Common use of No Material Adverse Change; Financial Statements Clause in Contracts

No Material Adverse Change; Financial Statements. (a) Except as set forth on Schedule 4.11 hereto, subsequent to October 31, 1997, there has not been (i) any material adverse change in the properties, business, prospects, operations, assets or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole, (ii) any asset or property of the Company made subject to a Lien of any kind, other than a Permitted Lien, (iii) any waiver of any valuable right of the Company or any Subsidiary, or the cancellation of any material debt or material claim held by the Company or any Subsidiary, (iv) any payment of dividends on, or other distributions with respect to, or any direct or indirect redemption or acquisition of, any shares of the capital stock of the Company, or any agreement or commitment therefor, (v) any mortgage, pledge, sale, assignment or transfer of any material tangible or intangible assets of the Company, except in the ordinary course of business, (vi) any loan by the Company or any Subsidiary to any officer, director, employee, consultant or stockholder or any agreement or commitment therefor, other than travel expense advances made by the Corporation to its officers, directors, employees, consultants or stockholders in the ordinary course of business, (vii) any material damage, destruction or loss (whether or not covered by insurance) affecting the assets of the Company or any Subsidiary or (viii) any increase, direct or indirect, in the compensation paid or payable to any officer, director, employee, or consultant of the Company or any Subsidiary other than in the ordinary course of business. (b) The Company has heretofore furnished the Investors with a true and complete copy of (i) the audited financial statements of iXL Interactive Excellence, Inc. (n/k/a iXL, Inc.) for the years ended December 31, 1993, 1994 and 1995, and for the four-month period ending April 30, 1996; (ii) audited combined financial statements for Creative Video, Inc. (n/k/a iXL, Inc.), Creative Video Library, Inc. and Entrepreneur Television, Inc. for the years ending December 31, 1993, 1994 and 1995, and for the four-month period ending April 30, 1996; (iii) the audited consolidated financial statements for the Company and its Subsidiaries for the eight months ended December 31, 1996; and (iv) the unaudited consolidated financial statements for the Company and its Subsidiaries, dated October 31, 1997. Such financial statements present fairly in all material respects the consolidated financial position, results of operations, shareholders' equity and cash flows of the Company at the respective dates or for the respective periods to which they apply. Except as disclosed therein, such statements and related notes have been prepared each in accordance with GAAP consistently applied throughout the periods involved (except, in the case of the unaudited financial statements, for the exclusion of footnotes and normal year end adjustments). Except as set forth on Schedule 4.11, since October 31, 1997, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) of any nature, except for liabilities, obligations or contingencies (a) which are reflected in the unaudited balance sheet of the Company at October 31, 1997, (b) which were incurred in the ordinary course of business after October 31, 1997 and consistent with past practices, (c) which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (d) which arise as a result of this Agreement or the other Documents. Since December 31, 1996, there has been no change in any significant accounting (including tax accounting) policies, practices or procedures of the Company or its Subsidiaries. All financial statements concerning the Company and its Subsidiaries that will hereafter be furnished by the Company and its Subsidiaries to the Investors or any Holder pursuant to this Agreement will be prepared in accordance with GAAP consistently applied (except as disclosed therein) and will present fairly in all material respects the financial condition of the entities covered thereby as at the dates thereof and the results of their operations for the periods then ended. (c) Except as set forth on Schedule 4.11, the Company has good and marketable title to all properties, interests in properties and assets, real, personal and mixed, tangible or intangible, used in the conduct of its business, free and clear of all Liens other than Permitted Liens.

No Material Adverse Change; Financial Statements. (a) Except as set forth on Schedule 4.11 4.7 hereto, subsequent to October December 31, 19971998, there has not been (i) any material adverse change in the properties, - business, prospects, operations, assets or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole, (ii) any asset or property of -- the Company made subject to a Lien of any kind, other than a Permitted LienLiens, (iii) any waiver of any valuable right of the Company or any Subsidiary, or the --- cancellation of any material debt or material claim held by the Company or any Subsidiary, (iv) any payment of dividends on, or other distributions with -- respect to, or any direct or indirect redemption or acquisition of, any shares of the capital stock of the Company, or any agreement or commitment therefor, (v) any mortgage, pledge, sale, assignment or transfer of any material tangible - or intangible assets of the Company, except in the ordinary course of business, (vi) any loan by the Company or any Subsidiary to any officer, director, -- employee, consultant or direct or indirect stockholder or any agreement or commitment therefor, other than travel expense advances made by the Corporation Company to its officers, directors, employees, consultants or stockholders in the ordinary course of business, (vii) any material damage, destruction or loss (whether or --- not covered by insurance) affecting the assets of the Company or any Subsidiary or (viii) any increase, direct or indirect, in the compensation paid or payable ---- to any officer, director, employee, or consultant of the Company or any Subsidiary other than in the ordinary course of business. (b) The Company has heretofore furnished the Investors Investor with a true and complete copy of (i) (A) the audited financial statements of iXL Interactive Excellence, Inc. (n/k/a iXL, Inc.) the Company for the - years ended December 31, 19931996, 1994 1997 and 1995, and (B) the draft audited year-end financial statements of the Company (which are being audited as of the date hereof) for the four-month period ending April 30, 1996; (ii) audited combined financial statements for Creative Video, Inc. (n/k/a iXL, Inc.), Creative Video Library, Inc. and Entrepreneur Television, Inc. for the years ending December 31, 1993, 1994 and 1995, and for the four-month period ending April 30, 1996; (iii) the audited consolidated financial statements for the Company and its Subsidiaries for the eight months year ended December 31, 1996; and (iv) the unaudited consolidated financial statements for the Company and its Subsidiaries, dated October 31, 19971998. Such financial statements present fairly in all material respects the consolidated financial position, results of operations, shareholders' equity and cash flows of the Company at the respective dates or for the respective periods to which they apply. Except as disclosed therein, such statements and related notes have been prepared each in accordance with GAAP consistently applied throughout the periods involved (except, in the case of the unaudited financial statements, for the exclusion of footnotes and normal year end adjustments)involved. Except as set forth on Schedule 4.114.7, since October December 31, 19971998, neither the Company nor any of its Subsidiaries has not incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) of any nature, except for liabilities, obligations or contingencies (a) which are reflected in the unaudited audited - balance sheet of the Company at October December 31, 19971998, (b) which were incurred in - the ordinary course of business after October December 31, 1997 and consistent with past practices1998, (c) which would not, - individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (d) which arise as a result of this Agreement or the other - Documents. Since December 31, 19961998, there has been no change in any significant accounting (including tax accounting) policies, practices or procedures of the Company or its Subsidiaries. All financial statements concerning the Company and its Subsidiaries that will hereafter be furnished by the Company and its Subsidiaries to the Investors or any Holder pursuant to this Agreement will be prepared in accordance with GAAP consistently applied (except as disclosed therein) and will present fairly in all material respects the financial condition of the entities covered thereby as at the dates thereof and the results of their operations for the periods then endedCompany. (c) Except as set forth on Schedule 4.114.7, the Company has good and marketable title to all properties, interests in properties and assets, real, personal and mixed, tangible or intangible, used in the conduct of its business, free and clear of all Liens other than Permitted Liens.

No Material Adverse Change; Financial Statements. (a) Except as set forth on Schedule 4.11 3.7 hereto, subsequent to October May 31, 1997------------ 1998, there has not been (i) any material adverse change in the properties, business, prospects, operations, assets or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole, (ii) any asset or property of the Company made subject to a Lien of any kind, other than a Permitted Lien, (iii) any waiver of any valuable right of the Company or any Subsidiary, or the cancellation of any material debt or material claim held by the Company or any Subsidiary, (iv) any payment of dividends on, or other distributions with respect to, or any direct or indirect redemption or acquisition of, ' any shares of the capital stock of the Company, or any agreement or commitment therefor, (v) any mortgage, pledge, sale, assignment or transfer of any material tangible or intangible assets of the Company, except in the ordinary course of business, (vi) any loan by the Company or any Subsidiary to any officer, director, employee, consultant or stockholder or any agreement or commitment therefor, other than travel expense advances made by the Corporation to its officers, directors, employees, consultants or stockholders in the ordinary course of business, (vii) any material damage, destruction or loss (whether or not covered by insurance) affecting the assets of the Company or any Subsidiary or (viii) any increase, direct or indirect, in the compensation paid or payable to any officer, director, employee, employee or consultant of the Company or any Subsidiary other than in the ordinary course of business. (b) The Company has heretofore furnished the Investors Purchasers with a true and complete copy of (i) the audited financial statements of iXL Interactive Excellence, Inc. (n/k/a iXL, Inc.) as of and for the years ended December 31, 1993, 1994 and 1995, and as of and for the four-month period ending ended April 30, 1996; (ii) audited combined financial statements for Creative Video, Inc. (n/k/a iXL, Inc.), Creative Video Library, Inc. and Entrepreneur Television, Inc. as of and for the years ending December 31, 1993, 1994 and 1995, and as of and for the four-month period ending ended April 30, 1996; (iii) the audited consolidated financial statements for the Company and its Subsidiaries as of and for the eight months ended December 31, 1996; (iv) the audited consolidated financial statements for the Company and its Subsidiaries as of and for the year ending December 31, 1997; and (ivv) the unaudited consolidated financial statements for the Company and its Subsidiaries, dated October Subsidiaries as of and for the six months ended May 31, 19971998. Such financial statements present fairly in all material respects the consolidated financial position, results of operations, shareholders' equity and cash flows of the Company at the respective dates or for the respective periods to which they apply. Except as disclosed therein, such statements and related notes have been prepared each in accordance with GAAP consistently applied throughout the periods involved (except, in the case of the unaudited financial statements, for the exclusion of footnotes and normal year end adjustments). Except as set forth on Schedule 4.113.7, ------------ since October May 31, 19971998, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) of any nature, except for liabilities, obligations or contingencies (a) which are reflected in the unaudited balance sheet of the Company at October May 31, 19971998, (b) which were incurred in the ordinary course of business after October May 31, 1997 1998 and consistent with past practices, (c) which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect or (d) which arise as a result of this Agreement or the other Documents. Since December 31, 19961997, there has been no change in any significant accounting (including tax accounting) policies, practices or procedures of the Company or its Subsidiaries. All financial statements concerning the Company and its Subsidiaries that will hereafter be furnished by the Company and its Subsidiaries to the Investors Purchasers or any Holder pursuant to this Agreement will be prepared in accordance with GAAP consistently applied (except as disclosed therein) (except for, in the case of the unaudited financial statements, for the exclusion of footnotes and normal year end adjustments) and will present fairly in all material respects the financial condition of the entities covered thereby as at the dates thereof and the results of their operations for the periods then ended. (c) Except as set forth on Schedule 4.113.7, the Company has good and ------------ marketable title to all properties, interests in properties and assets, real, personal and mixed, tangible or intangible, used in the conduct of its business, free and clear of all Liens other than Permitted Liens.

No Material Adverse Change; Financial Statements. (a) Except as set forth on Schedule 4.11 4.8 hereto, subsequent to October December 31, 19971998, ------------ there has not been (i) any material adverse change in the properties, business, prospects, operations, assets or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole, (ii) any asset or property of the Company made subject to a Lien of any kind, other than a Permitted Lien, (iii) any waiver of any valuable right of the Company or any Subsidiary, or the cancellation of any material debt or material claim held by the Company or any Subsidiary, (iv) any payment of dividends on, or other distributions with respect to, or any direct or indirect redemption or acquisition of, any shares of the capital stock of the Company, or any agreement or commitment therefor, (v) any mortgage, pledge, sale, assignment or transfer of any material tangible or intangible assets of the Company, except in the ordinary course of business, (vi) any loan by the Company or any Subsidiary to any officer, director, employee, consultant or direct or indirect stockholder or any agreement or commitment therefortherefor in excess of $100,000, other than travel expense advances made by the Corporation Company to its officers, directors, employees, consultants or stockholders in the ordinary course of business, (vii) any material damage, destruction or loss (whether or not covered by insurance) affecting the assets of the Company or any Subsidiary or (viii) any increase, direct or indirect, in the compensation paid or payable to any officer, director, employee, employee or consultant of the Company or any Subsidiary other than in the ordinary course of business. (b) The Company has heretofore furnished the Investors Purchasers with a true and complete copy of (i) the audited financial statements of iXL Interactive Excellence, Inc. (n/k/a iXL, Inc.) as of and for the years ended December 31, 1993, 1994 and 1995, and as of and for the four-month period ending ended April 30, 1996; (ii) audited combined financial statements for Creative Video, Inc. (n/k/a iXL, Inc.), Creative Video Library, Inc. and Entrepreneur Television, Inc. as of and for the years ending December 31, 1993, 1994 and 1995, and as of and for the four-month period ending ended April 30, 1996; (iii) the audited consolidated financial statements for the Company and its Subsidiaries as of and for the eight months ended December 31, 1996; and (iv) the unaudited audited consolidated financial statements for the Company and its Subsidiaries, dated October Subsidiaries as of and for the year ending December 31, 1997; and (v) the audited consolidated financial statements for the Company and its Subsidiaries as of and for the year ending December 31, 1998. Such financial statements present fairly in all material respects the consolidated financial position, results of operations, cash flows, and shareholders' equity and cash flows of the Company at the respective dates or for the respective periods to which they apply. Except as disclosed therein, such statements and related notes have been prepared each in accordance with GAAP consistently applied throughout the periods involved (except, in the case of the unaudited financial statements, for the exclusion of footnotes and normal year end adjustments)involved. Except as set forth on Schedule 4.114.8, since October December 31, 19971998, ------------ neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) of any nature, except for liabilities, obligations or contingencies (a) which are reflected in the unaudited audited balance sheet of the Company at October December 31, 19971998, (b) which were incurred in the ordinary course of business after October December 31, 1997 1998 and consistent with past practices, (c) which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect or (d) which arise as a result of this Agreement or the other Documents. Since December 31, 19961998, there has been no change in any significant accounting (including tax accounting) policies, practices or procedures of the Company or its Subsidiaries. All financial statements concerning the Company and its Subsidiaries that will hereafter be furnished by the Company and its Subsidiaries to the Investors or any Holder pursuant to this Agreement will be prepared in accordance with GAAP consistently applied (except as disclosed therein) (except for, in the case of the unaudited financial statements, the exclusion of footnotes and normal year end adjustments) and will present fairly in all material respects the financial condition of the entities covered thereby as at the dates thereof and the results of their operations for the periods then ended. (c) Except as set forth on Schedule 4.114.8, the Company has good and marketable title to all properties, interests in properties and assets, real, personal and mixed, tangible or intangible, used in the conduct of its business, free and clear of all Liens other than Permitted Liens.