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 (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, except as expressly contemplated hereby or as disclosed in a Schedule or Exhibit hereto (includinghereto, without limitation, Schedule 2.17) or any SEC Report, neither CHP nor any of CHP's Subsidiaries the Company has not (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 business, or paid any material obligation or liability, other than current liabilities paid in the ordinary course of CHP's Subsidiaries is in default in respect of the terms or conditions of any indebtedness)business, (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 assets, including without limitation, any Proprietary Rights, 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 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, 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, 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, except in the ordinary course of business, (j) canceled cancelled 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. 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 the Company SEC Reports, on Schedule 3.21 or as 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 (including, without limitation, Schedule 2.17) or any SEC Report, Date neither CHP the Company nor any of CHP's its 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)business, (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) made any distribution to its shareholders or declared or paid any dividend or made any 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 shares, other than regularly scheduled cash dividendsshares of its capital stock, (fh) made any material bonus or profit sharing distribution or payment of any kind, except in the ordinary course of business, (gi) materially increased its indebtedness for borrowed money money, except current borrowings from banks in the ordinary course of business, or made any material 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 reservesreserves or by reduction of revenues, none of which individually or in the aggregate is material to the Company and its Subsidiaries, taken 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) canceled or waived any claims or rights except in the ordinary course of substantial valuebusiness, (km) made any material 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.

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 (including, without limitation, Schedule 2.17) or any SEC Report, Date neither CHP the Company nor any of CHP's its 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)Ordinary Course, (b) permitted any of its assets assets, tangible or intangible, to be subjected to any material 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 material assets assets, tangible 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 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 shares, other than regularly scheduled cash dividendsshares of its capital stock, (fj) made any material bonus or profit sharing distribution or payment of any kind, (gk) materially 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 material 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 is material, (im) 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 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 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 other employeesofficer, except in the ordinary course of businessOrdinary Course, (js) canceled adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, 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), (t) made any other change in employment terms for any of its directors, officers and employees outside the Ordinary Course, (u) canceled, compromised, waived or 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 material 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.

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 (includinghereto, without limitation, Schedule 2.17) or any SEC Report, neither CHP nor any of CHP's Subsidiaries the Company has not (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 business, or paid any material obligation or liability, other than current liabilities paid in the ordinary course of CHP's Subsidiaries is in default in respect of the terms or conditions of any indebtedness)business, (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 assets, including without limitation, any Proprietary Rights, 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 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, 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, 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, except in the ordinary course of business, (j) canceled cancelled 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. 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 hereto (including, without limitation, Schedule 2.17) or any SEC Reportrequired by this Agreement, neither CHP the Company nor any of CHP's Subsidiaries its 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)consistent with past practice, (b) permitted any of its assets to be subjected to any material 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 material 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 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 (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 shares, other than regularly scheduled cash dividendsstock, (fg) granted or issued any Option, with respect to any shares of its capital stock, (h) made any material bonus or profit sharing distribution or payment of any kind, (gi) materially increased its indebtedness for borrowed money money, except current borrowings from banks in the ordinary course of business, or made any material 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 is material to the Company and 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) canceled or waived any claims or rights of substantial value, (km) made any material 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. To the best knowledge of the Selling Shareholders, no fact or condition exists or is contemplated or threatened which might cause any change described in clauses (a) through (n) above in the future.

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 (including, without limitation, Schedule 2.17) or any SEC Report, Date neither CHP the Company nor any of CHP's Subsidiaries Subsidiary thereof has (a) incurred any material Indebtedness or 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)Ordinary Course, (b) permitted any of its assets to be subjected to any material 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 material assets assets, except in the ordinary course of business, Ordinary Course (d) made any material 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 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 shares, other than regularly scheduled cash dividendsmembership interests or shares of its capital stock, (fh) made any material bonus or profit sharing distribution or payment of any kind, (gi) materially increased its indebtedness for borrowed money Indebtedness, except current borrowings from banks in the Ordinary Course, or made any material 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 is material to the Company and its Subsidiaries, taken 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 of businessOrdinary Course, (jm) canceled or waived any claims or rights of substantial material value, (kn) made any material 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.