Common use of Certain Developments Clause in Contracts

Certain Developments. Except as qualified and disclosed in Disclosure Schedule 4.6, since the Balance Sheet Date, the Company has conducted the Business in the ordinary course of business and there has occurred no facts, events, developments, or circumstances which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. Since the Balance Sheet Date, the Company has not: (a) sold, leased, assigned, licensed, transferred, or other disposed of any of its property or assets or portion thereof (other than sales of inventory and collection of accounts receivable in the ordinary course of business) or subjected them to any additional Liens; (b) purchased, leased, or otherwise acquired of the right to own, use, or lease any property or assets for an amount in excess of $50,000, individually or in the aggregate; (c) suffered any theft, damage, destruction, or casualty loss exceeding $50,000 in the aggregate, whether or not covered by insurance; (d) declared, set aside, or paid any distribution of property or assets other than Cash on Hand to any Member with respect to its equity; (e) amended, restated, or amended and restated, or authorized any of the foregoing to, its articles of organization, operating agreement, or any other organizational document; (f) issued, sold, or transferred any of its equity interests, securities convertible into its equity interests, or warrants, options, or other rights to convert into, exchange or acquire its equity interests; (g) split, combined, or reclassified any equity interests; (h) sold, assigned, transferred, or permitted to lapse any material interest in any Intellectual Property of the Company; (i) abandoned, allowed a lapse, or failed to maintain in full force and effect any Intellectual Property of the Company; (j) created any Lien on any equity interests; (k) other than in the ordinary course of business and the Company’s standard employee review process, made or granted any bonus or any material wage or salary or compensation increase to any employee, independent contractor, or group of employees, entered into any employment, sale bonus, stay bonus or severance Contract with any officer or employee of the Company, or made or granted any increase in any Employee Benefit Plans, amended, modified, or terminated any Employee Benefit Plans or adopted any Employee Benefit Plans; (l) hired or promoted any person as or to an officer position; (m) terminated any employee of the Company with an annual salary in excess of $50,000 or terminated any other employee of the Company outside the ordinary course of business; (n) adopted any profit sharing, bonus, deferred compensation, retirement agreement or plan or other Employee Benefit Plan for or with any current or former employee, officer, or consultant of the Company; (o) changed any of its accounting (financial or Tax) policies, practices, or procedures; (p) entered into, accelerated, materially modified, terminated, or received written notice of termination of any Material Contract or Contract or transaction (or series of related Contracts or transactions) involving a total remaining commitment by or to the Company of at least $50,000; (q) incurred, assumed, or guaranteed any Indebtedness except unsecured current obligations and Liabilities incurred in the ordinary course of business; (r) entered into any settlement, conciliation, or similar Contract, released any claims possessed by it, canceled any Indebtedness owed to it or waived any rights of value, in each case, involving amounts in excess of $50,000; (s) made any capital expenditures or commitments for capital expenditures that aggregate in excess of $50,000 or entered into any lease of capital equipment or real property; (t) entered into any transaction with the Members, officers of the Company, or Affiliates thereof; (u) conducted its cash management customs and practices other than in the ordinary course of business and in compliance with applicable Law; (v) entered into any Contracts containing any restrictive business covenants; (w) adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) acquired by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, or other equity of, or by any other manner, any business or any Person or any division thereof; or (y) committed or agreed to do any of the foregoing.

Certain Developments. Except as qualified and disclosed in Disclosure set forth on Schedule 4.6, since during the Balance Sheet period beginning on January 1, 2007 and ending on the Closing Date, the Company has conducted the Business in the ordinary course of business and there has occurred no facts, events, developments, or circumstances which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. Since the Balance Sheet Date, the Company Seller has not: (a) sold, leased, assigned, licensed, transferred, or other disposed of any of its property or assets or portion thereof (other than sales of inventory and collection of accounts receivable in the ordinary course of business) or subjected them to any additional Liens; (b) purchased, leased, or otherwise acquired of the right to own, use, or lease any property or assets for an amount in excess of $50,000, individually or in the aggregate; (c) suffered any theft, damage, destruction, destruction or casualty loss exceeding $50,000 to any Asset or any portion of the Assets, or any substantial destruction of its books and records (in the aggregate, each case whether or not covered by insurance); (b) sold, leased, assigned or transferred any Asset or any portion of the Assets (other than dispositions of obsolete or worn-out Assets disposed of in the Ordinary Course and dispositions of Assets which have been replaced with Assets of equal or greater value and utility); (c) waived any right of material value under the Assumed Contracts or relating to the Business, or the Assets; (d) declaredaccelerated, set asideterminated, modified, or paid cancelled any distribution Assumed Contract or other agreement, contract, lease, or license (or series of property related agreements, contracts, leases, and licenses) relating to the Business or assets other the Assets involving more than Cash on Hand to any Member with respect to its equity;$5,000 (individually or in the aggregate), (e) amended, restated, or amended and restated, or authorized imposed any Lien upon any of the foregoing toAssets, its articles of organization, operating agreement, tangible or intangible (other than a Permitted Lien or any other organizational documentLien for which Seller has delivered to Buyer an executed authorization for Buyer (or its lenders) to file all appropriate UCC termination statements); (f) issued, sold, delayed or transferred any postponed the payment of its equity interests, securities convertible into its equity interests, or warrants, options, accounts payable or other rights Liabilities relating to convert into, exchange the Business or acquire its equity intereststhe Assets outside the Ordinary Course; (g) splitentered into any employment contract or collective bargaining agreement relating to the Business or the Assets, combinedwritten or oral, or reclassified modified the terms of any equity interestsexisting such contract or agreement; (h) sold, assigned, transferred, or permitted to lapse any material interest in any Intellectual Property of the Company; (i) abandoned, allowed a lapse, or failed to maintain in full force and effect any Intellectual Property of the Company; (j) created any Lien on any equity interests; (k) other than in the ordinary course of business and the Company’s standard employee review process, made or granted any bonus or any material wage or salary or compensation increase to any employee, independent contractor, or group of employees, entered into any employment, sale bonus, stay bonus or severance Contract with any officer or employee of the Company, or made or granted any increase in any Employee Benefit Plansadopted, amended, modified, or terminated any Employee bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, employees or consultants engaged in any respect in the Business (or taken any such action with respect to any other Benefit Plans Plan); (i) made any Tax election, adopted or adopted changed any Employee Benefit Plansaccounting method for Tax purposes, filed any amended Tax Return, consented to or entered into any closing agreement or similar agreement with any Taxing Authority, consented to or settled or compromised any Tax claim or assessment or taken any position inconsistent with any past practice on any Tax Return; (j) entered into any other transaction relating to the Business or the Assets other than in the Ordinary Course, or materially changed any material business practice relating to the Business; (k) made or granted any bonus or any wage, salary or compensation increase in excess of $5,000 per year to any employee or independent contractor engaged in any respect in the Business, except pursuant to the express terms of any Contract which is described on the attached Schedule 4.8(a): or (l) hired agreed or promoted any person as or to an officer position; (m) terminated any employee of the Company with an annual salary in excess of $50,000 or terminated any other employee of the Company outside the ordinary course of business; (n) adopted any profit sharing, bonus, deferred compensation, retirement agreement or plan or other Employee Benefit Plan for or with any current or former employee, officer, or consultant of the Company; (o) changed any of its accounting (financial or Tax) policies, practices, or procedures; (p) entered into, accelerated, materially modified, terminated, or received written notice of termination of any Material Contract or Contract or transaction (or series of related Contracts or transactions) involving a total remaining commitment by or to the Company of at least $50,000; (q) incurred, assumed, or guaranteed any Indebtedness except unsecured current obligations and Liabilities incurred in the ordinary course of business; (r) entered into any settlement, conciliation, or similar Contract, released any claims possessed by it, canceled any Indebtedness owed to it or waived any rights of value, in each case, involving amounts in excess of $50,000; (s) made any capital expenditures or commitments for capital expenditures that aggregate in excess of $50,000 or entered into any lease of capital equipment or real property; (t) entered into any transaction with the Members, officers of the Company, or Affiliates thereof; (u) conducted its cash management customs and practices other than in the ordinary course of business and in compliance with applicable Law; (v) entered into any Contracts containing any restrictive business covenants; (w) adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) acquired by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, or other equity of, or by any other manner, any business or any Person or any division thereof; or (y) committed or agreed to do any of the foregoing.

Certain Developments. Except as qualified and disclosed in Disclosure Schedule 4.6, since Since the Balance Sheet Date, the Company has conducted the its Business in the ordinary course of business and there has occurred no factsfact, eventsevent, developments, development or circumstances circumstance which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. Since Except as set forth on Schedule 4.6, since the Balance Sheet Date, the Company has not: : (ai) sold, leased, assigned, licensed, transferred, transferred or other disposed of any of its property or assets or portion thereof (other than sales of inventory and collection of accounts receivable in the ordinary course of business) or subjected them to any additional Liens; ; (bii) purchased, leased, or otherwise acquired of the right to own, use, use or lease any property or assets for an amount in excess of $50,000, individually or in the aggregate; ; (ciii) suffered any theft, damage, destruction, destruction or casualty loss exceeding $50,000 in the aggregate, whether or not covered by insurance; ; (div) declared, set aside, aside or paid any distribution of property or assets other than Cash on Hand to any Member with respect to its equity; ; (ev) amended, restated, restated or amended and restated, or authorized any of the foregoing to, its articles of organization, operating agreement, or any other organizational document; ; (fvi) issued, sold, sold or transferred any of its equity interests, securities convertible into its equity interests, or warrants, options, options or other rights to convert into, exchange or acquire its equity interests; ; (gvii) split, combined, combined or reclassified any equity interests; ; (hviii) sold, assigned, transferred, or permitted to lapse any material interest in any Intellectual Property of the Company; ; (iix) abandoned, allowed a lapse, or failed to maintain in full force and effect any Intellectual Property of the Company; ; (jx) created any Lien on any equity interests; ; (kxi) other than in the ordinary course of business and the Company’s standard employee review process, made or granted any bonus or any material wage or salary or compensation increase to any employee, independent contractor, employee or group of employees, entered into any employment, sale bonus, stay bonus or severance Contract with any officer or employee of the Company, or made or granted any increase in any Employee Benefit Plans, amended, modified, modified or terminated any Employee Benefit Plans or adopted any Employee Benefit Plans; ; (lxii) hired or promoted any person as or to an officer position; ; (m) terminated any employee of the Company with an annual salary in excess of $50,000 or terminated any other employee of the Company outside the ordinary course of business; (nxiii) adopted any profit sharing, bonus, deferred compensation, retirement agreement or plan or other Employee Benefit Plan for or with any current or former employee, officer, officer or consultant of the Company; ; (oxiv) changed any of its accounting (financial or Tax) policies, practices, practices or procedures; ; (pxv) entered into, accelerated, materially modified, terminated, or received written notice of termination of any Material Contract or Contract or transaction (or series of related Contracts or transactions) involving a total remaining commitment by or to the Company of at least $50,000; ; (qxvi) incurred, assumed, assumed or guaranteed any Indebtedness except unsecured current obligations and Liabilities incurred in the ordinary course of business; ; (rxvii) entered into any settlement, conciliation, conciliation or similar Contract, released any claims possessed by it, canceled any Indebtedness owed to it or waived any rights of value, in each case, involving amounts in excess of $50,000; ; (sxviii) made any capital expenditures or commitments for capital expenditures that aggregate in excess of $50,000 or entered into any lease of capital equipment or real property; ; (txix) entered into any transaction with the Members, officers of the Company, or Affiliates thereof; ; (uxx) conducted its cash management customs and practices other than in the ordinary course of business and in compliance with applicable Law; ; (vxxi) entered into any Contracts containing any restrictive business covenants; ; (wxxii) adopted any plan of merger, consolidation, reorganization, liquidation, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; ; (xxxiii) acquired by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, stock or other equity of, or by any other manner, any business or any Person or any division thereof; or or (yxxiv) committed or agreed to do any of the foregoing.