Common use of Conduct to Date Clause in Contracts

Conduct to Date. From and after June 30, 1996 through the date of this Agreement, except as set forth on Schedule 2.17: (i) Xxxxx has conducted its respective businesses in the ordinary and usual course consistent with past practices; (ii) Xxxxx has not issued, sold, granted, conferred or awarded any of its Equity Securities or any corporate debt securities which would be classified under GAAP as long term debt on the Balance Sheet of Xxxxx; (iii) Xxxxx has not effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) Xxxxx has not declared, set aside or paid any dividend or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased, or exchanged, or otherwise acquired or disposed of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise; (v) Xxxxx has not incurred any material obligation or liability (absolute or contingent), except normal trade or business obligations or liabilities incurred in the ordinary course of business, or subjected to Lien any of its assets or properties other than in the ordinary course of business, (vi) Xxxxx has not discharged or satisfied any material Lien or paid any material obligation or liability (absolute or contingent), other than in the ordinary course of business; (vii) Xxxxx has not sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its properties or assets other than for fair consideration (in the reasonable opinion of management) and in the ordinary course of business; (viii) Xxxxx has not (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except merit or promotion increases applicable to individual employees and annual increases applicable to employees generally, all in accordance with past practice, (B) entered into any new, or amended or supplemented any existing, employment, management, consulting, compensation, severance, or other similar contract, (C) entered into, terminated, or substantially modified any of the Xxxxx Employee Plans or (D) agreed to do any of the foregoing; (ix) Xxxxx has not suffered any material damage, destruction, or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, requisition, or taking of property by any Regulatory Authority, flood, windstorm, embargo, riot, act of God or the enemy, or other casualty or event, and whether or not covered by insurance; (x) other than in the ordinary course of business consistent with past practice, Xxxxx has not canceled or compromised any debt; (xi) Xxxxx has not entered into any material transaction, contract or commitment outside the ordinary course of its business and (xii) Xxxxx has not made or guaranteed any loan to any of the Xxxxx Employee Plans.

Conduct to Date. From Except as disclosed on Schedule 4.14 and after June 30, 1996 through except for the date of transactions contemplated by this Agreement, except as set forth since December 31, 1999: (a) Each Company has carried on Schedule 2.17: (i) Xxxxx has conducted its respective businesses business in the ordinary and usual course consistent with past its current practices; . (iib) Xxxxx Each Company has not issued, sold, granted, conferred issued or awarded sold any of its Equity Securities or any corporate debt securities which would be classified under GAAP as long term debt on the Balance Sheet of Xxxxx; capital stock. (iiic) Xxxxx has not effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) Xxxxx Each Company has not declared, set aside aside, or paid any dividend or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased, or exchanged, or otherwise acquired or disposed ofstock or, directly or indirectly, redeemed or otherwise acquired any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise; capital stock. (vd) Xxxxx Each Company has not incurred prepaid any material obligation or liability (absolute or contingent)Long Term Debt, except normal trade or business obligations or liabilities incurred in the ordinary course of businessCapital Lease, or subjected to Lien any other corporate debt or instruments which are or would be classified as long term debt on its balance sheet, increased the amount of its assets or properties short term borrowings under available lines of credit (other than in the ordinary course of business, (vi) Xxxxx has not discharged or satisfied any material Lien or paid any material obligation or liability (absolute or contingent), other than in the ordinary course of business; or made any loan or advance to any Entity. (viie) Xxxxx Each Company has not sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its material properties or assets other than for fair consideration (in the reasonable opinion of management) and in the ordinary course of its business; . (viiif) Xxxxx Each Company has not purchased or otherwise acquired from any third party assets constituting any other line of business or any material properties or assets outside the ordinary course of its business. (Ag) Each Company has not entered into any supply contract or other such agreement or understanding relating to the purchase of products by it which would constitute a Material Contract and which is not listed on Schedule 4.10. (h) Each Company has not increased the rate of compensation of, of any employee whose base salary exceeds $100,000 per annum after the increase or made an across-the-board increase in the compensation of any class of employees; paid any bonus to, to any of its directors, officers, or other employees, except merit or promotion increases applicable to individual employees and annual increases applicable to employees generallyas required under existing Employee Plans; secured, all in accordance with past practice, (B) entered into any newcollateralized, or amended or supplemented funded any existingEmployee Plan not previously secured, employment, management, consulting, compensation, severancecollateralized, or other similar contract, (C) funded; entered into, terminated, or substantially modified any of the Xxxxx employment agreement or other Employee Plans Plan; or (D) agreed to do any of the foregoing; . (ixi) Xxxxx has not suffered any material damage, destruction, or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, requisition, or taking of property by any Regulatory Authority, flood, windstorm, embargo, riot, act of God or the enemy, or other casualty or event, and whether or not covered by insurance; (x) other than in the ordinary course of business consistent with past practice, Xxxxx has not canceled or compromised any debt; (xi) Xxxxx Each Company has not entered into into, or amended, modified or terminated, any material transaction, contract or commitment Material Contract outside the ordinary course of its business and (xii) Xxxxx has not made or guaranteed any loan to any of the Xxxxx Employee Plansbusiness.

Conduct to Date. From Except as disclosed on Schedule 7.13 and after June 30, 1996 through except for the date of transactions contemplated by this Agreement, except as set forth since December 28, 2002: (a) Each of the Company and the Subsidiary has carried on Schedule 2.17: (i) Xxxxx has conducted its respective businesses business in the ordinary and usual course consistent with past its current practices; . (iib) Xxxxx Each of the Company and the Subsidiary has not issued, sold, granted, conferred issued or awarded sold any of its Equity Securities capital stock or any corporate debt securities which would be classified under GAAP as long term debt on the Balance Sheet of Xxxxx; (iii) Xxxxx has not effected any stock split directly or adjusted, combined, reclassified indirectly redeemed or otherwise changed acquired any of its capitalization; capital stock. (ivc) Xxxxx Each of the Company and the Subsidiary has not declared, set aside aside, or paid any dividend or other distribution in respect of its capital stockstock or made or accrued any other payment or distribution to any Stockholder, or purchasedother than rents payable under certain of the Real Property Leases, redeemedinterest payments, retired, repurchased, or exchanged, or otherwise acquired or disposed of, directly or indirectly, any and routine salary payments and business expense reimbursement. (d) Each of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise; (v) Xxxxx Company and the Subsidiary has not incurred or prepaid any material obligation or liability (absolute or contingent)Debt, except normal trade or business obligations or liabilities incurred in the ordinary course of businessCapital Lease, or subjected to Lien any other corporate debt or instruments which are or would be classified as debt on its balance sheet, increased the amount of its assets short term borrowings under available lines of credit, or properties other than in made any loan or advance to any Entity. (e) Each of the ordinary course of business, (vi) Xxxxx has not discharged or satisfied any material Lien or paid any material obligation or liability (absolute or contingent), other than in Company and the ordinary course of business; (vii) Xxxxx Subsidiary has not sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its material properties or assets other than for fair consideration (in the reasonable opinion of management) and in the ordinary course of its business; . (viiif) Xxxxx Each of the Company and the Subsidiary has not purchased or otherwise acquired from any third party assets constituting any other line of business or any material properties or assets outside the ordinary course of its business. (Ag) Each of the Company and the Subsidiary has not entered into any supply contract or other such agreement or understanding relating to the purchase of products by it which would constitute a Material Contract and which is not listed on Schedule 7.09. (h) Each of the Company and the Subsidiary has not increased the rate of compensation of, of any employee whose base salary exceeds $75,000 per annum after the increase or made an across-the-board increase in the compensation of any class of employees; paid any bonus to, to any of its directors, officers, or other employees, except merit or promotion increases applicable to individual employees and annual increases applicable to employees generallyas required under existing Employee Plans; secured, all in accordance with past practice, (B) entered into any newcollateralized, or amended or supplemented funded any existingEmployee Plan not previously secured, employment, management, consulting, compensation, severancecollateralized, or other similar contract, (C) funded; entered into, terminated, or substantially modified any of the Xxxxx employment agreement or other Employee Plans Plan; or (D) agreed to do any of the foregoing; . (ixi) Xxxxx has not suffered any material damage, destruction, or loss, whether as Each of the result of fire, explosion, earthquake, accident, casualty, labor trouble, requisition, or taking of property by any Regulatory Authority, flood, windstorm, embargo, riot, act of God or Company and the enemy, or other casualty or event, and whether or not covered by insurance; (x) other than in the ordinary course of business consistent with past practice, Xxxxx has not canceled or compromised any debt; (xi) Xxxxx Subsidiary has not entered into into, amended, modified, or terminated any material transaction, contract or commitment Material Contract outside the ordinary course of its business and (xii) Xxxxx has not made or guaranteed any loan to any of the Xxxxx Employee Plansbusiness.

Conduct to Date. From and after June September 30, 1996 1996, through the date of this Agreement, except as set forth on Schedule 2.172.18 or in the EXXE Financial Statements: (i) Xxxxx has EXXE and the EXXE Subsidiaries have conducted its their respective businesses in the ordinary and usual course consistent with past practices; (ii) Xxxxx neither EXXE nor any EXXE Subsidiary has not issued, sold, granted, conferred or awarded any of its Equity Securities Securities, or any corporate debt securities which would be classified under GAAP as long long-term debt on the Balance Sheet consolidated balance sheets of XxxxxEXXE; (iii) Xxxxx EXXE has not effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) Xxxxx EXXE has not declared, set aside or paid any dividend or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased, or exchanged, or otherwise acquired or disposed of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise; (v) Xxxxx neither EXXE nor any EXXE Subsidiary has not incurred any material obligation or liability (absolute or contingent), except normal trade or business obligations or liabilities incurred in the ordinary course of business, or subjected to Lien any of its assets or properties other than in the ordinary course of business, business consistent with past practice; (vi) Xxxxx neither EXXE nor any EXXE Subsidiary has not discharged or satisfied any material Lien or paid any material obligation or liability (absolute or contingent), other than in the ordinary course of business; (vii) Xxxxx neither EXXE nor any EXXE Subsidiary has not sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its properties or assets other than for a fair consideration (in the reasonable opinion of management) and in the ordinary course of business; (viii) Xxxxx except as required by contract or law, neither EXXE nor any EXXE Subsidiary has not (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except merit or promotion increases applicable to individual employees and annual increases applicable to employees generally, all in accordance with existing policy and past practicepractices, (B) entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, severance, or other similar contract, (C) entered into, terminated, or substantially modified any of the Xxxxx EXXE Employee Plans or (D) agreed to do any of the foregoing; (ix) Xxxxx neither EXXE nor any EXXE Subsidiary has not suffered any material damage, destruction, or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, requisition, or taking of property by any Regulatory Authoritygovernmental authority, flood, windstorm, embargo, riot, act of God or the enemy, or other casualty or event, and whether or not covered by insurance; (x) other than in the ordinary course of business consistent with past practice, Xxxxx neither EXXE nor any EXXE Subsidiary has not canceled or compromised any debt, except for debts charged off or compromised in accordance with the past practice of EXXE and the EXXE Subsidiaries; (xi) Xxxxx neither EXXE nor any EXXE Subsidiary has not entered into any material transaction, contract or commitment outside the ordinary course of its business and (xii) Xxxxx neither EXXE nor any EXXE Subsidiary has not made or guaranteed any loan to any of the Xxxxx EXXE Employee Plans.