Common use of Events Subsequent to Most Recent Fiscal Period End Clause in Contracts

Events Subsequent to Most Recent Fiscal Period End. Other than in the ordinary course of business and consistent with past practise, sine the Reference Date there has not been any material adverse change in the business, operations, assets (including intangible assets), liabilities (contingent or otherwise), results of operations or financial performance, or condition (financial or otherwise) of the Contract Companies. Without limiting the generality of the foregoing, since that date: (a) Neither Vendors nor any of the Contract Companies have sold, pledged, leased, transferred, or assigned any of the Purchased Assets, tangible or intangible, used or held for use in, or necessary for the continued conduct of, the Businesses outside the ordinary course of business; (b) Neither Vendors nor any of the Contract Companies have entered into, assumed or become bound under or obligated by any agreement, contract, lease or commitment (collectively a "CONTRACT") or extended or modified the terms of any Contract related to the Businesses or the Purchased Assets which (i) involves the payment by the Contract Companies or any of them of greater than E 10,000 per annum or which extends for more than one (1) year, (ii) involves any payment or obligation to any Affiliate of Vendors other than in the ordinary course of business, or (iii) involves the sale of any material assets; (c) Save as otherwise notified in writing to Buyers and with their approval and consent, and save in respect of prepayment notices sent to the Financing Banks with the consent and approval of Purchasers, no party (including Vendors and the Contract Companies) has accelerated, terminated, made modifications to, or canceled (or advised or been advised of an intention to cancel) any agreement, contract, lease, or license of a material nature related to the Businesses or the Purchased Assets to which Vendors or any of the Contract Companies is a party or by which they are bound, nor have they modified, canceled or waived or settled any material debts or claims held by them related to the Business or the Purchased Assets, outside the ordinary course of business, or waived or settled any rights or claims of a substantial value related to the Businesses or the Purchased Assets, whether or not in the ordinary course of business; (d) none of the Purchased Assets, tangible or intangible, has become subject to any Lien (excluding Permitted Liens); (e) Neither Vendors nor any of the Contract Companies have made any capital expenditures related to the Businesses or the Purchased Assets except in the ordinary course of business and/or not exceeding E 10,000 in the aggregate of all such capital expenditures; (f) Neither Vendors nor any of the Contract Companies have created, incurred, assumed, prepaid or guaranteed any indebtedness for borrowed money and capitalized lease obligations, or extended or modified any existing Indebtedness related to the Businesses or the Purchased Assets; (g) Neither Vendors nor any of the Contract Companies have granted any license or sublicense of any rights under or with respect to any intellectual property related to the Businesses or the Purchased Assets, including specifically with respect to the trademark which is the subject matter of the Trademark License Agreement; (h) Neither Vendors nor any of the Contract Companies have experienced any damage, destruction, or loss (whether or not covered by insurance) to the Purchased Assets in excess of E 10,000 in the aggregate of all such damage, destruction and losses; (i) Neither Vendors nor any of the Contract Companies have entered into any employment contract (other than a standard contract involving non-management personnel, and other than as a result of the conversion of the Mandate Agreements referred to in Section 8.5(f) into labour contracts) or collective bargaining agreement, made any other change in employment terms for any key-personnel Employees, or adopted any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any Employees; (j) Neither Vendors nor any of the Contract Companies have changed any of the accounting principles or methods followed by the Businesses or the method of applying such principles; (k) Neither Vendors nor any of the Contract Companies have entered into any agreement, contract or commitment limiting the freedom of the Contract Companies to engage in the Businesses or to compete with any person, save as provided in Section 8.6 below; (l) Neither Vendors nor any of the Contract Companies have entered into any transaction related to or in connection with the Business or the Purchased Assets other than in the ordinary course of business; (m) Neither Vendors nor any of the Contract Companies have made any distribution of dividends or made any other contractual payment to their direct or indirect Affiliates (including repayment of Assigned Shareholder Loans (it being specifically declared that the representation and warranty contained in this sub-section shall not be subject to qualifications of business conducted in the ordinary course and consistent with past practice); and (n) Neither Vendors nor any of the Contract Companies have become obligated to do any of the foregoing.

Events Subsequent to Most Recent Fiscal Period End. Other than in Between the ordinary course Most Recent Fiscal Period End and the date of business and consistent with past practisethis Agreement, sine the Reference Date there has not been any material adverse change in the business, operations, assets (including intangible assets), liabilities (contingent or otherwise), results of operations or financial performance, or condition (financial or otherwise) Business Condition of the Contract CompaniesCompany that has had a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, since that datebetween the Most Recent Fiscal Period End and the date of this Agreement: (a) Neither Vendors nor any of the Contract Companies have Company has not sold, pledged, leased, transferred, or assigned any of the Purchased Assetsassets or properties, tangible or intangible, used or held for use in, or necessary for the continued conduct of, the Businesses outside the ordinary course Ordinary Course of businessBusiness; (b) Neither Vendors nor any of the Contract Companies have Company has not entered into, assumed or become bound under or obligated by any written or oral agreement, contract, lease lease, binding understanding, instrument, note, option, warranty purchase order, license, policy or commitment (collectively a "CONTRACTCOMPANY AGREEMENT") or extended or modified the terms of any Contract related to the Businesses or the Purchased Assets Company Agreement which (i) involves the payment by the Contract Companies or any of them of greater than E 10,000 $50,000 per annum or which extends for more than one (1) year, (ii) involves any payment or obligation to any Affiliate of Vendors the Company other than in the ordinary course Ordinary Course of businessBusiness, or (iii) involves the sale of any material assets, or (iv) involves any license of any Company Intellectual Property; (c) Save as otherwise notified in writing to Buyers and with their approval and consent, and save in respect of prepayment notices sent to the Financing Banks with the consent and approval of Purchasers, no party (including Vendors and the Contract CompaniesCompany) has accelerated, terminated, made modifications to, or canceled (or advised or been advised of an intention to cancel) any agreement, contract, lease, or license of a material nature related to the Businesses or the Purchased Assets to which Vendors or any of the Contract Companies Company is a party or by which they are it is bound, nor have they other than in the Ordinary Course of Business and the Company has not modified, canceled or waived or settled any material debts or claims held by them related to it, other than in the Business or the Purchased Assets, outside the ordinary course Ordinary Course of businessBusiness, or waived or settled any rights or claims of a substantial value related to the Businesses or the Purchased Assetsvalue, whether or not in the ordinary course Ordinary Course of businessBusiness; (d) none of the Purchased Assets, tangible or intangible, Company has become subject to any Lien (excluding Permitted Liens); (e) Neither Vendors nor any of the Contract Companies have not made any capital expenditures related to the Businesses or the Purchased Assets except other than in the ordinary course Ordinary Course of business and/or Business and not exceeding E 10,000 $150,000 in the aggregate of all such capital expenditures; (e) the Company has not made any capital investment in, or any loan to, any other Person, except for advance reimbursement of travel and other expenses for Company employees not in excess of $150,000 in the aggregate; (f) Neither Vendors nor any of the Contract Companies have Company has not created, incurred, assumed, prepaid or guaranteed any indebtedness for borrowed money and capitalized lease obligations, or extended or modified any existing Indebtedness related to indebtedness for borrowed money, except for indebtedness created, incurred, assumed prepaid or guaranteed in the Businesses or Ordinary Course of Business not in excess of $150,000 in the Purchased Assetsaggregate; (g) Neither Vendors nor any there has been no change made or authorized in the Articles of Incorporation or bylaws of the Contract Companies have granted any license or sublicense of any rights under or with respect to any intellectual property related to the Businesses or the Purchased Assets, including specifically with respect to the trademark which is the subject matter of the Trademark License AgreementCompany; (h) Neither Vendors nor any of the Contract Companies have Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to the Purchased Assets its property in excess of E 10,000 $50,000 in the aggregate of all such damage, destruction and losses; (i) Neither Vendors nor the Company has not suffered any repeated, recurring or prolonged shortage, cessation or interruption of communications, customer access, supplies or utility services; (j) except for advance reimbursement of travel and other expenses for Company employees not in excess of $150,000 in the aggregate, the Company has not made any loan to, or entered into any other transaction with, or paid any bonuses in excess of an aggregate of $50,000 to, any of its Affiliates, directors, officers, or employees or their Affiliates, and, in any event, any such transaction was on fair and reasonable terms no less favorable to the Contract Companies have Company than would be obtained in a comparable arm's length transaction with a Person which is not such a director, officer or employee or Affiliate thereof; (k) the Company has not entered into any employment contract (other than a standard contract involving non-management personnel, and other than as a result of with respect to any employee who is not terminable at will by the conversion of the Mandate Agreements referred to in Section 8.5(f) into labour contracts) Company or collective bargaining agreement, made any other change in employment terms for any key-personnel Employeeswritten or oral, or adopted modified the terms of any existing such contract or agreement; (l) the Company has not granted any increase in the base compensation of any of its directors or officers, or, except in the Ordinary Course of Business, any of its employees; (m) 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 Employeesof its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit Plan); (jn) Neither Vendors nor the Company has not made any other change in employment terms for any of its directors or officers, and the Contract Companies Company has not made any other change in employment terms for any other employees outside the Ordinary Course of Business; (o) the Company has not suffered any material adverse change or any threat of any material adverse change in its relations with, or any material loss or threat of material loss of, any of its major customers, distributors or partners; (p) the Company has not suffered any material adverse change or any threat of any material adverse change in its relations with, or any material loss or threat of loss of, any of its major suppliers; (q) the Company does not have Knowledge of any actual or threatened labor trouble or strike, or any other occurrence, event or condition of a similar character; (r) the Company has not changed in any material respect any of the accounting principles or methods followed by the Businesses it or the method of applying such principles; (ks) Neither Vendors nor the Company has not made a change in any of the Contract Companies have entered into any agreement, contract its banking or commitment limiting the freedom of the Contract Companies to engage in the Businesses or to compete with any person, save as provided in Section 8.6 belowsafe deposit arrangements; (lt) Neither Vendors nor there has not been any cancellation or modification of any insurance policy with respect to which the Contract Companies have Company is a party, other than adjustments in premia in the Ordinary Course of Business; (u) the Company has not entered into any transaction related to or in connection with the Business or the Purchased Assets other than in the ordinary course Ordinary Course of business; (m) Neither Vendors nor any of the Contract Companies have made any distribution of dividends or made any other contractual payment to their direct or indirect Affiliates (including repayment of Assigned Shareholder Loans (it being specifically declared that the representation and warranty contained in this sub-section shall not be subject to qualifications of business conducted in the ordinary course and consistent with past practice)Business; and (nv) Neither Vendors nor the Company has not made or changed any of material Tax election, adopted or changed any material tax accounting method, or entered into any closing agreement; and (w) the Contract Companies have Company has not become obligated to do any of the foregoing.

Events Subsequent to Most Recent Fiscal Period End. Other than in the ordinary course of business and consistent with past practise, sine since the Reference Date date of the Definitive Closing Accounts (December 31st, 2004) there has will not have been any material adverse change in the business, operations, assets (including intangible assets), liabilities (contingent or otherwise), results of operations or financial performance, or condition (financial or otherwise) of the Contract Transaction Companies. Without limiting the generality of the foregoing, since that date: (a) Neither Vendors nor any of the Contract Transaction Companies have sold, pledged, leased, transferred, or assigned any of the Purchased Assets, tangible or intangible, used or held for use in, or necessary for the continued conduct of, the Businesses outside the ordinary course of business; (b) Neither Vendors nor any of the Contract Transaction Companies have entered into, assumed or become bound under or obligated by any agreement, contract, lease or commitment (collectively a "CONTRACT") or extended or modified the terms of any Contract related to the Businesses or the Purchased Assets which (i) involves the payment by the Contract Transaction Companies or any of them of greater than E 10,000 Euro 50,000 per annum or which extends for more than one (1) year, (ii) involves any payment or obligation to any Affiliate of Vendors other than in the ordinary course of business, or (iii) involves the sale of any material assets; (c) Save as otherwise notified in writing to Buyers Purchaser and with their its approval and consent, and save in respect of prepayment notices sent to the Financing Banks Bank with the consent and approval of PurchasersPurchaser, no party (including Vendors and the Contract Transaction Companies) has accelerated, terminated, made modifications to, or canceled (or advised or been advised of an intention to cancel) any agreement, contract, lease, or license of a material nature related to the Businesses or the Purchased Assets to which Vendors or any of the Contract Transaction Companies is a party or by which they are bound, nor have they modified, canceled or waived or settled any material debts or claims held by them related to the Business or the Purchased Assets, outside the ordinary course of business, or waived or settled any rights or claims of a substantial value related to the Businesses or the Purchased Assets, whether or not in the ordinary course of business; (d) none of the Purchased Assets, tangible or intangible, has become subject to any Lien (excluding Permitted Liens); (e) Neither Vendors nor any of the Contract Transaction Companies have made any capital expenditures related to the Businesses or the Purchased Assets except in the ordinary course of business and/or not exceeding E 10,000 Euro 50,000 in the aggregate of all such capital expenditures; (f) Neither Vendors nor any of the Contract Transaction Companies have created, incurred, assumed, prepaid or guaranteed any indebtedness Indebtedness for borrowed money and capitalized lease obligations, or extended or modified any existing Indebtedness related to the Businesses or the Purchased Assets; (g) Neither Vendors nor any of the Contract Transaction Companies have granted any license or sublicense of any rights under or with respect to any intellectual property related to the Businesses or the Purchased Assets, including specifically with respect to the trademark which is the subject matter of the Trademark Sub-License Agreement; (h) Neither Vendors nor any of the Contract Transaction Companies have experienced any damage, destruction, or loss (whether or not covered by insurance) to the Purchased Assets in excess of E 10,000 Euro 50,000 in the aggregate of all such damage, destruction and losses; (i) Neither Vendors nor any of the Contract Transaction Companies have entered into any employment contract (other than a standard contract involving non-management personnel, and other than as a result of the conversion of the Mandate Agreements referred to in Section 8.5(f) into labour contracts) or collective bargaining agreement, made any other change in employment terms for any key-personnel Employees, or adopted any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any Employees; (j) Neither Vendors nor any of the Contract Transaction Companies have changed any of the accounting principles or methods followed by the Businesses or the method of applying such principles; (k) Neither Vendors nor any of the Contract Transaction Companies have entered into any agreement, contract or commitment limiting the freedom of the Contract Transaction Companies to engage in the Businesses or to compete with any person, save as provided person in Section 8.6 belowany respect; (l) Neither Vendors nor any of the Contract Transaction Companies have entered into any transaction related to or in connection with the Business or the Purchased Assets other than in the ordinary course of business; (m) Neither Vendors nor any of the Contract Companies have made any distribution of dividends or made any other contractual payment to their direct or indirect Affiliates (including repayment of Assigned Shareholder Loans (it being specifically declared that the representation and warranty contained in this sub-section shall not be subject to qualifications of business conducted in the ordinary course and consistent with past practice); and (n) Neither Vendors nor any of the Contract Transaction Companies have become obligated to do any of the foregoing.

Events Subsequent to Most Recent Fiscal Period End. Other than in Since the ordinary course of business and consistent with past practiseMost Recent Fiscal Period End, sine the Reference Date there has not been any material adverse change in the business, operations, assets (including intangible assets), liabilities (contingent or otherwise), results of operations or financial performance, or condition (financial or otherwise) of the Contract CompaniesSeller. Without limiting the generality of the foregoing, since that date: (a) Neither Vendors nor any of the Contract Companies have Seller has not sold, pledged, leased, transferred, or assigned any of the Purchased Assetsassets or properties, tangible or intangible, used or held for use in, or necessary for the continued conduct of, the Businesses outside the ordinary course of business; (b) Neither Vendors nor any of the Contract Companies have Seller has not entered into, assumed or become bound under or obligated by any agreement, contract, lease or commitment (collectively a "CONTRACT"“Contract”) or extended or modified the terms of any Contract related to the Businesses or the Purchased Assets which (i) involves the payment by the Contract Companies or any of them of greater than E $10,000 per annum or which extends for more than one (1) year, (ii) involves any payment or obligation to any Affiliate of Vendors Seller other than in the ordinary course of business, or (iii) involves the sale of any material assets, or (iv) involves any license of any Seller Intellectual Property; (c) Save as otherwise notified in writing to Buyers and with their approval and consent, and save in respect of prepayment notices sent to the Financing Banks with the consent and approval of Purchasers, no party (including Vendors and the Contract CompaniesSeller) has accelerated, terminated, made modifications to, or canceled (or advised or been advised of an intention to cancel) any agreement, contract, lease, or license of a material nature related to the Businesses or the Purchased Assets to which Vendors or any of the Contract Companies Seller is a party or by which they are bound, nor have they it is bound and Seller has not modified, canceled or waived or settled any material debts or claims held by them related to the Business or the Purchased Assetsit, outside the ordinary course of business, or waived or settled any rights or claims of a substantial value related to the Businesses or the Purchased Assetsvalue, whether or not in the ordinary course of business; (d) none of the Purchased Assetsassets of Seller, tangible or intangible, has become subject to any Lien (excluding Permitted Liens)Lien; (e) Neither Vendors nor any of the Contract Companies have made any capital expenditures related to the Businesses or the Purchased Assets except in the ordinary course of business and/or not exceeding E 10,000 in the aggregate of all such capital expenditures; (f) Neither Vendors nor any of the Contract Companies have created, incurred, assumed, prepaid or guaranteed any indebtedness for borrowed money and capitalized lease obligations, or extended or modified any existing Indebtedness related to the Businesses or the Purchased Assets; (g) Neither Vendors nor any of the Contract Companies have granted any license or sublicense of any rights under or with respect to any intellectual property related to the Businesses or the Purchased Assets, including specifically with respect to the trademark which is the subject matter of the Trademark License Agreement; (h) Neither Vendors nor any of the Contract Companies have experienced any damage, destruction, or loss (whether or not covered by insurance) to the Purchased Assets in excess of E 10,000 in the aggregate of all such damage, destruction and losses; (i) Neither Vendors nor any of the Contract Companies have entered into any employment contract (other than a standard contract involving non-management personnel, and other than as a result of the conversion of the Mandate Agreements referred to in Section 8.5(f) into labour contracts) or collective bargaining agreement, made any other change in employment terms for any key-personnel Employees, or adopted any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any Employees; (j) Neither Vendors nor any of the Contract Companies have changed any of the accounting principles or methods followed by the Businesses or the method of applying such principles; (k) Neither Vendors nor any of the Contract Companies have entered into any agreement, contract or commitment limiting the freedom of the Contract Companies to engage in the Businesses or to compete with any person, save as provided in Section 8.6 below; (l) Neither Vendors nor any of the Contract Companies have entered into any transaction related to or in connection with the Business or the Purchased Assets other than in the ordinary course of business; (m) Neither Vendors nor any of the Contract Companies have made any distribution of dividends or made any other contractual payment to their direct or indirect Affiliates (including repayment of Assigned Shareholder Loans (it being specifically declared that the representation and warranty contained in this sub-section shall not be subject to qualifications of business conducted in the ordinary course and consistent with past practice); and (n) Neither Vendors nor any of the Contract Companies have become obligated to do any of the foregoing.

Events Subsequent to Most Recent Fiscal Period End. Other than in the ordinary course of business and consistent with past practise, sine and save in respect of the Reference Date Development Liabilities assumed by PCE pursuant to the provisions of Section 4.8 above, since the Opening Date, there has not been any material adverse change in the business, operations, assets (including intangible assets), liabilities (contingent or otherwise), results of operations or financial performance, or condition (financial or otherwise) of the Contract Development Companies. Without limiting the generality of the foregoing, since that date: (a) Neither Vendors Vendor nor any of the Contract Development Companies have sold, pledged, leased, transferred, or assigned any of the Purchased Assets, tangible or intangible, used or held for use in, or necessary for the continued conduct of, the Businesses outside the ordinary course of business; (b) Neither Vendors Vendor nor any of the Contract Development Companies have entered into, assumed or become bound under or obligated by any agreement, contract, lease or commitment (collectively a "CONTRACT") or extended or modified the terms of any Contract related to the Businesses or the Purchased Assets which (i) involves the payment by the Contract Development Companies or any of them of greater than E 10,000 E10,000 per annum or which extends for more than one (1) year, (ii) involves any payment or obligation to any Affiliate of Vendors Vendor other than in the ordinary course of business, or (iii) involves the sale of any material assets; (c) Save as otherwise notified in writing to Buyers Purchaser and with their approval and consent, and save in respect of prepayment notices sent to the Financing Banks with the consent and approval of PurchasersPurchaser, no party (including Vendors Vendor and the Contract Development Companies) has accelerated, terminated, made modifications to, or canceled (or advised or been advised of an intention to cancel) any agreement, contract, lease, or license of a material nature related to the Businesses or the Purchased Assets to which Vendors Vendor or any of the Contract Development Companies is a party or by which they are bound, nor have they modified, canceled or waived or settled any material debts or claims held by them related to the Business or the Purchased Assets, outside the ordinary course of business, or waived or settled any rights or claims of a substantial value related to the Businesses or the Purchased Assets, whether or not in the ordinary course of business; (d) none of the Purchased Assets, tangible or intangible, has become subject to any Lien (excluding Permitted Liens); (e) Neither Vendors Vendor nor any of the Contract Development Companies have made any capital expenditures related to the Businesses or the Purchased Assets except in the ordinary course of business and/or not exceeding E 10,000 E10,000 in the aggregate of all such capital expenditures; (f) Neither Vendors Vendor nor any of the Contract Development Companies have created, incurred, assumed, prepaid or guaranteed any indebtedness for borrowed money and capitalized lease obligations, or extended or modified any existing Indebtedness related to the Businesses or the Purchased Assets; (g) Neither Vendors Vendor nor any of the Contract Development Companies have granted any license or sublicense of any rights under or with respect to any intellectual property related to the Businesses or the Purchased Assets, including specifically with respect to the trademark which is the subject matter of the Trademark License Agreement; (h) Neither Vendors Vendor nor any of the Contract Development Companies have experienced any damage, destruction, or loss (whether or not covered by insurance) to the Purchased Assets in excess of E 10,000 E10,000 in the aggregate of all such damage, destruction and losses; (i) Neither Vendors Vendor nor any of the Contract Development Companies have entered into any employment contract (other than a standard contract involving non-management personnel, and other than as a result of the conversion of the Mandate Agreements referred to in Section 8.5(f) into labour contracts) or collective bargaining agreement, made any other change in employment terms for any key-personnel Employees, or adopted any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any Employees; (j) Neither Vendors Vendor nor any of the Contract Development Companies have changed any of the accounting principles or methods followed by the Businesses or the method of applying such principles; (k) Neither Vendors Vendor nor any of the Contract Development Companies have entered into any agreement, contract or commitment limiting the freedom of the Contract Development Companies to engage in the Businesses or to compete with any person, save as provided in Section 8.6 below12.1 (Non-compete); (l) Neither Vendors Vendor nor any of the Contract Development Companies have entered into any transaction related to or in connection with the Business or the Purchased Assets other than in the ordinary course of business; (m) Neither Vendors Vendor nor any of the Contract Development Companies have made any distribution of dividends or made any other contractual payment to their direct or indirect Affiliates (including repayment of Assigned Shareholder Loans (it being specifically declared that the representation and warranty contained in this sub-section shall not be subject to qualifications of business conducted in the ordinary course and consistent with past practice)Loans; and (n) Neither Vendors Vendor nor any of the Contract Development Companies have become obligated to do any of the foregoing.