Common use of Changes in Condition Clause in Contracts

Changes in Condition. Except as specifically contemplated by the Transaction Documents, since the Balance Sheet Date each member of the Company Group has operated its business and its assets in the ordinary course consistent with past practice, and furthermore: (A) None of the members of the Company Group has entered into any transaction that was not in the ordinary course of business. (B) There has been no Material Adverse Event (individually or when separate events are taken together) with respect to any member of the Company Group or the Company Group taken as a whole. (C) None of the members of the Company Group has incurred any obligation or liability except obligations or liabilities incurred in the ordinary course of business that do not exceed US$100,000 individually (or the equivalent thereof in another currency) or US$250,000 (or the equivalent thereof in another currency) in the collective aggregate. (D) There has been no resignation or termination of employment of any Senior Manager of any member of the Company Group, and to Guarantors’ actual knowledge, there is no impending resignation or termination of employment of any Senior Manager of any member of the Company Group. (E) There has been no labor dispute involving any member of the Company Group or any of its respective employees and, to Guarantors’ actual knowledge, none is pending or threatened. (F) There has been no material change in any compensation arrangement or agreement with any employee of any member of the Company Group. (G) There have been no loans or guarantees made by any member of the Company Group to or for the benefit of any Person, other than travel advances and other advances made to employees in the ordinary course of business. (H) There has been no waiver by any member of the Company Group of a material right or debt owing to such member. (I) No member of the Company Group has purchased, acquired, sold, leased, granted a security interest in, pledged, mortgaged, created a lien in, or otherwise transferred a material portion of any material asset, whether tangible or intangible, other than the sale of inventory in the ordinary course of business and other than the creation of liens for taxes not yet due or payable. (J) There has been no material change to a Material Contract (as defined below), no member of the Company Group has entered or terminated a Material Contract, and there has been no change to the charter document of any member of the Company Group. (K) There has been no declaration, setting aside or payment or other distribution in respect of any of the share capital of any member of the Company Group, or any direct or indirect redemption, purchase or other acquisition of any such share capital by any member of the Company Group. (L) No member of the Company Group has incurred any indebtedness for money borrowed. (M) There has been no agreement or commitment by any member of the Company Group to do any of the things described in this Section 3.8.

Changes in Condition. Except as specifically contemplated by set forth in this Agreement or in the Transaction DocumentsSEC Reports, since the Balance Sheet Date each member of March 24, 2006, (a) the Company Group has operated its business and its assets in the ordinary course consistent with past practice, and furthermore: (A) None of the members of the Company Group has not entered into any transaction that which was not in the ordinary course of business. , (Bb) There there has been no Material Adverse Event Event, (individually or when separate events are taken togetherc) with respect to any member of the Company Group or the Company Group taken as a whole. (C) None of the members of the Company Group has not incurred any obligation or liability except obligations or liabilities incurred in the ordinary course of business that do not exceed US$100,000 individually material tax liability, (or the equivalent thereof in another currencyd) or US$250,000 (or the equivalent thereof in another currency) in the collective aggregate. (D) There there has been no resignation or termination of employment of any Senior Manager of any member executive officer or key employee of the Company Group, and to Guarantors’ actual knowledge, there is no the Company does not know of any impending resignation or termination of employment of any Senior Manager of any member of the Company Group. such officer or key employee, (Ee) There there has been no labor dispute involving any member of the Company Group or any of its respective employees and, to Guarantors’ actual the Company’s knowledge, none is pending or threatened. , (Ff) There there has been no waiver by the Company of a valuable right or of a debt owing to the Company, (g) there has not been any satisfaction or discharge of any material lien, claim or encumbrance or any payment of any material obligation by the Company except in the ordinary course of business, (h) there has been no direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the ordinary course of business, (i) there has been no material change in any compensation arrangement or agreement with any executive officer, director, key employee or shareholder, (j) the Company has not declared or paid any dividend or other distribution of assets of the Company, (k) there has not been any sale, assignment or transfer of any member of Intellectual Property, (l) the Company Group. (G) There have been no loans has not incurred, assumed or guarantees made by guaranteed any member of the Company Group to debt, obligation or liability except for the benefit of any Person, other than travel advances immaterial amounts and other advances made to employees in the ordinary course of business. (H) There has been no waiver by any member of the Company Group of a material right or debt owing to such member. (I) No member of the Company Group has purchased, acquired, sold, leased, granted a security interest in, pledged, mortgaged, created a lien in, or otherwise transferred a material portion of any material asset, whether tangible or intangible, other than the sale of inventory for current liabilities incurred in the ordinary course of business which are not, in the aggregate, material, and other than the creation of liens for taxes (m) there has not yet due or payable. (J) There has been no material any change to in a Material Contract (as defined below), no member to which the Company is a party or by which it is bound which would result in a Material Adverse Event and to the knowledge of the Company Group has entered no other fact or terminated event is likely to occur, with or without the passage of time, which could reasonably be expected to result in a Material Contract, and there has been no change to the charter document of any member of the Company GroupAdverse Event. (K) There has been no declaration, setting aside or payment or other distribution in respect of any of the share capital of any member of the Company Group, or any direct or indirect redemption, purchase or other acquisition of any such share capital by any member of the Company Group. (L) No member of the Company Group has incurred any indebtedness for money borrowed. (M) There has been no agreement or commitment by any member of the Company Group to do any of the things described in this Section 3.8.

Changes in Condition. Except as specifically contemplated by the Transaction DocumentsDocuments and disclosed in Schedule 3.9 of the Disclosure Schedule, since the Balance Sheet Date Date, each member of the Group Company Group has operated its business the Business and its assets in the ordinary course consistent with past practice, and furthermore: (A) None of the members of the Company Group Companies has entered into any transaction that was not in the ordinary course of business. (B) There has been no Material Adverse Event (individually or when separate events are taken together) with respect to any member of the Company Group or the Company Group taken as a wholeEvent. (C) None of the members of the Company Group Companies has incurred any obligation or liability except obligations or liabilities incurred in the ordinary course of business that do not exceed US$100,000 500,000 individually (or the equivalent thereof in another currency) or US$250,000 2,000,000 (or the equivalent thereof in another currency) in the collective aggregate. (D) There has been no resignation or termination of employment of any Senior Manager of any member of the Company GroupGroup Company, and to Guarantors’ the actual knowledgeknowledge of the Warrantors, there is no impending resignation or termination of employment of any Senior Manager of any member of the Company GroupGroup Company. (E) There has been no labor dispute involving any member of the Group Company Group or any of its respective employees and, to Guarantors’ the actual knowledgeknowledge of the Warrantors, none is pending or threatened. (F) There has been no material change in any compensation arrangement or agreement with any employee of any member of the Company GroupGroup Company. (G) There have been no loans or guarantees made by any member of the Group Company Group to or for the benefit of any Person, other than travel advances and other advances made to employees in the ordinary course of business. (H) There has been no waiver by any member of the Group Company Group of a material right or debt owing to such member. (I) No member None of the Company Group Companies has purchased, acquired, sold, leased, granted a security interest in, pledged, mortgaged, created a lien in, or otherwise transferred a material portion of any material asset, whether tangible or intangible, other than the sale of inventory in the ordinary course of business and other than the creation of liens for taxes not yet due or payable. (J) There has been no material change to a Material Contract (as defined below)Contract, no member of the Group Company Group has entered into or terminated a Material Contract, and there has been no change to the charter document documents of any member of the Company GroupGroup Company. (K) There has been no declaration, setting aside or payment or other distribution in respect of any of the share capital of any member of the Company GroupGroup Company, or any direct or indirect redemption, purchase or other acquisition of any such share capital by any member of the Company GroupGroup Company. (L) No member of the Group Company Group has incurred any indebtedness for money borrowed. (M) There has been no damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of any Group Company (as such business is presently conducted and as it is proposed to be conducted). (N) There has been no transaction with any Related Party of any of the Group Companies. (O) There has been no agreement or commitment by any member of the Company Group Warrantor to do conduct any of the things described in this Section 3.83.9.

Changes in Condition. Except as specifically contemplated by set forth in this Agreement or in the Transaction DocumentsSEC Reports, since the Balance Sheet Date each member of September 25, 2004, (a) the Company Group has operated its business and its assets in the ordinary course consistent with past practice, and furthermore: (A) None of the members of the Company Group has not entered into any transaction that which was not in the ordinary course of business. , (Bb) There there has been no Material Adverse Event Event, (individually or when separate events are taken togetherc) with respect to any member of the Company Group or the Company Group taken as a whole. (C) None of the members of the Company Group has not incurred any obligation or liability except obligations or liabilities incurred in the ordinary course of business that do not exceed US$100,000 individually material tax liability, (or the equivalent thereof in another currencyd) or US$250,000 (or the equivalent thereof in another currency) in the collective aggregate. (D) There there has been no resignation or termination of employment of any Senior Manager of any member executive officer or key employee of the Company Group, and to Guarantors’ actual knowledge, there is no the Company does not know of any impending resignation or termination of employment of any Senior Manager of any member of the Company Group. such officer or key employee, (Ee) There there has been no labor dispute involving any member of the Company Group or any of its respective employees and, to Guarantors’ actual the Company’s knowledge, none is pending or threatened. , (Ff) There there has been no waiver by the Company of a valuable right or of a debt owing to the Company, (g) there has not been any satisfaction or discharge of any material lien, claim or encumbrance or any payment of any material obligation by the Company except in the ordinary course of business, (h) there has been no direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the ordinary course of business, (i) there has been no material change in any compensation arrangement or agreement with any executive officer, director, key employee or shareholder, (j) the Company has not declared or paid any dividend or other distribution of assets of the Company, (k) there has not been any sale, assignment or transfer of any member of Intellectual Property, (l) the Company Group. (G) There have been no loans has not incurred, assumed or guarantees made by guaranteed any member of the Company Group to debt, obligation or liability except for the benefit of any Person, other than travel advances immaterial amounts and other advances made to employees in the ordinary course of business. (H) There has been no waiver by any member of the Company Group of a material right or debt owing to such member. (I) No member of the Company Group has purchased, acquired, sold, leased, granted a security interest in, pledged, mortgaged, created a lien in, or otherwise transferred a material portion of any material asset, whether tangible or intangible, other than the sale of inventory for current liabilities incurred in the ordinary course of business which are not, in the aggregate, material, and other than the creation of liens for taxes (m) there has not yet due or payable. (J) There has been no material any change to in a Material Contract (as defined below), no member to which the Company is a party or by which it is bound which would result in a Material Adverse Event and to the knowledge of the Company Group has entered no other fact or terminated event is likely to occur, with or without the passage of time, which could reasonably be expected to result in a Material Contract, and there has been no change to the charter document of any member of the Company GroupAdverse Event. (K) There has been no declaration, setting aside or payment or other distribution in respect of any of the share capital of any member of the Company Group, or any direct or indirect redemption, purchase or other acquisition of any such share capital by any member of the Company Group. (L) No member of the Company Group has incurred any indebtedness for money borrowed. (M) There has been no agreement or commitment by any member of the Company Group to do any of the things described in this Section 3.8.

Changes in Condition. Except as specifically contemplated by set forth in this Agreement or in the Transaction DocumentsSEC Reports, since the Balance Sheet Date each member of September 25, 1999, (a) the Company Group has operated its business and its assets in the ordinary course consistent with past practice, and furthermore: (A) None of the members of the Company Group has not entered into any transaction that which was not in the ordinary course of business. , (Bb) There there has been no Material Adverse Event Event, (individually or when separate events are taken togetherc) with respect to any member of the Company Group or the Company Group taken as a whole. (C) None of the members of the Company Group has not incurred any obligation or liability except obligations or liabilities incurred in the ordinary course of business that do not exceed US$100,000 individually material tax liability, (or the equivalent thereof in another currencyd) or US$250,000 (or the equivalent thereof in another currency) in the collective aggregate. (D) There there has been no resignation or termination of employment of any Senior Manager of any member executive officer or key employee of the Company Group, and to Guarantors’ actual knowledge, there is no the Company does not know of any impending resignation or termination of employment of any Senior Manager of any member of the Company Group. such officer or key employee, (Ee) There there has been no labor dispute involving any member of the Company Group or any of its respective employees and, to Guarantors’ actual the Company's knowledge, none is pending or threatened. , (Ff) There there has been no waiver by the Company of a valuable right or of a debt owing to the Company, (g) there has not been any satisfaction or discharge of any material lien, claim or encumbrance or any payment of any material obligation by the Company except in the ordinary course of business, (h) there has been no direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the ordinary course of business, (i) there has been no material change in any compensation arrangement or agreement with any executive officer, director, key employee or shareholder, (j) the Company has not declared or paid any dividend or other distribution of assets of the Company, (k) there has not been any sale, assignment or transfer of any member of the Company Group. (G) There have been no loans or guarantees made by any member of the Company Group to or for the benefit of any Person, Intellectual Property other than travel advances and other advances made to employees in the ordinary course of business. , (Hl) There has been no waiver by any member of the Company Group of a material right has not incurred, assumed or debt owing to such member. (I) No member of the Company Group has purchasedguaranteed any debt, acquired, sold, leased, granted a security interest in, pledged, mortgaged, created a lien in, obligation or otherwise transferred a material portion of any material asset, whether tangible or intangible, other than the sale of inventory liability except for immaterial amounts and for current liabilities incurred in the ordinary course of business business, and other than the creation of liens for taxes (m) there has not yet due or payable. (J) There has been no material any change to in a Material Contract (as defined below), no member of to which the Company Group has entered is a party or terminated by which it is bound which would result in a Material Contract, and there has been no change to the charter document of any member of the Company GroupAdverse Event. (K) There has been no declaration, setting aside or payment or other distribution in respect of any of the share capital of any member of the Company Group, or any direct or indirect redemption, purchase or other acquisition of any such share capital by any member of the Company Group. (L) No member of the Company Group has incurred any indebtedness for money borrowed. (M) There has been no agreement or commitment by any member of the Company Group to do any of the things described in this Section 3.8.

Changes in Condition. Except as specifically contemplated by the Transaction Documents, since the Balance Sheet Date each member of the Company Group has operated its business and its assets in the ordinary course consistent with past practice, and furthermore: (A) None of the members of the Company Group has entered into any transaction that was not in the ordinary course of business. (B) There has been no Material Adverse Event (individually or when separate events are taken together) with respect to any member of the Company Group or the Company Group taken as a whole. (C) None of the members of the Company Group has incurred any obligation or liability except obligations or liabilities incurred in the ordinary course of business that do not exceed US$100,000 individually (or the equivalent thereof in another currency) or US$250,000 (or the equivalent thereof in another currency) in the collective aggregate. (D) There has been no resignation or termination of employment of any Senior Manager of any member of the Company Group, and to Guarantors’ actual knowledge, there is no impending resignation or termination of employment of any Senior Manager of any member of the Company Group. (E) There has been no labor dispute involving any member of the Company Group or any of its respective employees and, to Guarantors’ actual knowledge, none is pending or threatened. (F) There has been no material change in any compensation arrangement or agreement with any employee of any member of the Company Group. (G) There have been no loans or guarantees made by any member of the Company Group to or for the benefit of any Person, other than travel advances and other advances made to employees in the ordinary course of business. (H) There has been no waiver by any member of the Company Group of a material right or debt owing to such member. (I) No member of the Company Group has purchased, acquired, sold, leased, granted a security interest in, pledged, mortgaged, created a lien in, or otherwise transferred a material portion of any material asset, whether tangible or intangible, other than the sale of inventory in the ordinary course of business and other than the creation of liens for taxes not yet due or payable. (J) There has been no material change to a Material Contract (as defined below), no member of the Company Group has entered or terminated a Material Contract, and there has been no change to the charter document of any member of the Company Group. (K) There has been no declaration, setting aside or payment or other distribution in respect of any of the share capital of any member of the Company Group, or any direct or indirect redemption, purchase or other acquisition of any such share capital by any member of the Company Group. (L) No member of the Company Group has incurred any indebtedness for money borrowed. (M) There has been no agreement or commitment by any member of the Company Group to do any of the things described in this Section 3.83.9.