Common use of Events Subsequent to Most Recent Balance Sheet Clause in Contracts

Events Subsequent to Most Recent Balance Sheet. Since the date of the Most Recent Balance Sheet, there has not been any Material Adverse Change. Without limiting the generality of the foregoing and solely with respect to the Division and except as set forth on §3(h) of the Disclosure Schedule, since that date: (i) Sellers have not sold, leased, transferred, or assigned any of their assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sellers have not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000 or outside the Ordinary Course of Business; (iii) no party (including Sellers) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 to which either of Sellers is a party or by which either of them is bound; (iv) Sellers have not imposed or permitted to exist any Lien upon any of its assets, tangible or intangible; (v) Sellers have not made any capital expenditure (or series of related capital expenditures) either involving more than $10,000 or outside the Ordinary Course of Business; (vi) Sellers have not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000 or outside the Ordinary Course of Business; (vii) Sellers have not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (viii) Sellers have not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000 or outside the Ordinary Course of Business; (ix) Sellers have not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property; (x) there has been no change made or authorized in the certificate of incorporation or bylaws of Parent or the certificate of limited partnership or limited partnership agreement of Target; (xi) Sellers have not experienced any material damage, destruction, or loss (whether or not covered by insurance) to their property; (xii) other than the termination of the Employment Agreements, Sellers have not made any loan to, or entered into any other transaction with, any of the directors, officers, and employees of Sellers or any Subsidiaries of Parent; (xiii) other than the termination of the Employment Agreements, Sellers have not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any such existing contract or agreement; (xiv) other than the payment of reasonable and customary end of year holiday bonuses, Sellers have not granted any increase in the base compensation of any of the directors, officers, and employees of Sellers outside the Ordinary Course of Business; (xv) other than the termination of the Employment Agreements, Sellers have not adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of the directors, officers, and employees of Sellers (or taken any such action with respect to any other Employee Benefit Plan); (xvi) other than the termination of the Employment Agreements, Sellers have not made any other change in employment terms for any of the directors, officers, and employees of Sellers outside the Ordinary Course of Business; (xvii) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business; (xviii) Sellers have not discharged a material Liability or Lien outside the Ordinary Course of Business; (xix) Sellers have not disclosed any Confidential Information except pursuant to a valid, binding and enforceable non-disclosure agreement; (xx) there has not been any change in any method of accounting or accounting principles or practice by Sellers, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Securities Exchange Act; (xxi) there has not been any Tax election made or changed, any annual Tax accounting period changed, any method of Tax accounting adopted or changed, any amended Tax Returns or claims for Tax refunds filed, any closing agreement entered into, any Tax claim, audit or assessment settled, or any right to claim a Tax refund, offset or other reduction in Tax liability surrendered; and (xxii) Sellers have not committed to any of the foregoing.

Events Subsequent to Most Recent Balance Sheet. Since the date of the Most Recent Balance Sheet, there has not been any Material Adverse Change. Without limiting material adverse change in the generality business, financial condition, results of operations, or assets of the foregoing and solely with respect to Business, nor any material adverse change in the Division and consolidated net worth of the Business. Since the Most Recent Balance Sheet, except as set forth on §3(h) of the Disclosure Schedule, since that date:Schedule 4(g): (i) Sellers have Seller has not sold, leased, transferred, transferred or assigned any of their assets, tangible or intangiblethe assets of the Business, other than for a fair consideration inventory and equipment supplies no longer used or useful in the Ordinary Course Business in the ordinary course of business consistent with past practice, nor has there been any physical damage, destruction or loss that would have a material adverse effect on the business, financial condition, results of operations, or assets of the Business; (ii) Sellers have Seller has not entered into or become bound by any agreement, contract, lease, lease or license (or series of related agreements, contracts, leases, leases and licenses) either relating to the Business, other than in the ordinary course of business and consistent with past practice (and in any event not involving more than $10,000 or outside the Ordinary Course of BusinessUS$100,000); (iii) no party (including SellersSeller) has accelerated, terminated, modified, modified or cancelled canceled any agreement, contract, lease, lease or license (or series of related agreements, contracts, leases, leases and licenses) relating to the Business involving more than $10,000 US$100,000 to which either of Sellers Seller is a party or by which either of them Seller is bound; (iv) Sellers have not imposed or permitted Seller, with respect to exist any Lien upon any of its assetsthe Business, tangible or intangiblehas made all capital expenditures contemplated by Seller's, with respect to the Business, budget for capital expenditures for the current fiscal year; (v) Sellers have not made any capital expenditure (or series of related capital expenditures) either involving more than $10,000 or outside Seller, with respect to the Ordinary Course of Business; (vi) Sellers have not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000 or outside the Ordinary Course of Business; (vii) Sellers have has not delayed or postponed the payment of accounts payable and other Liabilities obligations and liabilities outside the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (viiivi) Sellers have not cancelledSeller, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000 or outside the Ordinary Course of Business; (ix) Sellers have not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property; (x) there the Business, has been no change made or authorized in the certificate of incorporation or bylaws of Parent or the certificate of limited partnership or limited partnership agreement of Target; (xi) Sellers have not experienced any material damage, destruction, destruction or loss (whether or not covered by insurance) to their its property; (xiivii) other than Seller, with respect to the termination of the Employment AgreementsBusiness, Sellers have not made any loan to, or entered into any other transaction with, any of the directors, officers, and employees of Sellers or any Subsidiaries of Parent; (xiii) other than the termination of the Employment Agreements, Sellers have not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any such existing contract or agreement; (xiv) other than the payment of reasonable and customary end of year holiday bonuses, Sellers have has not granted any increase in the base compensation of any of the its directors, officers, officers and employees of Sellers outside the Ordinary Course of Businessother than as consistent with past custom and practice; (xvviii) other than Seller, with respect to the termination of the Employment AgreementsBusiness, Sellers have has not adopted, amended, modified, modified or terminated any bonus, profit profit-sharing, incentive, severance, severance or other plan, contract, contract or commitment for the benefit of any of the its directors, officers, officers and employees of Sellers (or taken any such action with respect to any other Employee Benefit Plan); (xviix) other than Seller, with respect to the termination of the Employment AgreementsBusiness, Sellers have has not made entered into any other change in employment terms for transaction with any of the its directors, officers, employees or Affiliates, other than ordinary course employment arrangements entered into in accordance with past custom and employees of Sellers outside the Ordinary Course of Business; (xvii) there has not been any other material occurrencepractice, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business; (xviii) Sellers have not discharged a material Liability or Lien outside the Ordinary Course of Business; (xix) Sellers have not disclosed any Confidential Information except pursuant to a valid, binding and enforceable non-disclosure agreement; (xx) there has not been any change which are in any method of accounting or accounting principles or practice by Sellers, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Securities Exchange Act; (xxi) there has not been any Tax election made or changed, any annual Tax accounting period changed, any method of Tax accounting adopted or changed, any amended Tax Returns or claims for Tax refunds filed, any closing agreement entered into, any Tax claim, audit or assessment settled, or any right to claim a Tax refund, offset or other reduction in Tax liability surrenderedeach case terminable at will; and (xxiix) Sellers have Seller, with respect to the Business, has not committed to any of the foregoing.

Events Subsequent to Most Recent Balance Sheet. Since the date of the Most Recent Balance Sheet, there has not been any Material Adverse Changeadverse change in the business, financial condition, operations, results of operations, or future prospects of the Company. Without limiting the generality of the foregoing and solely with respect to the Division and except as set forth on §3(h) of the Disclosure Scheduleforegoing, since that date: (i) Sellers have The Company has not sold, leased, transferred, or assigned any of their its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of BusinessBusiness and in the reasonable business judgment of the Company for a fair consideration; (ii) Sellers have The Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000 50,000 or outside the Ordinary Course of Business; (iii) no No party (including Sellers) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 to which either of Sellers the Company is a party or by which either of them it is bound; (iv) Sellers have The Company has not imposed or permitted to exist any Lien Security Interest upon any of its assets, tangible or intangible; (v) Sellers have The Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $10,000 50,000 or outside the Ordinary Course of Business; (vi) Sellers have The Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000 50,000 or outside the Ordinary Course of Business; (vii) Sellers have The Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $25,000 singly or $100,000 in the aggregate; (viii) The Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (viiiix) Sellers have The Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000 50,000 or outside the Ordinary Course of Business; (ixx) Sellers have The Company has not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xxi) there There has been no change made or authorized in the certificate Company's articles of incorporation or bylaws of Parent or the certificate of limited partnership or limited partnership agreement of Targetbylaws; (xixii) Sellers have The Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to their its property; (xiixiii) other than the termination of the Employment Agreements, Sellers have The Company has not made any loan to, or entered into any other transaction with, any of the its directors, officers, and employees outside the Ordinary Course of Sellers or any Subsidiaries of ParentBusiness; (xiiixiv) other than the termination of the Employment Agreements, Sellers have The Company has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such existing contract or agreement; (xivxv) other than the payment of reasonable and customary end of year holiday bonuses, Sellers have The Company has not granted any increase in the base compensation of any of the its directors, officers, and employees of Sellers outside the Ordinary Course of Business; (xvxvi) other than the termination of the Employment Agreements, Sellers have The Company has not adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of the its directors, officers, and employees of Sellers (or taken any such action with respect to any other Employee Benefit Plan); (xvixvii) other than the termination of the Employment Agreements, Sellers have The Company has not made any other change in employment terms for any of the its directors, officers, and employees of Sellers outside the Ordinary Course of Business; (xviixviii) there The Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xix) There has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business; (xviii) Sellers have not discharged a material Liability or Lien outside Business involving the Ordinary Course of Business; (xix) Sellers have not disclosed any Confidential Information except pursuant to a valid, binding and enforceable non-disclosure agreement;Company; and (xx) there The Company has not been any change in any method of accounting or accounting principles or practice by Sellers, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Securities Exchange Act; (xxi) there has not been any Tax election made or changed, any annual Tax accounting period changed, any method of Tax accounting adopted or changed, any amended Tax Returns or claims for Tax refunds filed, any closing agreement entered into, any Tax claim, audit or assessment settled, or any right to claim a Tax refund, offset or other reduction in Tax liability surrendered; and (xxii) Sellers have not committed to any of the foregoing.

Events Subsequent to Most Recent Balance Sheet. Since Between the date of the Most Recent Balance SheetSheet and the date hereof, there has not been occurred any Effect that would reasonably be expected to result in a Material Adverse ChangeEffect. Without limiting Between the generality date of the foregoing Most Recent Balance Sheet and solely with respect to the Division and except as set forth on §3(h) date hereof, none of the Disclosure Schedule, since that dateSellers or any of their Subsidiaries has: (ia) Sellers have not acquired any material assets, other than acquisitions of machinery, equipment, inventory, supplies or parts in the ordinary course of business consistent with past practice; (b) sold, leased, transferred, or assigned any of their material assets, tangible or intangible, other than for a fair consideration sales of inventory and licenses of software in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (iic) Sellers have not entered into any contract or agreement (i) if consummation of the Transactions would conflict therewith, result in a breach thereof, constitute a default thereunder, result in the acceleration thereof, create in any Person the right to accelerate, terminate, modify, or cancel such contract or agreement, contractor require any notice thereunder or (ii) containing any restriction on the ability of any Seller or any of its Subsidiaries to assign all or any portion of its rights, lease, interests or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000 or outside the Ordinary Course of Businessobligations thereunder; (iiid) accelerated, terminated, modified, amended, or cancelled any Material Contract, or waived, released or assigned any rights or claims thereunder, in each case in a manner adverse to Sellers or any of their Subsidiaries (and, to the Knowledge of Sellers, no other party (including Sellers) to any such Material Contract has accelerated, terminated, modified, amended, or cancelled any agreement, contract, leasesuch Material Contract, or license (waived, released or series of related agreements, contracts, leases, and licenses) involving more than $10,000 to which either of Sellers is a party assigned any rights or by which either of them is boundclaims thereunder); (ive) Sellers have not imposed or permitted to exist any Lien upon any of its assets, tangible or intangible; (vf) Sellers have not incurred or made any capital expenditure (expenditures or series any Liability in connection therewith, in an aggregate amount in excess of related capital expenditures) either involving more than $10,000 or outside the Ordinary Course of Business500,000; (vig) Sellers have not made any material capital investment in, or any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000 or outside the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (viih) Sellers have not delayed created, incurred, assumed, or postponed the payment guaranteed any indebtedness for borrowed money or capitalized lease obligations with an aggregate face amount in excess of accounts payable and other Liabilities outside the Ordinary Course of Business$100,000; (viiii) Sellers have not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000 or outside the Ordinary Course of Business; (ix) Sellers have not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property, other than pursuant to license agreements entered into with customers of any Seller or any of its Subsidiaries in the ordinary course of business consistent with past practice; (xj) there has been no change made or authorized in the certificate of incorporation or bylaws of Parent or the certificate of limited partnership or limited partnership agreement of Target; (xi) Sellers have not experienced any material damage, destruction, or loss to its property (whether or not covered by insurance) to their property); (xiik) other than the termination of the Employment Agreements, Sellers have not made any loan to, or entered into any other transaction involving more than $10,000 with, any of the directors, its directors or executive officers, and employees other than expense reimbursement in the ordinary course of Sellers or any Subsidiaries of Parentbusiness; (xiiil) other than the termination of the Employment Agreements, Sellers have not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such existing contract or agreement; (xivm) other than the payment of reasonable and customary end of year holiday bonuses, Sellers have not granted any bonus opportunity or any increase in the base any type of compensation of or benefits to any of the its current or former directors, officers, and employees or consultants, except for increases in base compensation prior to the date of Sellers outside this Agreement in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (xvn) other than paid any bonus, except for bonuses paid or accrued prior to the date of this Agreement in the ordinary course of business consistent with past practice; (o) granted to any of its current or former directors, officers, employees or consultants any severance or termination pay or the right to receive any severance or termination pay or increases therein, except for any such rights granted prior to the date of this Agreement in the Employment Agreements, Sellers have not ordinary course of business consistent with past practice; (p) adopted, amended, modified, or terminated (i) any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of the directors, its directors or officers, and employees or (ii) any material bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of Sellers (or taken any such action with respect to any of its other Employee Benefit Plan)employees; (xviq) other than the termination of the Employment Agreements, Sellers have not made any other material change in employment terms for any of the its directors, officers, and employees of Sellers outside the Ordinary Course ordinary course of business consistent with past practice; (r) made any loans or advances of money, other than (i) advances to employees in the ordinary course of business and (ii) in an aggregate amount not in excess $100,000; (s) delayed or postponed the payment of accounts payable or any other Liabilities in any respect material in the aggregate to the Business; (xviit) there has not been changed any other material occurrencefinance or Taxes accounting methods, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business; (xviii) Sellers have not discharged a material Liability or Lien outside the Ordinary Course of Business; (xix) Sellers have not disclosed any Confidential Information except pursuant to a valid, binding and enforceable non-disclosure agreement; (xx) there has not been any change in any method of accounting or accounting principles or practice by Sellerspractices, except for any such change insofar as may have been required by reason of a concurrent change in GAAP or Regulation S-X under the Securities Exchange Act; (xxi) there has not been any Tax election made or changed, any annual Tax accounting period changed, any method of Tax accounting adopted or changed, any amended Tax Returns or claims for Tax refunds filed, any closing agreement entered into, any Tax claim, audit or assessment settled, or any right to claim a Tax refund, offset or other reduction in Tax liability surrenderedapplicable Law; and (xxiiu) Sellers have not committed to made any Tax election or any settlement or compromise of the foregoingany material income Tax liability.

Events Subsequent to Most Recent Balance Sheet. Since the date of the Most Recent Balance Sheet, there has not been any Material Adverse Changeadverse change in the business, financial condition, operations, results of operations, or future prospects of any of the Company and its Subsidiaries. Without limiting the generality of the foregoing and solely with respect to the Division and except as set forth on §3(h) of the Disclosure Scheduleforegoing, since that date: (i) Sellers have not none of the Company or its Subsidiaries has sold, leased, transferred, or assigned any of their its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of BusinessBusiness and in the reasonable business judgment of the Company for a fair consideration; (ii) Sellers have not none of the Company or its Subsidiaries has entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000 100,000 or outside the Ordinary Course of Business; (iii) no party (including Sellersany of the Company and its Subsidiaries) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 100,000 to which either any of Sellers the Company and its Subsidiaries is a party or by which either any of them is bound; (iv) Sellers have not none of the Company or its Subsidiaries has imposed or permitted to exist any Lien Security Interest upon any of its assets, tangible or intangible; (v) Sellers have not none of the Company or its Subsidiaries has made any capital expenditure (or series of related capital expenditures) either involving more than $10,000 100,000 or outside the Ordinary Course of Business; (vi) Sellers have not none of the Company or its Subsidiaries has made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000 100,000 or outside the Ordinary Course of Business; (vii) Sellers have not none of the Company or its Subsidiaries has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $250,000 singly or $1,000,000 in the aggregate; (viii) none of the Company or its Subsidiaries has delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (viiiix) Sellers have not none of the Company or its Subsidiaries has cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000 100,000 or outside the Ordinary Course of Business; (ixx) Sellers have not transferredexcept as set forth in Section 3.1(i)(x) of the Disclosure Schedule, assigned, none of the Company or its Subsidiaries has granted any license or sublicense of any rights under or with respect to any Intellectual Property; (x) there has been no change made or authorized in the certificate of incorporation or bylaws of Parent or the certificate of limited partnership or limited partnership agreement of Target; (xi) Sellers have not experienced any material damage, destruction, or loss (whether or not covered by insurance) to their property; (xii) other than the termination of the Employment Agreements, Sellers have not made any loan to, or entered into any other transaction with, any of the directors, officers, and employees of Sellers or any Subsidiaries of Parent; (xiii) other than the termination of the Employment Agreements, Sellers have not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any such existing contract or agreement; (xiv) other than the payment of reasonable and customary end of year holiday bonuses, Sellers have not granted any increase in the base compensation of any of the directors, officers, and employees of Sellers outside the Ordinary Course of Business; (xv) other than the termination of the Employment Agreements, Sellers have not adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of the directors, officers, and employees of Sellers (or taken any such action with respect to any other Employee Benefit Plan); (xvi) other than the termination of the Employment Agreements, Sellers have not made any other change in employment terms for any of the directors, officers, and employees of Sellers outside the Ordinary Course of Business; (xvii) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business; (xviii) Sellers have not discharged a material Liability or Lien outside the Ordinary Course of Business; (xix) Sellers have not disclosed any Confidential Information except pursuant to a valid, binding and enforceable non-disclosure agreement; (xx) there has not been any change in any method of accounting or accounting principles or practice by Sellers, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Securities Exchange Act; (xxi) there has not been any Tax election made or changed, any annual Tax accounting period changed, any method of Tax accounting adopted or changed, any amended Tax Returns or claims for Tax refunds filed, any closing agreement entered into, any Tax claim, audit or assessment settled, or any right to claim a Tax refund, offset or other reduction in Tax liability surrendered; and (xxii) Sellers have not committed to any of the foregoing.

Events Subsequent to Most Recent Balance Sheet. Since the date of the Most Recent Balance Sheet, there has not been any Material Adverse Changeadverse change in the business, financial condition, operations, results of operations, or future prospects of any of the Company and its Subsidiaries. Without limiting the generality of the foregoing and solely with respect to the Division and except as set forth on §3(h) of the Disclosure Scheduleforegoing, since that date: (i) Sellers have not none of the Company or its Subsidiaries has sold, leased, transferred, or assigned any of their its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of BusinessBusiness and in the reasonable business judgment of the Company for a fair consideration; (ii) Sellers have not none of the Company or its Subsidiaries has entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000 100,000 or outside the Ordinary Course of Business; (iii) no party (including Sellersany of the Company and its Subsidiaires) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 100,000 to which either any of Sellers the Company and its Subsidiaries is a party or by which either any of them is bound; (iv) Sellers have not none of the Company or its Subsidiaries has imposed or permitted to exist any Lien Security Interest upon any of its assets, tangible or intangible; (v) Sellers have not none of the Company or its Subsidiaries has made any capital expenditure (or series of related capital expenditures) either involving more than $10,000 100,000 or outside the Ordinary Course of Business; (vi) Sellers have not none of the Company or its Subsidiaries has made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000 100,000 or outside the Ordinary Course of Business; (vii) Sellers have not none of the Company or its Subsidiaries has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $250,000 singly or $1,000,000 in the aggregate; (viii) none of the Company or its Subsidiaries has delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (viiiix) Sellers have not none of the Company or its Subsidiaries has cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000 100,000 or outside the Ordinary Course of Business; (ixx) Sellers have not transferredexcept as set forth in Section 3.1(i)(x) of the Disclosure Schedule, assigned, none of the Company or its Subsidiaries has granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xxi) there has been no change made or authorized in the certificate of incorporation charter or bylaws of Parent or any of the certificate of limited partnership or limited partnership agreement of TargetCompany and its Subsidiaries; (xixii) Sellers have not none of the Company or its Subsidiaries has experienced any material damage, destruction, or loss (whether or not covered by insurance) to their its property; (xiixiii) other than the termination none of the Employment Agreements, Sellers have not Company or its Subsidiaries has made any loan to, or entered into any other transaction with, any of the its directors, officers, and employees outside the Ordinary Course of Sellers or any Subsidiaries of ParentBusiness; (xiiixiv) other than the termination except as set forth on Section 3.1(i)(xiv) of the Employment AgreementsDisclosure Schedule, Sellers have not none of the Company or its Subsidiaries has entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such existing contract or agreement; (xivxv) other than none of the payment of reasonable and customary end of year holiday bonuses, Sellers have not Company or its Subsidiaries has granted any increase in the base compensation of any of the its directors, officers, and employees of Sellers outside the Ordinary Course of Business; (xvxvi) other than the termination none of the Employment Agreements, Sellers have not Company or its Subsidiaries has adopted, amended, modified, or terminated any bonus, profit profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of the its directors, officers, and employees of Sellers (or taken any such action with respect to any other Employee Benefit Plan); (xvixvii) other than the termination none of the Employment Agreements, Sellers have not Company or its Subsidiaries has made any other change in employment terms for any of the its directors, officers, and employees of Sellers outside the Ordinary Course of Business; (xviixviii) none of the Company or its Subsidiaries has made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xix) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business; (xviii) Sellers have not discharged a material Liability or Lien outside Business involving any of the Ordinary Course of Business; (xix) Sellers have not disclosed any Confidential Information except pursuant to a valid, binding Company and enforceable non-disclosure agreement;its Subsidiaries; and (xx) there none of the Company or its Subsidiaries has not been any change in any method of accounting or accounting principles or practice by Sellers, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Securities Exchange Act; (xxi) there has not been any Tax election made or changed, any annual Tax accounting period changed, any method of Tax accounting adopted or changed, any amended Tax Returns or claims for Tax refunds filed, any closing agreement entered into, any Tax claim, audit or assessment settled, or any right to claim a Tax refund, offset or other reduction in Tax liability surrendered; and (xxii) Sellers have not committed to any of the foregoing.