Common use of Conduct of Business in the Ordinary Course Clause in Contracts

Conduct of Business in the Ordinary Course. Since the Balance Sheet Date, and excluding the transactions contemplated in this Agreement there has not been: a. any change in the assets, liabilities, financial condition, or operating results of the Company from that reflected in the Financial Statements, other than changes in the ordinary course of business that have not been, in the aggregate, materially adverse; b. any damage, destruction or loss, whether or not covered by insurance, that has materially and adversely affected the business, properties, prospects, of financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); c. any waiver or compromise by the Company of a valuable right or of a material debt owed to it; d. any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the business, properties, prospects, of financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); e. any material changes to a Material Contract or arrangement by which the Company or any of its assets is bound or subject; f. any material change in any compensation arrangement or agreement with any employee, officer, director, or shareholder; g. any sale, assignment, or transfer of any patents, trademarks, copy rights, trade secrets, or other intangible assets; h. any resignation or termination of employment of any key officer of the Company, and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer; i. receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company; j. any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable; k. any loans or guarantees made by the Company to or for the benefit of its employees, shareholders, 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; l. any declaration, setting aside, or payment of any dividend or other distribution of the Company's assets in respect to any of the Company's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any such stock by the Company; m. to the best of the Company's knowledge, any other events or condition of any character that might materially and adversely affect the business, properties, prospects, or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); or n. any agreement or commitment by the Company to do any of the things described in this Section 3.7.

Conduct of Business in the Ordinary Course. Since the Balance Sheet Date, and excluding the transactions contemplated in this Agreement there has not been: a. any change in the assets, liabilities, financial condition, or operating results of the Company Buyer from that reflected in the Financial Statements, other than changes in the ordinary course of business that have not been, in the aggregate, materially adverse; b. any damage, destruction or loss, whether or not covered by insurance, that has materially and adversely affected the business, properties, prospects, of financial condition of the Company Buyer (as such business is presently conducted and as it is presently proposed to be conducted); c. any waiver or compromise by the Company Buyer of a valuable right or of a material debt owed to it; d. any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the CompanyBuyer, except in the ordinary course of business and that is not material to the business, properties, prospects, of financial condition of the Company Buyer (as such business is presently conducted and as it is presently proposed to be conducted); e. any material changes to a Material Contract or arrangement by which the Company Buyer or any of its assets is bound or subject; f. any material change in any compensation arrangement or agreement with any employee, officer, director, or shareholder; g. any sale, assignment, or transfer of any patents, trademarks, copy rights, trade secrets, or other intangible assets; h. any resignation or termination of employment of any key officer of the CompanyBuyer, and the CompanyBuyer, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer; i. receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company; j. any mortgage, pledge, transfer of a security interest in, or lien, created by the CompanyBuyer, with respect to any of its material properties or assets, except liens for taxes not yet due or payable; k. j. any loans or guarantees made by the Company Buyer to or for the benefit of its employees, shareholders, 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; l. k. any declaration, setting aside, or payment of any dividend or other distribution of the CompanyBuyer's assets in respect to any of the CompanyBuyer's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any such stock by the CompanyBuyer; m. l. to the best of the CompanyBuyer's knowledge, any other events or condition of any character that might materially and adversely affect the business, properties, prospects, or financial condition of the Company Buyer (as such business is presently conducted and as it is presently proposed to be conducted); or n. m. any agreement or commitment by the Company Buyer to do any of the things described in this Section 3.74.8.

Conduct of Business in the Ordinary Course. Since the Balance Sheet ------------------------------------------ Date, and excluding the transactions contemplated in this Agreement and the Related Agreements, there has not beenbeen any of the following which is or may individually or in the aggregate constitute or result in a Material Adverse Effect: a. (a) any change in the assets, liabilities, financial condition, or operating results of the either Company from that reflected in the Financial Statements, other than changes in the ordinary course of business that have not been, in the aggregate, materially adversebusiness; b. (b) any damage, destruction or loss, whether or not covered by insurance, that has materially and adversely affected the business, properties, prospects, of financial condition insurance of the business of either Company (as such business is presently conducted and as it is presently proposed to be conducted); c. (c) any waiver or compromise by the either Company of a valuable right or of a material debt owed to it; d. (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the either Company, except in the ordinary course of business and that is not material to the business, properties, prospects, of financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); e. (e) any material changes change to a Material Contract or arrangement by which the either Company or any of its assets is bound or subject; f. (f) any material change in any compensation arrangement or agreement with any employee, officer, director, director or shareholder; g. (g) any sale, assignment, or transfer of any patents, trademarks, copy rightscopyrights, trade secrets, or other intangible assets; h. (h) any resignation or termination of employment of any key officer of the either Company, ; and the each Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer; i. (i) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the either Company; j. (j) any mortgage, pledge, transfer of a security interest in, or lien, created by the either Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable; k. (k) any loans or guarantees made by the either Company to or for the benefit of its employees, shareholders, 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; l. (l) any declaration, setting aside, or payment of any dividend or other distribution of the either Company's assets in respect to of any of the such Company's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the either Company; m. (m) to the best of the each Company's knowledge, any other events event or condition of any character that might materially and adversely affect the business, properties, prospects, nature or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted)character; or n. (n) any agreement or commitment by the either Company to do any of the things described in this Section 3.7.