Common use of No Adverse Effects or Changes Clause in Contracts

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. (a) Except as set forth on in Schedule 4.63.6, since June 30December 31, 2011 2006, neither the Company has notnor any Subsidiary has: (ia) suffered any event or events which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; (iib) amended suffered any damage, destruction or modified loss in excess of €35,000 to any of its Certificate of Incorporation assets whether or By-laws (or equivalent governing documents)not covered by insurance; (iiic) taken sold, transferred, conveyed or otherwise disposed of, or encumbered with any action or entered into or authorized any Contract or transaction Lien (other than Permitted Liens), any asset or property having an individual book value in excess of €35,000, except sales of inventory in the ordinary course of business and consistent with past practice; (ivd) suffered made any damagechanges in its accounting systems, destruction policies, principles or Loss to any of its assets or properties (whether or not covered by insurance)practices; (ve) soldentered into, transferred, conveyed, assigned authorized or otherwise disposed permitted any transaction with any Seller or any Affiliates 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 CompanySeller; (vif) acquiredauthorized for issuance, leased issued, sold or encumbered delivered, or agreed or committed to issue, sell or deliver, any assets outside shares of its capital stock or any other securities of the Company or any Subsidiary, or amended any of the terms of any such capital stock or other securities; no shareholders resolutions have been passed that are not registered in the respective commercial registers, if applicable; (g) incurred any obligation or entered into any Contract that either required a payment by any party in excess of, or a series of payments which in the aggregate exceed, €35,000 or provides for the delivery of goods or performance of services, or any combination thereof, having a value in excess of €35,000, in each case other than customer agreements entered into in the ordinary course of business; (h) split, combined or reclassified any shares of capital stock, declared, set aside or paid any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of capital stock or other securities, or redeemed or otherwise acquired any capital stock or securities of the Company or any Subsidiary; (i) made any borrowings or incurred any debt (other than trade payables and bank loans 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 assets which are material to the Company or merged or consolidated with obligations of any other Person or otherwise acquired (by merger, consolidation, acquisition of securities made any payment or assets or otherwise) any corporation, partnership or other business organization or division or any material assets repayment in respect of any Indebtedness (other Personthan trade payables and bank loans and accrued expenses in the ordinary course of business and consistent with past practice); (viij) made any loans, advances or capital contributions to, or investments in, any other Person; (viiik) made entered into, adopted, amended or terminated any capital improvements or purchases bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other capital expendituresemployee benefit agreement, trust, plan or fund for the benefit or welfare of any director, officer or employee, or series increased in any manner the compensation or benefits of related capital improvements any director, officer or purchases employee not required by any existing plan or other capital expendituresarrangement, or entered into any commitment for capital improvements or purchases or other capital expenditures or series Contract to do any of related capital improvements or purchases or other capital expenditures, involving more than $10,000 individually, or more than $50,000 in the aggregateforegoing; (ixl) authorized for issuanceacquired or leased any assets outside the ordinary course of business and consistent with past practice or any assets which are material to the Company or any Subsidiary; (m) paid any amount, issued, sold, delivered performed any obligation or agreed to pay any amount or committed to issueperform any obligation, sell in settlement or deliver (whether through compromise of any suits or claims of liability against the issuance or granting of optionsCompany, warrants, convertible or exchangeable securities, commitments, subscriptions, rights to purchase or otherwise) any capital stock Subsidiary or any other debt of their respective directors, officers or equity securities employees; (n) waived, released or profits interest cancelled any claims against third parties or similar interestsdebts owing to it, or any rights which have any value; (o) entered into any other Contract other than in the ordinary course of business and consistent with past practice; (p) made any Tax election or settled or compromised any federal, state, provincial, local or foreign Tax liability, or waived or extended the statute of limitations in respect of any such Taxes; or (q) terminated, modified, amended or otherwise altered or changed any of the terms thereof;or provisions of any Contract, or paid any amount not required by Law or by any Contract.

No Adverse Effects or Changes. (a) Except as set forth on Schedule 4.63.6, since June 30December 31, 2011 2005, the Company has notand the Subsidiary have conducted their respective businesses and operations in all respects only in the ordinary course and consistent with past practices. Without limiting the foregoing, except as set forth on Schedule 3.6, since December 31, 2005, neither the Company nor any Subsidiary has: (ia) 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; (ivb) suffered any damage, destruction or Loss to any of its assets or properties (whether or not covered by insurance); (vc) incurred any obligation or entered into any Contract which either (i) required a payment by any party in excess of, or a series of payments which in the aggregate exceed, $50,000 or provides for the delivery of goods or performance of services, or any combination thereof, having a value in excess of $50,000 or (ii) has a term, or requires the performance of any obligations by the Company or the Subsidiary over a period, in excess of six months; (d) taken any action, or entered into or authorized any Contract or transaction other than in the ordinary course of business; (e) sold, transferred, conveyed, assigned or otherwise disposed of any of its assets or properties or soldproperties, assigned, transferred or licensed any Intellectual Property or adopted any plan except sales of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company; (vi) acquired, leased or encumbered any assets outside inventory in 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 Personbusiness; (viif) waived, released or cancelled any claims against third parties or debts owing to it, or any rights which have any value; (g) made any loanschanges in its accounting systems, advances policies, principles or capital contributions to, or investments in, any other Personpractices; (viiih) made any capital improvements or purchases or other capital expendituresentered into, authorized, or series permitted any transaction with any Affiliate 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 aggregateMember; (ixi) 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 membership interests, shares of its capital stock or any other debt or equity securities or profits interest or similar interestssecurities, or amended any of the terms of any such securities; (j) declared, set aside or paid any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its membership interests, capital stock, or redeemed or otherwise acquired any securities of the Company or the Subsidiary; (k) made any borrowing, incurred any debt (other than trade payables 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 the obligations of any other Person, or made any payment or repayment in respect of any indebtedness (other than trade payables and accrued expenses in the ordinary course of business and consistent with past practice); (l) made any loans, advances or capital contributions to, or investments in, any other Person; (m) entered into, adopted, amended or terminated any bonus, profit sharing, compensation, termination, equity option, equity appreciation right, restricted equity, 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, consultant or employee, or increased in any manner the compensation or fringe benefits of any director, officer, consultant or employee or paid any benefit not required by any existing plan and arrangement or entered into any contract, agreement, commitment or arrangement to do any of the foregoing; (n) except for capital expenditures contemplated by clause (o), acquired, leased or encumbered any assets outside the ordinary course of business or any assets which are material to the Company or the Subsidiary; (o) authorized or made any capital expenditures which individually or in the aggregate are in excess of $50,000; (p) 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; (q) 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, the Subsidiary or any of their respective directors, officers, employees or agents; or (r) 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. (a) Except as set forth on Schedule 4.6listed in Exhibit 2.6, since June 30February 28, 2011 1999, the Company has not: (i) suffered any Company 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); (iii) incurred any obligation or entered into any Contract which required a payment by any party in excess of, or a series of payments which in the aggregate exceed, $100,000 or provides for the delivery of goods or performance of services, or any combination thereof, having a value in excess of $100,000 except for purchases of raw materials and supplies in the ordinary course of business of the Company; (iv) taken any action, entered into authorized any Contract or transaction other than in the ordinary course of business and consistent with past practice; (v) sold, transferred, conveyed, assigned or otherwise disposed of any of its assets or properties or soldproperties, assigned, transferred or licensed any Intellectual Property or adopted any plan except sales of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization inventory in the ordinary course of the Companybusiness and consistent with past practice; (vi) acquiredwaived, leased released or encumbered cancelled any assets outside the ordinary course of business claims against third parties or debts owing to it, or any assets rights 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 have any material assets of any other Personvalue; (vii) made any loanschanges in its accounting systems, advances policies, principles or capital contributions to, or investments in, any other Personpractices; (viii) made any capital improvements or purchases or other capital expendituresentered into, authorized, or series permitted any transaction either or both of related capital improvements Sellers or purchases any Affiliate of either or other capital expenditures, or entered into any commitment for capital improvements or purchases or other capital expenditures or series both of related capital improvements or purchases or other capital expenditures, involving more than $10,000 individually, or more than $50,000 in the aggregateSellers; (ixvix) 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 shares of capital stock or any other debt or equity securities or profits interest or similar interestssecurities, or amended any of the terms of any such securities; (x) split, combined, or reclassified any shares of its capital stock, declared, set aside or paid any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, or redeemed or otherwise acquired any securities of the Company; (xi) except for Existing Borrowings, made any borrowings, incurred any debt (other than trade payables 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 the obligations of any other Person, or made any payment or repayment in respect of any indebtedness (other than trade payables and accrued expenses in the ordinary course of business and consistent with past practice), in each case, in excess of $25,000; (xii) made any loans, advances or capital contributions to, or investments in, any other Person, in each case, in excess of $10,000; (xiii) 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, or increased by five percent (5%) or more the compensation or fringe benefits of any nonunion employee earning in excess of $35,000 annually, or paid any benefit not required by any existing plan and arrangement or entered into any contract, agreement, commitment or arrangement to do any of the foregoing; (xiv) except for capital expenditures contemplated by (xv) below, acquired, leased or encumbered any assets outside the ordinary course of business or any assets which are material to the Company; (xv) authorized or made any capital expenditure which individually is in excess of $25,000; (xvi) made any Tax election or settled or compromised any Tax liability; or waived or extended the statue of limitations in respect of any such Taxes; (xvii) 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 any of its directors, officers, employees or agents; (xviii) paid in excess of $20,000, performed any obligation or agreed to pay in excess of $20,000 or perform any obligation, in settlement or compromise of any claims of liability against the Company or any of its directors, officers, employees or agents; or (xix) 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, other than in the ordinary course of business and consistent with past practices.

No Adverse Effects or Changes. (a) Except as set forth listed on Schedule 4.63.6, since June 30the date of the Latest Balance Sheet and as of the date hereof, 2011 neither the Company has notnor any Subsidiary has: (i) suffered any Material Adverse Effect;Effect on the Company, (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 material damage, destruction or Loss to any of its assets or properties (whether or not covered by insurance);, (viii) taken any material action or entered into or authorized any material Contract or transaction other than in the ordinary course of business and consistent with past practice, (iv) sold, transferred, conveyed, assigned or otherwise disposed of any of its material assets or properties properties, (v) waived, released or soldcanceled any material claims against third parties or debts owing to it, assigned, transferred or licensed any Intellectual Property or adopted rights which have any plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company;substantial value, (vi) acquiredmade any material changes in its accounting systems, leased policies, principles, practices or encumbered methods, (vii) entered into, authorized or permitted any assets outside transaction with any Stockholder or any Affiliate thereof, except in the ordinary course of business or any assets which are material to the Company or merged or consolidated and consistent 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 Personpast practice; (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 shares of its capital stock or capital interests or any other debt or equity securities or profits interest or similar interestssecurities, or amended any of the terms of any such securities; (ix) split, combined or reclassified any shares of its capital stock or capital interests, declared, set aside or paid any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock or capital interests, or redeemed or otherwise acquired any shares, interests or other securities of the Company or any Subsidiary; (x) made any borrowings, incurred any debt (other than trade payables 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 the obligations of any other Person (other than the Subsidiaries), or made any payment or repayment in respect of any indebtedness (other than trade payables, accrued expenses and payments of indebtedness existing on the date of the Latest Balance Sheet, in each case in the ordinary course of business and consistent with past practice); (xi) made any material loans or advances to, or any capital contributions to or investments in, any other Person; (xii) entered into, adopted, amended, modified or terminated any Company Employee Plan, or increased in any manner the compensation or fringe benefits of any current or former director, officer or employee of the Company or any Subsidiary, or paid any benefit not required by any Company Employee Plan or entered into any Contract or informal understanding to do any of the foregoing, except in the ordinary course of business and consistent with past practice; (xiii) acquired, leased or encumbered any assets outside the ordinary course of business or any assets which are material to the Company or any Subsidiary; (xiv) made any Tax election or settled or compromised any federal, state, local or foreign Tax liability, or waived or extended the statute of limitations or period for assessment in respect of any such Taxes; (xv) 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, any Subsidiary or any of their respective directors, officers, employees or agents; or (xvi) terminated, modified, amended or otherwise altered or changed any of the terms or provisions of any material Contract, except in the ordinary course of business and consistent with past practice.