Common use of Change in Financial Condition and Assets Clause in Contracts

Change in Financial Condition and Assets. Except as set forth on Schedule 2.11 attached hereto, since the Balance Sheet Date, there has been no material adverse change in any of the Assets or any assets of BSA or BSG used in the Business or in the condition, financial or otherwise, of the Business. Without limiting the foregoing, except as set forth on Schedule 2.11, since the Balance Sheet Date, (a) neither BSA nor BSG has: (i) borrowed any amount or incurred or become subject to any liability, except current liabilities, liabilities under Contracts entered into and borrowings under banking facilities disclosed in the Schedules hereto; (ii) discharged or satisfied any Encumbrance or paid any obligation or liability other than current liabilities shown on the Current Balance Sheet (including regularly scheduled payments (but not prepayments) of long-term debt) and current liabilities incurred since the Balance Sheet Date in the ordinary course of the Business; (iii) failed to pay or discharge when due its liabilities or obligations; (iv) mortgaged, pledged or subjected to an Encumbrance any of its assets, tangible or intangible, (v) sold, assigned or transferred any of its tangible assets except in the ordinary course of the Business consistent with past practices; (vi) sold, assigned, transferred or granted any license with respect to any Intangible Property; (vii) made commitments or agreements for capital expenditures exceeding in the aggregate $25,000; (viii) received written notice of any actual or threatened labor trouble or strike or union organizing effort; (ix) granted any severance or termination pay; (x) except as set forth on Schedule 2.16, increased any compensation or benefits payable to any of its directors, officers, employees, independent contractors or consultants; (xi) made any material change in any method of accounting or accounting practice; (xii) declared, set aside or paid any dividend or made any distribution on any shares of its capital stock (whether in cash or in kind), or issued, sold, redeemed, purchased or acquired any shares (including any options, warrants or other rights with respect thereto) of its capital stock; (xiii) undertaken any revaluation of any of its assets, including, without limitation, writing down the value of Inventory or writing off notes or accounts receivables other than in the ordinary course of Business consistent with past practices; (xiv) made any material Tax election inconsistent with past practices or settled or compromised any material Tax liability; (xv) suffered any event causing a Material Adverse Effect, (xvi) suffered any material damage or destruction whether or not covered by insurance; (xvii) made any change in the manner or rate of billing or collections; or (xviii) entered into any commitment to do any of the foregoing; and (b) the Seller has not taken any of the foregoing actions or suffered any of the foregoing events, in each case with respect to the Business, except as otherwise contemplated hereby.

Change in Financial Condition and Assets. Except as set forth on Schedule 2.11 attached hereto, since the Balance Sheet Date, there has been no material adverse change in any of the Assets or any assets of BSA or BSG used in the Business or in the condition, financial or otherwise, of the BusinessMaterial Adverse Change. Without limiting the foregoing, except as set forth on Schedule 2.11, since the Balance Sheet Date, Date (a) neither BSA nor BSG hasBioSepra, S.A. has not: (i) borrowed any amount or incurred or become subject to any liability, except current liabilitiesliabilities set forth in the Current Balance Sheet, liabilities under Contracts entered into and borrowings under banking facilities disclosed in the Schedules hereto; in each case incurred or entered into in the ordinary course of business; (ii) discharged or satisfied any Encumbrance or paid any obligation or liability other than current liabilities shown on the Current Balance Sheet (including regularly scheduled payments (but not prepayments) of long-term debt) and current liabilities incurred since the Balance Sheet Date in the ordinary course of the Business; (iii) failed to pay or discharge when due its liabilities or obligations; (iv) mortgaged, pledged or subjected to an Encumbrance any of its assets, tangible or intangible, (v) sold, assigned or transferred any of its tangible assets except in the ordinary course of the Business consistent with past practices; (vi) sold, assigned, transferred or granted any license with respect to any Intangible Business Intellectual Property; (vii) made commitments or agreements for capital expenditures exceeding in the aggregate twenty-five thousand dollars ($25,000); (viii) received written notice of any actual or threatened labor trouble or strike or union organizing effort; (ix) granted any severance or termination pay; (x) except as set forth on Schedule 2.162.16(a), increased any compensation or benefits payable to any of its directors, officers, employees, independent contractors or consultantsconsultants or changed any of its employee benefit plans or programs (other than as required to comply with applicable laws); (xi) made any material change in any method of accounting or accounting practice; (xii) declared, set aside or paid any dividend or made any distribution on any shares of its capital stock (whether in cash or in kind), or issued, sold, redeemed, purchased or acquired any shares (including any options, warrants or other rights with respect thereto) of its capital stock; (xiii) undertaken any revaluation of any of its assets, including, without limitation, writing down the value of Inventory or writing off notes or accounts receivables other than in the ordinary course of Business the business consistent with past practices; (xiv) made any material Tax election inconsistent with past practices or settled or compromised any material Tax liability; (xv) suffered any event causing a Material Adverse Effect, (xvi) suffered any material damage or destruction whether or not covered by insurance; (xvii) made any change in the manner or rate of billing or collections; (xviii) made or suffered any material amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, except as otherwise disclosed in the Schedules to this Agreement; or (xviiiix) entered into any commitment to do any of the foregoing; and (b) the Seller has not taken any of the foregoing actions or suffered any of the foregoing events, in each case with respect to the BusinessBusiness or the Assets, except as otherwise expressly contemplated herebyhereby or by the Related Agreements.