Common use of Events Subsequent Clause in Contracts

Events Subsequent. (a) Since the Company Balance Sheet Date through the date hereof, (i) there has not been any Material Adverse Effect on the Company, and, (ii) except for the Transactions, the Company has been operated only in the Ordinary Course of Business. (b) Since the Company Balance Sheet Date through the date hereof, there has not been any: (i) damage, destruction or other casualty, whether or not covered by insurance, materially affecting the Company or any assets material to the business owned, held or used by the Company; (ii) transaction or commitment made, or Contract entered into, by the Company, or termination or amendment by the Company of any Contract, in either case, that is material to the Company, other than transactions, commitments, Contracts, terminations or amendments made in the Ordinary Course of Business; (iii) sale or other disposition of assets that are owned, held or used by the Company other than in the Ordinary Course of Business; (iv) cancellation, compromise, settlement, waiver or release by the Company involving an amount in excess of One Hundred Thousand Dollars ($100,000); (v) (w) increase in the compensation or fringe benefits of any present or former director, officer, employee or consultant of the Company, (x) grant of any severance or termination pay to any present or former director, officer or employee of the Company, (y) establishment, adoption, entrance into, amendment or termination of any Employee Benefit Plan or collective bargaining agreement (other than as may be required by the terms of an existing Employee Benefit Plan or as may be required by Applicable Law or in order to maintain its qualification under Sections 401 and 501 of the Code or to provide for the effects of Section 409A of the Code) or (z) grant of any equity or equity-based awards, in the case of each of clause (w), (x), (y) or (z) above, other than in the Ordinary Course of Business or as may be required under Applicable Law or for which the Seller, rather than the Company, shall be responsible; or (vi) agreement, whether in writing or otherwise, to do any of the foregoing. (c) Except as set forth in Schedule 3.08 of the Company Disclosure Schedules, since December 31, 2009 through the date hereof, there has been no resignation or termination of any management level employee of the Company.

Events Subsequent. (a) Since Except as set forth in Schedule 4.08, since the Company Balance Sheet Date through the date hereof, (i) there has not been any Material Adverse Effect on the Company, and, (ii) except for the Transactions, the Company has and its Subsidiaries have been operated only in the Ordinary Course of Business. (b) Since Except as set forth in Schedule 4.08, since the Company Balance Sheet Date through the date hereof, there has not been any:; (i) damage, destruction or other casualty, whether or not covered by insurance, materially affecting the Company and its Subsidiaries or any assets material to the business owned, held or used by the CompanyCompany and its Subsidiaries; (ii) transaction or commitment made, or Contract entered into, by the CompanyCompany or any Subsidiary, or termination or amendment by the Company or any Subsidiary of any Contract, in either case, that which is material to the CompanyCompany and its Subsidiaries, other than transactions, commitments, Contracts, terminations or amendments made in the Ordinary Course of Business; (iii) sale or other disposition of assets that are owned, held or used by the Company or any Subsidiary other than in the Ordinary Course of Business; (iv) cancellation, compromise, settlement, waiver or release by the Company or any Subsidiary (x) other than in the Ordinary Course of Business of any Proceeding (or a series of related Proceedings) or (y) involving an amount in excess of One Hundred Fifty Thousand Dollars ($100,000)50,000) in the aggregate; (v) (wA) increase in the compensation or fringe benefits of any present or former director, officer, employee or consultant of the CompanyCompany or any Subsidiary (except for increases in salary or wages in the Ordinary Course of Business), (xB) grant of any severance or termination pay to any present or former director, officer or employee of the CompanyCompany or any Subsidiary, (yC) establishment, adoption, entrance into, amendment or termination of any Employee Benefit Plan or collective bargaining agreement (other than as may be required by the terms of an existing Employee Benefit Plan or collective bargaining agreement, or as may be required by Applicable Law or in order to maintain its qualification under Sections Section 401 and 501 of the Code or to provide for the effects of Section 409A of the Code) ), or (zD) grant of any equity or equity-based awards, in the case of each of clause clauses (wA), (xB), (yC) or (zD) above, other than in the Ordinary Course of Business or as may be required under Applicable Law Law; (vi) action taken by the Company or for which any Subsidiary during the Sellerperiod from July 31, rather than 2007 through the Companydate of this Agreement that, shall be responsibleif taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 6.02; or (vivii) agreement, whether in writing or otherwise, to do any of the foregoing. (c) Except as set forth in Schedule 3.08 of the Company Disclosure Schedules, since December 31, 2009 through the date hereof, there has been no resignation or termination of any management level employee of the Company.

Events Subsequent. (a) Since Except as set forth in Schedule 3.08, since the Company Balance Sheet Date through the date hereof, (i) there has not been any Material Adverse Effect on the Company, and, (ii) except for the Transactions, the Company has and its Subsidiaries have been operated only in the Ordinary Course of Business. (b) Since Except as set forth in Schedule 3.08, since the Company Balance Sheet Date through the date hereof, there has not been any: (i) damage, destruction or other casualty, whether or not covered by insurance, materially affecting the Company and its Subsidiaries or any assets material to the business owned, held or used by the CompanyCompany and its Subsidiaries; (ii) transaction or commitment made, or Contract entered into, by the CompanyCompany or any Subsidiary, or termination or amendment by the Company or any Subsidiary of any Contract, in either case, that which is material to the CompanyCompany and its Subsidiaries, other than transactions, commitments, Contracts, terminations or amendments made in the Ordinary Course of Business; (iii) sale or other disposition of assets that are owned, held or used by the Company or any Subsidiary other than in the Ordinary Course of Business; (iv) cancellation, compromise, settlement, waiver or release by the Company or any Subsidiary (x) other than in the Ordinary Course of Business of any Proceeding (or a series of related Proceedings) or (y) involving an amount in excess of One Hundred Thousand Dollars ($100,000)) in the aggregate; (v) (wA) increase in the compensation or fringe benefits of any present or former director, officer, employee or consultant of the CompanyCompany or any Subsidiary (except for increases in salary or wages in the Ordinary Course of Business), (xB) grant of any severance or termination pay to any present or former director, officer or employee of the CompanyCompany or any Subsidiary, (yC) establishment, adoption, entrance into, amendment or termination of any Employee Benefit Plan or collective bargaining agreement (other than as may be required by the terms of an existing Employee Benefit Plan or collective bargaining agreement, or as may be required by Applicable Law or in order to maintain its qualification under Sections Section 401 and 501 of the Code or to provide for the effects of Section 409A of the Code) or (z) grant of any equity or equity-based awards), in the case of each of the clause (wA), (x), (yB) or (zC) above, other than in the Ordinary Course of Business or as may be required under Applicable Law or for which the Seller, rather than the Company, shall be responsibleLaw; or (vi) agreement, whether in writing or otherwise, to do any of the foregoing. (c) Except as set forth in Schedule 3.08 of the Company Disclosure Schedules, since December 31, 2009 through the date hereof, there has been no resignation or termination of any management level employee of the Company.