No Changes Since Balance Sheet Date. Since the Balance Sheet ----------------------------------- Date, except as expressly contemplated hereby or as disclosed in a Schedule or Exhibit hereto, the Company has not (a) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the ordinary course of business, or paid any material obligation or liability, other than current liabilities paid in the ordinary course of business, (b) permitted any of its assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind (other than Permitted Liens), (c) sold, transferred or otherwise disposed of any assets, including without limitation, any Proprietary Rights, except in the ordinary course of business, (d) made any capital expenditure or commitment therefor, except in the ordinary course of business, (e) declared or paid any dividend or made any distribution, in cash or other property, on any shares of its capital stock, or redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares, (f) made any bonus or profit sharing distribution or payment of any kind, (g) increased its indebtedness for borrowed money or made any loan to any Person, (h) written off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business charged to applicable reserves, none of which individually or in the aggregate would have a material adverse effect to the Company or suffered any damage, destruction or casualty loss exceeding $50,000 in the aggregate, (i) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee or other employees, (j) cancelled or waived any claims or rights of substantial value, (k) made any change in any method of accounting or audit practice, (l) otherwise conducted its business or entered into any transaction, except in the ordinary course of business, or (m) agreed, whether or not in writing, to do any of the foregoing. Since the Balance Sheet Date there has been no material adverse change in the financial condition, operating results, assets, operations, business, prospects, employee relations or customer or supplier relations of the Company.
No Changes Since Balance Sheet Date. Since the Balance Sheet Date, except as expressly contemplated hereby or as disclosed in a Schedule or Exhibit hereto (including, without limitation, Schedule 2.17) or any SEC Report, neither CHP nor any of CHP's Subsidiaries has (a) incurred any material liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the ordinary course of business (and neither CHP nor any of CHP's Subsidiaries is in default in respect of the terms or conditions of any indebtedness), (b) permitted any of its assets to be subjected to any material mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind (other than Permitted Liens), (c) sold, transferred or otherwise disposed of any material assets except in the ordinary course of business, (d) made any material capital expenditure or commitment therefor, except in the ordinary course of business, (e) declared or paid any dividend or made any distribution on any shares of its capital stock, or redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares, other than regularly scheduled cash dividends, (f) made any material bonus or profit sharing distribution or payment of any kind, (g) materially increased its indebtedness for borrowed money or made any material loan to any Person, (h) written off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business charged to applicable reserves, (i) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee or other employees, except in the ordinary course of business, (j) canceled or waived any claims or rights of substantial value, (k) made any material change in any method of accounting or audit practice, (l) otherwise conducted its business or entered into any transaction, except in the ordinary course of business, or (m) agreed, whether or not in writing, to do any of the foregoing.
No Changes Since Balance Sheet Date. Since the Balance Sheet Date, the Company has not on a consolidated basis:
No Changes Since Balance Sheet Date. Except as expressly permitted or contemplated by this Agreement, since the Balance Sheet Date, the Company has not (a) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the Ordinary Course, (b) permitted any of its assets, tangible or intangible, to be subjected to any Encumbrance (other than Permitted Encumbrances), (c) entered into any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) outside the Ordinary Course, (d) has been party to any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) that has been accelerated, terminated, modified or cancelled, (e) sold, leased, assigned, transferred or otherwise disposed of any assets, tangible or intangible, except for fair consideration in the Ordinary Course, (f) made any capital expenditure or commitment therefor, (g) made any distribution to its stockholders or declared or paid any dividend or made any distribution on any shares of its capital stock (whether in cash or in kind), (h) redeemed, purchased or otherwise acquired any shares of its capital stock, (i) granted or issued any option, warrant or other right to purchase or acquire (including upon conversion, exchange or exercise) any shares of its capital stock, (j) made any bonus or profit sharing distribution or payment of any kind, (k) issued any note, bond, or other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligations, or 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), (1) written off as uncollectible any notes or accounts receivable, except write-offs in the Ordinary Course charged to applicable reserves, none of which individually or in the aggregate is material, (m) delayed or postponed the payment of accounts payable and other liabilities outside the Ordinary Course, (n) transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property, (o) changed or caused to be changed its charter or bylaws, (p) experienced any damage, destruction, or loss (whether or not covered by insurance) to its property, (q) entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any...
No Changes Since Balance Sheet Date. Except as set forth on ----------------------------------- Schedule 3.26, since the Balance Sheet Date, the operations of the Company have ------------- been conducted in the ordinary and usual course of business and there has been no Material Adverse Change with respect to the Company; no fact, circumstance or event exists or has occurred which could reasonably be expected to result in a Material Adverse Change with respect to the Company; and the Company has not:
No Changes Since Balance Sheet Date. Except as set forth on Schedule 4.21 or as expressly permitted or contemplated by this Agreement:
No Changes Since Balance Sheet Date. Except as set forth in Schedule 3.26, since the Balance Sheet Date, the Company has conducted its business in the ordinary course consistent with past practice and, since such date, there has not been (i) any development, action, event, occurrence or transaction that would have been prohibited by Section 5.1 if this Agreement had been in effect at the time thereof or any agreement, arrangement, understanding, Contract or commitment in respect of any development, action, event, occurrence or transaction that would have been prohibited by Section 5.1 if this Agreement had been in effect at the time thereof, (ii) any Material Adverse Effect with respect to the Company or an event or development that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company or Seller, or (iii) any damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the assets, property or business of the Company.
No Changes Since Balance Sheet Date. Since the Balance Sheet Date, except as contemplated or expressly required or permitted by this Agreement or as disclosed in Part 1 of Schedule 3.11, there has not been a Material Adverse Effect on the Matrix Business. Without limiting the foregoing, since the Balance Sheet Date, except as disclosed in Part 2 of Schedule 3.11, MAMC has not (a) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the Ordinary Course, (b) permitted any of its assets to be subjected to any Encumbrance (other than Permitted Encumbrances), (c) sold, leased, transferred or otherwise disposed of any assets, except in the Ordinary Course, (d) made any capital expenditure or commitment therefor, (e) made any bonus or profit sharing distribution or payment of any kind, or increased the compensation of any officer or granted any general salary or benefits increase to its employees other than in the Ordinary Course (f) increased its indebtedness, (g) written off as uncollectible any notes or accounts receivable, except write-offs in the Ordinary Course charged to applicable reserves, none of which individually or in the aggregate is material to MAMC, (h) canceled or waived any claims or rights of material value, (i) made any change in any method of accounting or auditing practice, (j) entered into, become subject to, accelerated, terminated, made material modifications to, or cancelled any material agreement, contract, lease, or license to which MAMC is a party or by which the Matrix Business is bound (k) otherwise conducted its business or entered into any material transaction, except in the Ordinary Course or (l) agreed, whether or not in writing, to do any of the foregoing.
No Changes Since Balance Sheet Date. Except as set forth on Schedule 3.25, since the Balance Sheet Date there has not been a Material Adverse Change with respect to Optiant; no fact, circumstance, or event has occurred that could reasonably be expected to result in a Material Adverse Change with respect to Optiant; and neither Optiant nor any of its Subsidiaries has:
No Changes Since Balance Sheet Date. Except as otherwise set forth in Schedule 4.13, since the Balance Sheet Date there has not been a Material Adverse Change with respect to any Company Group Member; no fact, circumstance, or event exists or has occurred that would reasonably be expected to result in a Material Adverse Change with respect to any Company Group Member; and no Company Group Member has:
