Common use of EVENTS SINCE THE BALANCE SHEET DATE Clause in Contracts

EVENTS SINCE THE BALANCE SHEET DATE. Since the Balance Sheet Date, there has not been: (a) any change in the condition (financial or otherwise) or in the properties, assets, liabilities, business or prospects of the Business, except normal and usual changes in the ordinary course of business, none of which has been adverse and all of which in the aggregate have not been materially adverse; (b) any labor trouble, strike or any other occurrence, event or condition affecting the employees of Seller that adversely affects the condition (financial or otherwise) of the Assets or the Business; (c) any breach or default by Seller or, to the Best Knowledge of Seller and each Shareholder, by any other party, under any agreement or obligation included in the Assets or by which any of the Assets are bound; (d) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the Assets or the Business; (e) any material change in the types, nature, composition or quality of the services of the Business, any adverse change in the contributions of any of the service lines of the Business to the revenues or net income of such Business, or any adverse change in the sales, revenue or net income of the Business; (f) any transaction related to or affecting the Assets or the Business other than transactions in the ordinary course of business of Seller; (g) any other occurrence, event or condition that has materially adversely affected (or, to the Best Knowledge of the Seller and each Shareholder, can reasonably be expected to materially adversely affect) the Assets or the Business; (h) any declaration, setting aside or payment of any dividend (whether in cash, stock or property) with respect to any of Seller's capital stock; (i) (x) any granting by Seller to any executive officer of Seller of any increase in compensation, (y) any granting by Seller to any executive officer of any increase in severance or termination pay, or (z) any entry by Seller into any employment, severance or termination agreement with any executive officer; (j) any change in accounting methods, principles or practices by Seller materially affecting its Assets, liabilities or Business, except insofar as may have been required by a change in tax-basis or GAAP, and except as required by the BCC Parties; (k) to the Best Knowledge of the Seller and each Shareholder, any condition, event or occurrence through the date hereof which, individually or in the aggregate, could reasonably be expected to prevent, hinder or delay in any material respect the ability of Seller to consummate the transactions contemplated by this Agreement; (l) except for contracts entered into in the ordinary course of business, any leases, contracts, joint ventures, strategic relationships or alliances entered into by Seller, whether written or oral; or (m) any agreement, in writing or otherwise, by Seller or any corporate action by Seller with respect to the foregoing.

EVENTS SINCE THE BALANCE SHEET DATE. Since the Balance Sheet Date, there has not been: (a) any change in the condition (financial or otherwise) or in the properties, assets, liabilities, business or prospects of the Business, except normal and usual changes in the ordinary course of business, none of which has been adverse and all of which in the aggregate have not been materially adverse; (b) any labor trouble, strike or any other occurrence, event or condition affecting the employees of Seller that adversely affects the condition (financial or otherwise) of the Assets or the Business; (c) any breach or default by Seller or, to the Best Knowledge of Seller and each the Shareholder, by any other party, under any agreement or obligation included in the Assets or by which any of the Assets are bound; (d) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the Assets or the Business; (e) to the Best Knowledge of Seller and the Shareholder, any material legislative or regulatory change adversely affecting the Assets or the Business; (f) any change in the types, nature, composition or quality of the services of the Business, any adverse change in the contributions of any of the service lines of the Business to the revenues or net income of such Business, or any adverse change in the sales, revenue or net income of the Business; (fg) any transaction related to or affecting the Assets or the Business other than transactions in the ordinary course of business of Seller; (gh) any other occurrence, event or condition that has materially adversely affected (or, to the Best Knowledge of the Seller and each the Shareholder, can reasonably be expected to materially adversely affect) the Assets or the Business; (hi) any declaration, setting aside or payment of any dividend (whether in cash, stock or property) with respect to any of Seller's capital stock; (j) (i) (x) any granting by Seller to any executive officer of Seller of any increase in compensation, (yii) any granting by Seller to any executive officer of any increase in severance or termination pay, or (ziii) any entry by Seller into any employment, severance or termination agreement with any executive officer; (jk) any change in accounting methods, principles or practices by Seller materially affecting its Assetsassets, liabilities or Businessbusiness, except insofar as may have been required by a change in tax-basis or GAAPgenerally accepted accounting principles, and except as required by the BCC Parties; (kl) to the Best Knowledge of the Seller and each the Shareholder, any condition, event or occurrence through the date hereof which, individually or in the aggregate, could reasonably be expected to prevent, hinder or delay in any material respect the ability of Seller to consummate the transactions contemplated by this Agreement; (l) except for contracts entered into in the ordinary course of business, any leases, contracts, joint ventures, strategic relationships or alliances entered into by Seller, whether written or oral; or (m) any agreement, in writing or otherwise, by Seller or any corporate action by Seller with respect to the foregoing.

EVENTS SINCE THE BALANCE SHEET DATE. Since the Balance Sheet Date, there has not been: : (a) any change in the condition (financial or otherwise) or in the properties, assets, liabilities, business or prospects of the Business, except normal and usual changes in the ordinary course of business, none of which has been materially adverse and all of which in the aggregate have not been materially adverse; (b) any labor trouble, strike or any other occurrence, event or condition affecting the employees of Seller that adversely affects the condition (financial or otherwise) of the Assets of Seller or the Business; (c) any material breach or default by Seller or, to the Best Knowledge of Seller and each ShareholderSeller, by any other party, under any agreement or obligation included in the Assets of Seller or by which any of the Assets of Seller are bound, except for (i) violations of certain covenants in the People's Bank Loan Agreement, (ii) violations of certain provisions of the Friedman Note, and (iii) failure to pay when due certain commission obxxxxxxxxs to Walsworth, all of which are fully and accurately disclosed in PART 4.4 xx xxx Xisclosure Schedule; (d) any material damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the Assets of Seller or the Business; (e) to the Best Knowledge of Seller, any legislative or regulatory change adversely affecting the Assets of Seller or the Business; (f) any material change in the types, nature, composition or quality of the services or products of the Business, any material adverse change in the contributions of any of the service product lines of the Business to the revenues or net income of such Business, or any material adverse change in the sales, revenue or net income of the Business; (fg) any material transaction by Seller related to or affecting the Assets of Seller or the Business other than transactions in the ordinary course of business of Seller; (gh) any other occurrence, event or condition that has materially adversely affected (or, to the Best Knowledge of the Seller and each Shareholder, or can reasonably be expected to materially adversely affect) the Assets of Seller or the Business; (hi) any declaration, setting aside or payment of any dividend (whether in cash, stock or property) with respect to any of Seller's capital stock; (i) (xj) any granting by Seller to any executive officer of Seller of any increase in compensation, (y) any granting by Seller to any executive officer of any increase in severance or termination pay, or (z) any entry by Seller into any employment, severance or termination agreement with any executive officer; (jk) any change in accounting methods, principles or practices by Seller materially affecting its Assets, liabilities or Businessbusiness, except insofar as may have been required or recommended by a change Seller's accountants, all of such changes are fully and accurately disclosed in tax-basis or GAAP, and except as required by PART 4.4 of the BCC PartiesDisclosure Schedule; (kl) to the Best Knowledge of the Seller and each Shareholder, any condition, event or occurrence through the date hereof which, individually or in the aggregate, could reasonably be expected to prevent, hinder or delay in any material respect the ability of Seller to consummate the transactions contemplated by this Agreement; (l) except for contracts entered into in the ordinary course of business, any leases, contracts, joint ventures, strategic relationships or alliances entered into by Seller, whether written or oral; or (m) any agreement, in writing or otherwise, by Seller or any corporate action by Seller with respect to the foregoing.

EVENTS SINCE THE BALANCE SHEET DATE. Since Except as disclosed on Schedule 4.4 and except for those changes normally experienced in Seller's ordinary course of business consistent with past practices, which do not result in a material adverse change in the Business, since the Balance Sheet Date, there has not been: (a) any change in the condition (financial or otherwise) or in the properties, assets, liabilities, business or prospects of all or any part of the Business, except normal and usual changes in the ordinary course of business, none of which has been adverse and all of which in the aggregate have not been materially adverse; ; (b) any labor trouble, trouble or strike or any other occurrence, event or condition affecting by the employees of Seller or any similar occurrence or event that adversely affects the condition (financial or otherwise) of the Assets or all or any part of the Business; ; (c) any breach or default by Seller or, to the Best Knowledge of each of Seller and each Shareholderthe Shareholders, by any other party, under any agreement or obligation included in the Assets or by which any of the Assets are bound; ; (d) any damage, damage to or destruction or loss of (whether or not covered by insurance) materially adversely affecting the Assets or the Business; ; (e) any material change in the typestype, nature, composition or quality of the services of the Business, any adverse change in the contributions of any of the service lines of the Business to the revenues or net income of such Business, or any adverse change in the sales, revenue or net income of the Business; ; (f) any transaction related to or affecting the Assets or the Business other than transactions in the ordinary course of business of Seller; or (g) any other occurrence, event or condition that that, to Seller's or Shareholders' Best Knowledge, has materially adversely affected (or, to the Best Knowledge of the Seller and each Shareholder, or can reasonably be expected to materially adversely affect) the Assets or the Business; (h) any declarationprovided, setting aside or payment of any dividend (whether however, that in cash, stock or property) with respect to no event shall any of the following constitute a material adverse change in the business, operations, prospects, assets, results of operations or condition of Seller's capital stock; : (i) (x) any granting by change that results primarily from conditions in the industry in which Seller to any executive officer of Seller of any increase operates or resulting from changes in compensation, (y) any granting by Seller to any executive officer of any increase in severance general business or termination pay, or (z) any entry by Seller into any employment, severance or termination agreement with any executive officereconomic conditions; (jii) any change in accounting methods, principles that results primarily from the announcement or practices by Seller materially affecting its Assets, liabilities pendency or Business, except insofar as may have been required by a change in tax-basis or GAAP, and except as required by the BCC Parties; (k) to the Best Knowledge any of the Seller and each Shareholder, any condition, event or occurrence through the date hereof which, individually or in the aggregate, could reasonably be expected to prevent, hinder or delay in any material respect the ability of Seller to consummate the transactions contemplated by this Agreement; (l) except for contracts entered into in the ordinary course of business, any leases, contracts, joint ventures, strategic relationships or alliances entered into by Seller, whether written or oral; or (miii) any agreement, in writing or otherwise, change that results primarily from compliance by Seller or Shareholders with the terms of, or taking of any corporate action by Seller with respect to the foregoingcontemplated or permitted by, this Agreement.

EVENTS SINCE THE BALANCE SHEET DATE. Since the Balance Sheet Date, there has not been: (a) any change in the condition (financial or otherwise) or in the properties, assetsAssets, liabilities, business Business or prospects of the Business, except normal and usual changes in the ordinary course Ordinary Course of businessBusiness, none of which has been adverse and all of which in the aggregate have not been materially adverse; (b) any labor trouble, strike or any other occurrence, event or condition affecting the employees of Seller that adversely affects the condition (financial or otherwise) of the Assets or the Business; (c) any breach or default by Seller or, to the Best Knowledge of Seller and each ShareholderEscrow Stockholder, by any other party, under any agreement or obligation included in the Assets or by which any of the Assets are bound; (d) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the Assets or the Business; (e) any material change in the types, nature, composition or quality of the services of the Business, any adverse change in the contributions of any of the service lines of the Business to the revenues or net income of such Business, or any adverse change in the sales, revenue or net income of the Business; (f) any transaction related to or affecting the Assets or the Business other than transactions in the ordinary course Ordinary Course of business Business of Seller; (g) any other occurrence, event or condition that has materially adversely affected (or, to the Best Knowledge of the Seller and each ShareholderEscrow Stockholder, can reasonably be expected to materially adversely affect) the Assets or the Business; (h) any declaration, setting aside or payment of any dividend (whether in cash, stock or property) with respect to any of Seller's capital stock; (i) (x) i0 any granting by Seller to any executive officer of Seller of any increase in compensation, (yii) any granting by Seller to any executive officer of any increase in severance or termination pay, or (ziii) any entry by Seller into any employment, severance or termination agreement with any executive officer; (j) any change in accounting methods, principles or practices by Seller materially affecting its Assetsassets, liabilities or Businessbusiness, except insofar as may have been required by a change in tax-basis or GAAPgenerally accepted accounting principles, and except as required by the BCC Parties; (k) to the Best Knowledge of the Seller and each ShareholderEscrow Stockholder, any condition, event or occurrence through the date hereof which, individually or in the aggregate, could reasonably be expected to prevent, hinder or delay in any material respect the ability of Seller to consummate the transactions contemplated by this Agreement; (l) except for any leases or contracts entered into in by Seller, whether written or oral, outside the ordinary course Ordinary Course of business, Business; (m) any leases, contracts, joint ventures, strategic relationships or alliances entered into by Seller, whether written or oral; or (mn) any agreement, in writing or otherwise, by Seller or any corporate action by Seller with respect to the foregoing.