Common use of No Changes Since Balance Sheet Date Clause in Contracts

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 Except as expressly contemplated by this Agreement, or as set forth on Schedule 2.20, since the Balance Sheet ----------------------------------- Date, except as expressly contemplated hereby or as disclosed in a Schedule or Exhibit hereto, Date neither the Company nor any Subsidiary thereof has not (a) incurred any Indebtedness or 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 businessOrdinary Course, (b) permitted any of its assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind Encumbrance (other than Permitted LiensEncumbrances), (c) sold, transferred or otherwise disposed of any assets, including without limitation, any Proprietary Rights, except in the ordinary course of business, Ordinary Course (d) made any capital expenditure or commitment therefor, except in the ordinary course of business, (e) declared or made any distribution to its members or shareholders or declared or paid any dividend or made any distribution, in cash or other property, distribution on any membership interests or shares of its capital stock, or (f) redeemed, purchased or otherwise acquired any membership interests or shares of its capital stock stock, (g) granted or issued any option, warrant or other right to purchase or acquire any such sharesmembership interests or shares of its capital stock, (fh) made any bonus or profit sharing distribution or payment of any kind, (gi) increased its indebtedness for borrowed money Indebtedness, except current borrowings from banks in the Ordinary Course, or made any loan or advance to any Person, (hj) written off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business Ordinary Course charged to applicable reserves, none of which individually or in the aggregate would have a is material adverse effect to the Company or suffered any damageand its Subsidiaries, destruction or casualty loss exceeding $50,000 in the aggregatetaken as a whole, (ik) delayed paying any accounts payable, (l) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee or other employeesemployee, except in the Ordinary Course, (jm) cancelled canceled or waived any claims or rights of substantial material value, (kn) made any change in any method of accounting or audit auditing practice, (lo) otherwise conducted its business or entered into any material transaction, except in the ordinary course Ordinary Course, (p) amended or restated its certificate of businessformation or limited liability company agreement, its charter or by-laws (or comparable organizational or governing documents), (q) entered into, materially amended or supplemented, or become subject to, any Contract of a type described in Section 2.10(a) or (b) except, in each case, to the extent already set forth on Schedule 2.10(a) or (b), or (mr) 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 (a) Except as set forth on Schedule 2.29, since the Balance Sheet ----------------------------------- Date, except as expressly contemplated hereby or as disclosed in a Schedule or Exhibit hereto, the Company has not (ai) incurred any liability or obligation of any nature (whether accrued, absolute, contingent contingent, known or unknown or otherwise), ) except in the ordinary course of business, business or paid any material obligation or liability, other in an amount less than current liabilities paid $25,000 in the ordinary course of business, aggregate (bii) permitted any of its assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind Encumbrance (other than Permitted LiensEncumbrances), (ciii) sold, transferred or otherwise disposed of any assets, including without limitation, any Proprietary Rights, assets except in the ordinary course of businessbusiness or for an amount less than $25,000 in the aggregate, (div) made any capital expenditure or commitment therefor, therefor except in the ordinary course of businessbusiness or in an amount less than $25,000 in the aggregate, (ev) declared or paid any dividend or made any other 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 securities or any option, warrant or other right to purchase or acquire any such sharesStock Acquisition Rights therefor, (fvi) made any bonus or profit sharing distribution or payment of any kind, (gvii) increased its indebtedness for borrowed money money, except current borrowings from banks in the ordinary course of business or in an amount less than $25,000 in the aggregate, or made any loan to any Person, ; (hviii) written off as uncollectible any notes or accounts receivable, 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 exceeds $50,000 in the aggregate25,000, (iix) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee or other employees, (jx) cancelled or waived any claims or rights of substantial valuerights, (kxi) made any change in any method of accounting or audit auditing practice, (lxii) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of business, or (mxiii) 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 Except as set forth in ----------------------------------- Schedule 3.24 attached hereto, since the Balance Sheet ----------------------------------- Date, except as expressly contemplated hereby ------------- permitted or as disclosed in a Schedule or Exhibit heretorequired by this Agreement, neither the Company nor any of its subsidiaries 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 businessbusiness consistent with past practice, (b) permitted any of its assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind Lien (other than Permitted Liens), (c) sold, transferred or otherwise disposed of any assets, including without limitation, any Proprietary Rights, assets except in the ordinary course of businessbusiness consistent with past practice, or made any acquisition of all or any part of the properties, capital stock or business of any other Person, (d) made any capital expenditure or commitment therefortherefor in excess of $50,000, except individually, or $500,000, in the ordinary course of businessaggregate, (e) declared or paid any dividend or made any distribution, in cash or other property, distribution on any shares of its capital stock, or (f) redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such sharesstock, (fg) granted or issued any Option, with respect to any shares of its capital stock, (h) made any bonus or profit sharing distribution or payment of any kind, (gi) increased its indebtedness for borrowed money money, except current borrowings from banks in the ordinary course of business, or made any loan to any Person, (hj) 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 is material adverse effect to the Company or suffered any damage, destruction or casualty loss exceeding $50,000 in the aggregateand its subsidiaries, (ik) 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, consistent with past practice, (jl) cancelled canceled or waived any claims or rights of substantial value, (km) made any change in any method of accounting or audit auditing practice, (ln) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of business, or (mo) agreed, whether or not in writing, to do any of the foregoing. Since To 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 knowledge of the Company, no fact or condition exists or is contemplated or threatened which might cause any change described in clauses (a) through (o) above in the future.

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 Except as set forth on Schedule 2.20 or as expressly permitted or contemplated by this Agreement or the other Related Documents, since the Balance Sheet ----------------------------------- Date, except as expressly contemplated hereby or as disclosed in a Schedule or Exhibit hereto, Date neither the Company nor any of its Subsidiaries 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 businessOrdinary Course, (b) permitted any of its assets assets, tangible or intangible, to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind Encumbrance (other than Permitted LiensEncumbrances), (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, including without limitation, any Proprietary Rightstangible or intangible, except for fair consideration in the ordinary course of businessOrdinary Course, (df) made any material capital expenditure or commitment therefor, except in the ordinary course of business, (eg) made any distribution to its stockholders or declared or paid any dividend or made any distribution, in cash or other property, distribution on any shares of its capital stockstock (whether in cash or in kind), or (h) redeemed, purchased or otherwise acquired any shares of its capital stock stock, (i) granted or issued any option, warrant or other right to purchase or acquire (including upon conversion, exchange or exercise) any such sharesshares of its capital stock, (fj) made any bonus or profit sharing distribution or payment of any kind, (gk) increased its 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 to, or any Personacquisition of the securities or assets of, any other Person (or series of related capital investments, loans and acquisitions), (h1) written off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business Ordinary Course charged to applicable reserves, none of which individually or in the aggregate would have a 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 material adverse effect to the Company or suffered any damage, destruction destruction, or casualty loss exceeding $50,000 in the aggregate(whether or not covered by insurance) to its property, (iq) entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement, (r) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee employee, director or officer, except in the Ordinary Course, (s) adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other employeesplan, contract, or commitment for the benefit of any of its directors, officers and employees (or taken any such action with respect to any Company Plan), (jt) cancelled made any other change in employment terms for any of its directors, officers and employees outside the Ordinary Course, (u) canceled, compromised, waived or waived released any claims or rights of substantial material value, (kv) made or pledged to make any charitable or other capital contribution outside the Ordinary Course, (w) discharged a material liability or Encumbrance outside the Ordinary Course (x) made any loans or advances of money, (y) been involved in any other occurrence, event, incident, action, failure to act or transaction outside the Ordinary Course, (z) made any change in any method of accounting or audit auditing practice, (laa) otherwise conducted its business or entered into any material transaction, except in the ordinary course of business, Ordinary Course or (mbb) 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 To the best of the Selling Shareholders knowledge and belief, since the Balance Sheet ----------------------------------- Date, except as expressly contemplated hereby permitted or as disclosed in a Schedule or Exhibit heretorequired by this Agreement, neither the Company nor any of its subsidiaries 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 businessbusiness consistent with past practice, (b) permitted any of its assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind Lien (other than Permitted Liens), (c) sold, transferred or otherwise disposed of any assets, including without limitation, any Proprietary Rights, assets except in the ordinary course of businessbusiness consistent with past practice, or made any acquisition of all or any part of the properties, capital stock or business of any other Person, (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, distribution on any shares of its capital stock, or (f) redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such sharesstock, (fg) granted or issued any Option, with respect to any shares of its capital stock, (h) made any bonus or profit sharing distribution or payment of any kind, (gi) increased its indebtedness for borrowed money money, except current borrowings from banks in the ordinary course of business, or made any loan to any Person, (hj) 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 is material adverse effect to the Company or suffered any damage, destruction or casualty loss exceeding $50,000 in the aggregateand its subsidiaries, (ik) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any director or executive employee or for any other employees, except in the ordinary course of business, consistent with past practice with the exception of certain stock options that have been granted to Board members, (jl) cancelled canceled or waived any claims or rights of substantial value, (km) made any change in any method of accounting or audit auditing practice, (ln) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of business, or (mo) agreed, whether or not in writing, to do any of the foregoing. Since To the Balance Sheet Date there has been best knowledge of the Selling Shareholders, no material adverse fact or condition exists or is contemplated or threatened which might cause any change described in clauses (a) through (n) above in the financial condition, operating results, assets, operations, business, prospects, employee relations or customer or supplier relations of the Companyfuture.

No Changes Since Balance Sheet Date. Since From the Balance Sheet ----------------------------------- DateDate through the date hereof, except as expressly contemplated hereby or as disclosed in a specifically stated on Schedule or Exhibit hereto3.26, the Company has not (ai) 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, (bii) 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)Lien, (ciii) sold, transferred or otherwise disposed of any assets, including without limitation, any Proprietary Rights, assets except in the ordinary course of business, (div) made any capital expenditure or commitment therefor, except therefor which individually or in the ordinary course of business, aggregate exceeded $25,000; (ev) 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 sharesmembership interests, (fvi) made any bonus or profit sharing distribution or payment of any kinddistribution, (gvii) increased or prepaid its indebtedness for borrowed money money, except current borrowings under credit lines listed on Schedule 3.26, or made any loan to any PersonPerson other than to any employee for normal travel and expense advances, (hviii) written wrote down the value of any work-in-process, or wrote off as uncollectible any notes or accounts receivable, except write-downs and write-offs in the ordinary course of business charged to applicable reservesbusiness, none of which individually or in the aggregate would have a aggregate, were material adverse effect to the Company or suffered any damage, destruction or casualty loss exceeding $50,000 in the aggregateCompany, (iix) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee who, whether as a result of such increase or prior thereto, received aggregate compensation from the Company at an annual rate of $50,000 or more, except in the ordinary course of business, (x) entered into any employment or exclusive consulting agreement which is not cancelable by the Company without penalty or other employeesfinancial obligation within 30 days, (jxi) cancelled canceled or waived any claims or rights of substantial material value, (kxii) made any change in any method of accounting or audit practiceprocedures, (lxiii) otherwise conducted its business the Company’s Business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of its business, (xiv) amended or terminated any agreement which is material to the Business, (xv) renewed, extended or modified any lease of real property or any lease of personal property, except in the ordinary course of business or as set forth on Schedule 3.26(xv) hereto, or (mxvi) agreed, whether or not in writing, to do any of the foregoing. Since the Balance Sheet Date there has been no material adverse change actions set forth in the financial condition, operating results, assets, operations, business, prospects, employee relations or customer or supplier relations any of the Companyabove clauses.

No Changes Since Balance Sheet Date. Since Except as set forth in the ----------------------------------- Company SEC Reports filed prior to the date of this Agreement, on Schedule 3.21 ------------- or as expressly permitted or contemplated by this Agreement, since the Company Balance Sheet ----------------------------------- Date, except as expressly contemplated hereby or as disclosed in a Schedule or Exhibit hereto, Date neither the Company nor any of its Subsidiaries 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, assets except in the ordinary course of business, (d) made any capital expenditure or commitment therefor, except in the ordinary course of business, (e) made any distribution to its shareholders or declared or paid any dividend or made any distribution, in cash or other property, distribution on any shares of its capital stock, or stock (f) redeemed, purchased or otherwise acquired any shares of its capital stock stock, (g) granted or issued any option, warrant or other right to purchase or acquire any such sharesshares of its capital stock, (fh) made any bonus or profit sharing distribution or payment of any kind, (gi) increased its indebtedness for borrowed money money, except current borrowings from banks in the ordinary course of business, or made any loan to any Person, (hj) written off as uncollectible any notes or accounts receivable, except write-write- offs in the ordinary course of business charged to applicable reserves, none of which individually or in the aggregate would have a is material adverse effect to the Company or suffered any damageand its Subsidiaries, destruction or casualty loss exceeding $50,000 in the aggregatetaken as a whole, (ik) 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, (jl) cancelled canceled or waived any claims or rights of substantial material value, (km) made any change in any method of accounting or audit auditing practice, (ln) otherwise conducted its business or entered into any material transaction, except in the ordinary course of business, business or (mo) 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.