of $50,000, other than trade accounts payable incurred in the Ordinary Course of Business; (l) made any commitment by the Corporation to make any capital expenditure in excess of $25,000 per item or $100,000 in (i) any event, occurrence, development or state of circumstances or facts involving the Corporation which has had a Material Adverse Effect; (ii) any termination or termination threatened, in writing or orally, or substantial modification of the relationship of the Corporation with any material customer or supplier; or (iii) any material written cure, show cause, or termination notices received by the Corporation with respect to any Scheduled Contract, Scheduled Lease or Government Contract.

Certain Changes or Events. Except as contemplated ------------------------- hereby and by the Transactions, the Conveyance or as set forth in Schedule 5.14 attached hereto3.19, since December 3127, ------------- 2003, through 1996 none of the date hereof, the Corporation has notTransferred Entities have: (a) incurred any destruction or loss (whether or not covered by insurance) with respect to any of its assets Healthcare Assets which caused causes a financial loss to the Corporation Healthcare Business of Fifty Thousand Dollars ($50,000.00) 25,000 or more, ; (b) undertaken any material change in accounting methods, principles or practices except as required by GAAP; (c) redeemed, repurchased or otherwise reacquired any of its their equity securities; (d) made any increase in the benefits under, or established any material bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other employee benefit plan, or effected any increase in the compensation payable or to become payable to directors, officers or employees of the Healthcare Business, except for any of the foregoing that are within the Ordinary Course ordinary course of Businessbusiness, and except with respect to the Management Employment Agreements; (e) entered into any contract (or lease) or any material amendment to any contract (or lease) to which other than in the Corporation is party or by which the Corporation is bound and for which the Corporation's aggregate obligations to pay money thereunder would be in excess ordinary course of $50,000 or the Corporation would be obligated for a term in excess of three (3) yearsbusiness; (f) abandoned or permitted to lapse any of the Owned or Licensed Healthcare Intellectual Property Assets that is are material to the Healthcare Business; (g) permitted, allowed or suffered any of the their assets of the Corporation to be subject to any Lien other than any such Liens incurred in the Ordinary Course ordinary course of Business business or Liens related to credit agreements in existence on the date hereof, or would not cause a Material Adverse Event; (h) other than with respect to the acquisition of Franchisees' businesses, acquired or made any investment in (by merger, exchange, consolidation, purchase or otherwise) any Personcorporation or partnership or interest in any business organization or entity, outside of the ordinary course of business; (i) forgiven any material indebtedness owing to the Corporation or the waiver or release by the Corporation of any claims or rights of material valueindebtedness; (j) made any expenditure for a capital asset involving more than $50,000; (k) made any loan or advance to, or guarantee for the benefit of, any Personother person or entity, other than in an amount in excess the ordinary course of $50,000business; (kl) incurred or assumed any liabilities, obligations or indebtedness for borrowed money or guaranteed any such liabilities or indebtedness in an amount in excess of $50,000, other than trade accounts payable incurred in the Ordinary Course ordinary course of Businessbusiness; (lm) made sold any commitment by assets other than in the Corporation to make any capital expenditure in excess ordinary course of $25,000 per item business or $100,000 in (in) any eventagreed, occurrence, development or state of circumstances or facts involving the Corporation which has had a Material Adverse Effect; (ii) any termination or termination threatened, whether in writing or orallyotherwise, or substantial modification to do any of the relationship of the Corporation with any material customer or supplier; or (iii) any material written cure, show cause, or termination notices received by the Corporation with respect to any Scheduled Contract, Scheduled Lease or Government Contractforegoing.

Certain Changes or Events. Except as contemplated ------------------------- hereby Between the Balance Sheet Date and as set forth in Schedule 5.14 attached hereto, since December 31, ------------- 2003, through the date hereof, the Corporation has not: of this Agreement: (a) incurred the Acquired Companies have conducted the Business in the ordinary course consistent with past practice; (b) there has not been any loss event that has had or would reasonably be expected to have a Material Adverse Effect; (whether c) no Acquired Company has issued, sold, pledged or not covered by insurancedisposed of (i) with respect any capital stock (or other equity equivalents), except for issuances of Common Stock upon exercises of Company Options, or (ii) any options, warrants, rights of conversion or other rights, agreements, arrangements or commitments obliging any of the Acquired Companies to issue, transfer, deliver or sell any of its assets which caused a financial loss to the Corporation capital stock (or other equity equivalents); (d) no Acquired Company has declared, set aside or paid any dividend, or made any other distribution or capital return in respect of Fifty Thousand Dollars any shares of its capital stock ($50,000.00) or moreother equity equivalents), (b) undertaken any material change in accounting methodsor reclassified, principles or practices except as required by GAAP; (c) combined, split, subdivided, redeemed, repurchased or otherwise reacquired reacquired, directly or indirectly, any shares of its capital stock (or other equity securities; (dequivalents) or otherwise made any increase other changes with respect to its capital structure; (e) no Acquired Company has sold, exchanged, assigned, transferred, leased, licensed or otherwise disposed of, or agreed to sell, assign, exchange, transfer, lease, license or otherwise dispose of, any Business Assets, except in the benefits underordinary course of business consistent with past practice; (f) no Acquired Company has authorized, proposed, or established announced an intention to authorize or propose, entered into any agreements with respect to, or consummated any mergers, consolidations or other business combinations, or material acquisitions of assets (other than purchase of inventory in the ordinary course of business), stock, or other securities of any Person; (g) no Acquired Company has made any material bonuschange in any method of financial or Tax accounting or financial or Tax accounting practice used by an Acquired Company, insuranceother than such changes as are required by GAAP or Tax Law, severanceas applicable; (h) no Acquired Company has (i) entered into or amended any employment, deferred compensation, pensionseverance or similar agreement, retirementexcept any agreement with any non-U.S. employee providing for payments of less than $150,000 per annum; (ii) increased compensation payable, profit sharing, stock option, stock purchase or other employee benefit plan, or effected any increase in the compensation payable or to become payable payable, by an Acquired Company to any directors, officers or employees of the Business, except for any of the foregoing that are within the Ordinary Course of Business; an Acquired Company (e) entered into any contract (or lease) or any material amendment to any contract (or lease) to which the Corporation is party or by which the Corporation is bound and for which the Corporation's aggregate obligations to pay money thereunder would be in excess of $50,000 or the Corporation would be obligated for a term in excess of three (3) years; (f) abandoned or permitted to lapse any of the Owned or Licensed Intellectual Property that is material to the Business; (g) permitted, allowed or suffered any of the assets of the Corporation to be subject to any Lien other than any such Liens incurred increases made in the Ordinary Course ordinary course of Business or Liens related to credit agreements in existence on the date hereof, or would not cause a Material Adverse Event; (h) acquired or made any investment in (by merger, exchange, consolidation, purchase or otherwise) any Person; (i) forgiven any material indebtedness owing to the Corporation or the waiver or release by the Corporation of any claims or rights of material value; (j) made any loan or advance to, or guarantee for the benefit of, any Person, in an amount in excess of $50,000; (k) incurred or assumed any liabilities, obligations or indebtedness for borrowed money or guaranteed any such liabilities or indebtedness in an amount in excess of $50,000, other than trade accounts payable incurred in the Ordinary Course of Business; (l) made any commitment by the Corporation to make any capital expenditure in excess of $25,000 per item or $100,000 in (i) any event, occurrence, development or state of circumstances or facts involving the Corporation which has had a Material Adverse Effect; (ii) any termination or termination threatened, in writing or orally, or substantial modification of the relationship of the Corporation business consistent with any material customer or supplierpast practice); or (iii) adopted or entered into any material written cure, show causenew Company Benefit Plans, or termination notices received modified, amended or terminated any existing Company Benefit Plans (other than (y) as required by existing employment agreements or applicable Law or (z) any employment, deferred compensation, severance or similar agreement with any non-U.S. employee providing for payments of less than $150,000 per annum); (i) no Acquired Company has delayed or postponed the Corporation payment of accounts payable and other Liabilities outside the ordinary course of business, accelerated the collection of accounts receivable outside the ordinary course of business, materially increased its inventory levels outside the ordinary course of business or materially increased any reserve on its balance sheet; (j) no Acquired Company has created any Encumbrance on any of the Business Assets, incurred any Debt (other than under existing credit facilities in the ordinary course of business consistent with respect past practice), or made any loans, advances or capital contributions to, or investments in, any other Person (other than in the Acquired Companies or trade credit extensions in the ordinary course of business consistent with past practice); (k) no Acquired Company has settled, waived or released any Action or claim (or series thereof); (l) no Acquired Company has formed or caused to be formed any Scheduled ContractSubsidiary; (m) no Acquired Company has taken any action to terminate any current or former occurrence-based insurance policies; and (n) no Acquired Company has authorized, Scheduled Lease committed to or Government Contractentered into any agreement other than this Agreement, to take any actions specified in this Section 4.9.

Certain Changes or Events. Except Since the Balance Sheet Date, except as contemplated ------------------------- hereby and by this Agreement or as set forth in Schedule 5.14 attached hereto, since December 31, ------------- 2003, through Section 4.8 of the date hereofCompany Disclosure Schedule, the Corporation Company and its Subsidiaries have conducted the Business only in the ordinary course and there has not: not been: (a) incurred any loss event or development that would, individually or in the aggregate, have a Material Adverse Effect; (b) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, share or property) or redemption with respect to the Company Shares or any equity securities in the capital of any of the Company’s Subsidiaries (other than a wholly-owned Subsidiary); (c) any damage, destruction or loss, whether or not covered by insurance, that would, individually or in the aggregate, have a Material Adverse Effect; (d) with respect to any of its assets which caused a financial loss to the Corporation of Fifty Thousand Dollars ($50,000.00) or more, (b) undertaken any material change in accounting methods, principles or practices affecting the Company or its Subsidiaries, except as required by GAAP; (c) redeemed, repurchased or otherwise reacquired any of its equity securities; (d) made any increase in the benefits under, or established any material bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other employee benefit plan, or effected any increase in the compensation payable or to become payable to directors, officers or employees of the Business, except for any of the foregoing that are within the Ordinary Course of Business; ; (e) entered into any contract (or lease) or any material amendment change to any contract (or lease) to which the Corporation is party or by which the Corporation is bound and for which the Corporation's aggregate obligations to pay money thereunder would be in excess manner of $50,000 billing of, or the Corporation would be obligated for a term in excess of three (3) years; credit lines made available to, any Clients; (f) abandoned any transfer, assignment, sale or permitted to lapse any other disposition of the Owned or Licensed Intellectual Property that is material to the Business; (g) permitted, allowed or suffered any of the assets shown or reflected in the Balance Sheet or cancelled any debts or entitlements except, in each case, in the ordinary course of business consistent with past practice; (g) except for Permitted Encumbrances, any creation or permitting to exist any Encumbrance affecting any of the Corporation to be subject to any Lien other than any such Liens incurred in assets or property of the Ordinary Course of Business Company or Liens related to credit agreements in existence on the date hereof, or would not cause a Material Adverse Event; its Subsidiaries; (h) acquired any discharge or made satisfaction of any investment in (by merger, exchange, consolidation, purchase or otherwise) any Person; (i) forgiven any material indebtedness owing to the Corporation or the waiver or release Encumbrance by the Corporation Company or its Subsidiaries, or any payment of any claims Liability by the Company or rights of material value; (j) made any loan or advance to, or guarantee for the benefit of, any Person, in an amount in excess of $50,000; (k) incurred or assumed any liabilities, obligations or indebtedness for borrowed money or guaranteed any such liabilities or indebtedness in an amount in excess of $50,000, its Subsidiaries other than trade accounts payable incurred Liabilities included in the Ordinary Course Balance Sheet, Liabilities incurred since the date of Business; (l) the Balance Sheet in the ordinary course consistent with past practice and discharges and payments made any commitment by in the Corporation to make any capital expenditure in excess of $25,000 per item or $100,000 inordinary course consistent with past practice; (i) any eventgranting of bonuses, occurrencewhether monetary or otherwise, development or state made any general wage or salary increases in respect of circumstances the Company Employees, or facts involving changed the Corporation which has had terms of employment for any Company Employee or entered into a Material Adverse Effect; written contract with any Company Employee except in the ordinary course of business consistent with past practice; (iij) any termination hiring or termination threateneddismissal any senior Company Employees; (k) the engagement in any transaction, in writing the making of any loan or orallythe entering into any arrangement with any officer, director, partner, shareholder, Company Employee (whether current or substantial modification former or retired), consultant, independent contractor or agent of the relationship Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice; or (l) any authorization, agreement or otherwise committing to do any of the Corporation with any material customer or supplier; or (iii) any material written cure, show cause, or termination notices received by the Corporation with respect to any Scheduled Contract, Scheduled Lease or Government Contractforegoing.

Certain Changes or Events. Except as contemplated ------------------------- hereby and as set forth in Schedule 5.14 attached hereto, since December 31, ------------- 2003, through From the date hereofhereof until the Closing, except as specifically provided herein or with the Corporation has not: prior written consent of Buyer, Seller shall not (a) incurred make or become liable for any wage or salary increase, bonus, profit-sharing or incentive payment to any of the Designated Employees (as defined in Section 6.1), (b) sell or otherwise dispose of or encumber any of the properties or assets of the DE Brokerage Business other than in sales or dispositions in the ordinary course of business or in connection with normal repairs, renewals and replacements, (c) modify, amend or cancel any of the Leases or Contracts or enter into any commitments, contracts, agreements, leases, warranties, guarantees or understandings with respect to the DE Brokerage Business (x) other than in the ordinary course of business or (y) with an Affiliate of Seller or its employees (except for advertising in the ordinary course of business), (d) fail to operate the DE Brokerage Business in the customary manner and in the ordinary and regular course of business and to maintain its business premises and Equipment in such condition and state of repair as is sufficient to operate the DE Brokerage Business in the ordinary course, (e) cancel, settle or compromise any debt, claim or dispute related to the Purchased Assets or the DE Brokerage Business, other than in the ordinary course of business, (f) waive or release any rights of value relating to the Purchased Assets or the DE Brokerage Business, other than in the ordinary course of business, (g) transfer or grant any rights in or under any of its Intellectual Property Rights, (h) enter into any employment contract or other agreement with any Designated Employee or independent contractor, or make any loan to, or enter into any transaction of any other nature with any Designated Employee or independent contractor, or make any new grant under the Deferred Bonus Plan, or modify the terms of any existing grant under the Deferred Bonus Plan, (i) enter into any transaction, contract or commitment with respect to the Purchased Assets, other than in the ordinary course of business, (j) suffer any casualty loss or damage (whether or not such loss or damage shall have been covered by insurance) which materially affects its ability to conduct the DE Brokerage Business or materially affects the value of the Purchased Assets as carried on its books, (k) suffer any material adverse change in the financial condition or results of operations of the DE Brokerage Business or in the Purchased Assets, (l) take any other action which might adversely affect the interest of Buyer hereunder or diminish the value of the DE Brokerage Business as a going concern, (m) alter the manner of keeping the books, accounts or records of the DE Brokerage Business or the accounting practices therein reflected, (n) make any new Broker Loans, or extend or modify the terms of any existing Broker Loans, or (o) enter into any contract, agreement or commitment with respect to any of its assets which caused a financial loss to the Corporation of Fifty Thousand Dollars ($50,000.00) or more, (b) undertaken any material change in accounting methods, principles or practices except as required by GAAP; (c) redeemed, repurchased or otherwise reacquired any of its equity securities; (d) made any increase in the benefits underto, or established any material bonuspropose or authorize, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other employee benefit plan, or effected any increase in the compensation payable or to become payable to directors, officers or employees of the Business, except for any of the foregoing that are within the Ordinary Course of Business; (e) entered into any contract (or lease) or any material amendment to any contract (or lease) to which the Corporation is party or by which the Corporation is bound and for which the Corporation's aggregate obligations to pay money thereunder would be in excess of $50,000 or the Corporation would be obligated for a term in excess of three (3) years; (f) abandoned or permitted to lapse any of the Owned or Licensed Intellectual Property that is material to the Business; (g) permitted, allowed or suffered any of the assets of the Corporation to be subject to any Lien other than any such Liens incurred actions described in the Ordinary Course of Business or Liens related to credit agreements in existence on the date hereof, or would not cause a Material Adverse Event; foregoing clauses (ha) acquired or made any investment in through (by merger, exchange, consolidation, purchase or otherwise) any Person; (i) forgiven any material indebtedness owing to the Corporation or the waiver or release by the Corporation of any claims or rights of material value; (j) made any loan or advance to, or guarantee for the benefit of, any Person, in an amount in excess of $50,000; (k) incurred or assumed any liabilities, obligations or indebtedness for borrowed money or guaranteed any such liabilities or indebtedness in an amount in excess of $50,000, other than trade accounts payable incurred in the Ordinary Course of Business; (l) made any commitment by the Corporation to make any capital expenditure in excess of $25,000 per item or $100,000 in (i) any event, occurrence, development or state of circumstances or facts involving the Corporation which has had a Material Adverse Effect; (ii) any termination or termination threatened, in writing or orally, or substantial modification of the relationship of the Corporation with any material customer or supplier; or (iii) any material written cure, show cause, or termination notices received by the Corporation with respect to any Scheduled Contract, Scheduled Lease or Government Contractn).