No Adverse Effects or Changes. Except (i) with respect to the Excluded Assets and the Retained Obligations, (ii) as set forth on Schedule 4.5 and (iii) as otherwise contemplated by this Agreement, from March 31, 2004 until the date of this Agreement, the Business has been conducted in the ordinary course and in substantially the same manner as previously conducted, and there has not been (in relation to the Business):
(a) any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Business Material Adverse Effect;
(b) any material change in any method of accounting or accounting practice by any Seller with respect to the Business except for any such change after March 31, 2004 required by reason of a change in Applicable Accounting Principles;
(c) any (i) bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan or fund entered into, adopted, amended or terminated for the benefit or welfare of any Current MCI Employee or Former MCI Employee, or (ii) increase in the compensation or benefits of any Current MCI Employee or Former MCI Employee or any Contract entered into to do any of the foregoing, except, in each case, for increases in compensation in the ordinary course of business consistent with past practice with respect to Current MCI Employees other than senior management, or as required by Law;
(d) any capital expenditure, or commitment for a capital expenditure, by any Seller or its Affiliates for additions or improvements to any Transferred Real Property;
(e) any labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any employees of the Business, which employees were not subject to a collective bargaining agreement as of March 31, 2004, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to employees of the Business;
(f) any acquisition by merger or consolidation with, or by the purchase of a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or any acquisition otherwise of any assets (other than Inventory) by any Seller or any Affiliate of any Seller the valu...
No Adverse Effects or Changes. Since December 31, 2003, (i) neither the Company nor any of the Subsidiaries has suffered any Material Adverse Effect; (ii) there has been no change, event, development, damage or circumstance affecting the Company or the Subsidiaries that, individually or in the aggregate could reasonably be expected to have a Material Adverse Effect on the Company or any of the Subsidiaries; (iii) there has not been any change by the Company or any of the Subsidiaries in its accounting methods, principles or practices, or any revaluation by the Company or any of the Subsidiaries of any of its assets, including writing down the value of inventory or writing off notes or accounts receivable; and (iv) the Company and each of the Subsidiaries has conducted its business only in the ordinary course of business consistent with past practice.
No Adverse Effects or Changes. (a) Except as set forth on Schedule 4.6, since June 30, 2011 the Company has not:
(i) suffered any Material Adverse Effect;
(ii) amended or modified its Certificate of Incorporation or By-laws (or equivalent governing documents);
(iii) taken any action or entered into or authorized any Contract or transaction other than in the ordinary course of business and consistent with past practice;
(iv) suffered any damage, destruction or Loss to any of its assets or properties (whether or not covered by insurance);
(v) sold, transferred, conveyed, assigned or otherwise disposed of any of its assets or properties or sold, assigned, transferred or licensed any Intellectual Property or adopted any plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company;
(vi) acquired, leased or encumbered any assets outside the ordinary course of business or any assets which are material to the Company or merged or consolidated with any other Person or otherwise acquired (by merger, consolidation, acquisition of securities or assets or otherwise) any corporation, partnership or other business organization or division or any material assets of any other Person;
(vii) made any loans, advances or capital contributions to, or investments in, any other Person;
(viii) made any capital improvements or purchases or other capital expenditures, or series of related capital improvements or purchases or other capital expenditures, or entered into any commitment for capital improvements or purchases or other capital expenditures or series of related capital improvements or purchases or other capital expenditures, involving more than $10,000 individually, or more than $50,000 in the aggregate;
(ix) authorized for issuance, issued, sold, delivered or agreed or committed to issue, sell or deliver (whether through the issuance or granting of options, warrants, convertible or exchangeable securities, commitments, subscriptions, rights to purchase or otherwise) any capital stock or any other debt or equity securities or profits interest or similar interests, or amended any of the terms thereof;
No Adverse Effects or Changes. Except for transactions contemplated by this Agreement or as otherwise set forth in Schedule 3.6, since January 1, 1997, Seller has not:
(a) suffered any Material Adverse Change or Material Adverse Effect (whether or not covered by insurance) or circumstances which could create a Material Adverse Effect;
(b) incurred any obligation or entered into any Contract which either (x) requires a payment by any party in excess of, or a series of payments which in the aggregate exceed, $5,000 or provides for the delivery of goods or performance of services, or any combination thereof, having a value in excess of $5,000, other than obligations and Contracts entered into with suppliers and customers in the ordinary course of business, or (y) has a term of, or requires the performance of any obligations by Seller over a period in excess of, six months;
(c) taken any action, or entered into or authorized any Contract or transaction other than in the ordinary course of business and consistent with past practice;
(d) sold, transferred, conveyed, assigned or otherwise disposed of any of its assets or properties, including sales of inventory, except in the ordinary course of business and consistent with past practice;
(e) waived, released, or canceled any claims against third parties, debts owing to it, or any rights which have any value in excess of $1,000 in the aggregate;
(f) made any changes in its accounting systems, policies, principles or practices except as required by GAAP;
(g) entered into, authorized, or permitted any transaction with any Affiliate of the Seller, other than the payment of normal compensation and expense reimbursement in the ordinary course of business;
(h) made any borrowings, incurred any debt (other than trade payables, accrued expenses and additional indebtedness incurred pursuant to Seller's line of credit existing on the date hereof, all in the ordinary course of business and consistent with past practice), or assumed, guaranteed, endorsed (except for the negotiation or collection of negotiable instruments in trans actions in the ordinary course of business and consistent with past practice) or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any other Person, or made any payment or repayment in respect of any indebtedness (other than trade payables, accrued expenses and additional indebtedness incurred pursuant to Seller's line of credit existing on the date hereof, all in the ordinary course of b...
No Adverse Effects or Changes. Since the Latest Financial Statement Date, the Company has not:
(a) suffered any Company Adverse Change or Effect;
(b) waived, released or canceled any claims against third parties or debts owing to it, or any rights;
(c) made any changes in its accounting systems, policies, principles or practices;
(d) authorized for issuance, issued, sold, delivered or agreed or committed to issue, sell or deliver (whether through the issuance or granting of options, warrants, convertible or exchangeable securities, commitments, subscriptions, rights to purchase or otherwise), any of its Securities, or amended any of the terms of any of its Securities;
(e) split, combined, or reclassified any shares of its Securities, declared, set aside or paid any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its securities, or redeemed or otherwise acquired any Securities of the Company or of any other Person;
(f) entered into, adopted, amended or terminated any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director or officer;
(g) authorized or made any capital expenditure;
(h) made any Tax election or settled or compromised any federal, state, local or foreign Tax liability, or waived or extended the statute of limitations in respect of any such Taxes;
(i) paid any amount, performed any obligation or agreed to pay any amount or perform any obligation, in settlement or compromise of any suits against the Company or its Affiliates or any of its directors, officers, employees, agents, or shareholders;
(j) paid any amount, performed any obligation or agreed to pay any amount or perform any obligation, in settlement or compromise of any claims of liability against the Company or its Affiliates or any of its directors, officers, employees, agents, or shareholders; or
(k) terminated, modified, amended or otherwise altered or changed any of the terms or provisions of any Contract, or paid any amount not required by Law or by any Contract.
No Adverse Effects or Changes. Except as listed in Schedule 4.6, since November 30, 2003, the Acquired Companies have conducted their respective businesses only in, and have not engaged in any transaction that is material to the Acquired Companies, as a whole, other than according to, the ordinary and usual course of such businesses and there has not been:
(a) any change in the financial condition, liabilities and assets (taken together), or business of the Acquired Companies, except as would not be reasonably expected to have a Material Adverse Effect; or
(b) any damage, destruction or other casualty loss with respect to any asset or property owned, leased or otherwise used by the Acquired Companies, whether or not covered by insurance, except as would not be reasonably expected to have a Material Adverse Effect.
No Adverse Effects or Changes. (a) Except as listed in Schedule 3.5, since December 31, 2007, the Company has not:
(i) suffered any damage, destruction, claim or loss (whether or not covered by insurance) in excess of $5,000 or in excess of $25,000 in the aggregate;
(ii) sold, transferred, conveyed or otherwise disposed of, or encumbered with any Lien (other than Permitted Liens), any asset having an individual book value in excess of $5,000 or in excess of $25,000 in the aggregate, except for minor amounts of personal property sold or disposed of for fair value in the ordinary course of business and consistent with past practice;
(iii) made any changes in its accounting principles or practices, made any change to its internal control over financial reporting, or identified or become aware of any fraud or any significant deficiency or material weakness in internal control over financial reporting;
(iv) made any borrowings or incurred any debt (other than borrowings made and debt incurred in the ordinary course of business and consistent with past practice), or assumed, guaranteed, endorsed (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business and consistent with past practice) or otherwise become liable (whether directly, contingently or otherwise) for any material obligations of any other Person;
(v) made any loans, advances or capital contributions to, or investments in, any other Person;
(vi) entered into, adopted, amended or terminated any Benefit Plan or otherwise increased the compensation or benefits of any director, officer or employee of the Company whose compensation as of January 1, 2008 was in excess of $75,000 per annum, or entered into any Contract to do any of the foregoing;
(vii) acquired or leased any assets having an individual book value in excess of $10,000, except in the ordinary course of business and consistent with past practice;
(viii) paid any amount, performed any obligation or agreed to pay any amount or perform any obligation, in settlement or compromise of any suits or claims of liability against the Company or any of its directors, officers or employees;
(ix) entered into any other material Contract other than in the ordinary course of business and consistent with past practice; or
(x) accelerated or delayed collection of Accounts Receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business consistent with p...
No Adverse Effects or Changes. Since December 27, 2007, (i) the Corporation and its Subsidiaries, taken as a whole, have not suffered any Material Adverse Effect; (ii) there has been no change, event, development, damage or circumstance affecting the Corporation and its Subsidiaries, taken as a whole, that, individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole; (iii) there has not been any material change by the Corporation in its accounting methods, principles or practices, or any material revaluation by the Corporation of any of its assets, including material writing down the value of inventory or material writing off notes or accounts receivable; and (iv) each of the Corporation and its Subsidiaries has conducted its business only in the ordinary course of business consistent with past practice, except as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.
No Adverse Effects or Changes. Except (a) with respect to the Excluded Assets and the Retained Obligations, (b) as set forth on Schedule 4.5 or any other Schedule to this Agreement and (c) as otherwise contemplated by this Agreement, from March 31, 2007 until the date of this Agreement, (i) the Business has not suffered any event which has had a Business Material Adverse Effect, and (ii) the Business has been conducted in the ordinary course and in substantially the same manner as previously conducted. No Seller or Skyware has taken any Restricted Actions since the Balance Sheet Date.
No Adverse Effects or Changes. Except (a) with respect to the Excluded Assets and the Retained Obligations, (b) as otherwise contemplated by this Agreement or (c) as set forth on Schedule 4.5, since September 30, 2006, (i) the Business has not suffered any event which has had or would reasonably be expected to have a Business Material Adverse Effect and (ii) the Business has been conducted in the ordinary course and in substantially the same manner as previously conducted.
