Common use of No Material Adverse Effects or Changes Clause in Contracts

No Material Adverse Effects or Changes. Since -------------------------------------- December 31, 1997, ESI has not suffered any damage, destruction or Loss to any of its assets or properties (whether or not covered by insurance) which is having or could reasonably be expected to have an ESI Material Adverse Effect. "Loss" shall mean liabilities, losses, costs, claims, damages (including consequential damages), penalties and expenses (including attorneys' fees and expenses and costs of investigation and litigation). An "ESI Material Adverse Effect" shall mean an effect on or circumstance involving the business, operations, assets, liabilities, results of operations, cash flows or condition (financial or otherwise) of ESI which is materially adverse to ESI. ESI has not (i) declared, set aside or paid any dividend or other distribution in respect of its capital stock; (ii) made any direct or indirect redemption, purchase or other acquisition of any shares (other than purchases in connection with the exercise of options) of its capital stock or made any payment (other than dividends) to any of their stockholders (in their capacity as stockholders); (iii) issued or sold any shares of its capital stock or any options, warrants or other rights to purchase any such shares or any securities convertible into or exchangeable for such shares or taken any action to reclassify or recapitalize or split up their capital stock; (iv) mortgaged, pledged or subjected to any lien, lease, security interest, encumbrance or other restriction, any of their material properties or assets except in the ordinary and usual course of their business and consistent with past practice; (v) entered into any acquisition or merger agreement or commitment, (vi) except in the ordinary and usual course of its business and consistent with its past practices forgiven or canceled any material debt or claim, waived any material right; or (vii) adopted or amended any plan or arrangement (other than amendments that are not material or that were made to comply with laws or regulations) for the benefit of any director, officer or employee or changed the compensation (including bonuses) to be paid to any director, officer or employee, except for changes made consistent with the prior practice of ESI.

No Material Adverse Effects or Changes. Since Except -------------------------------------- December 31as listed on Schedule 3.6 or as contemplated by this Agreement, 1997------------ since February 29, ESI 1996, SRS has not suffered any damage, destruction or Loss to any of its assets or properties (whether or not covered by insurance) which is having or could reasonably be expected to have an ESI SRS Material Adverse Effect. "Loss" shall mean liabilities, losses, costs, claims, damages (including consequential damages), penalties and expenses (including attorneys' fees and expenses and costs of investigation and litigation). An "ESI SRS Material Adverse Effect" shall mean an effect on or circumstance involving the business, operations, assets, liabilities, results of operations, cash flows or condition (financial or otherwise) of ESI SRS which is materially adverse to ESISRS. ESI Except as disclosed in Schedule 3.6 or in the SRS ------------ Financial Statements, since February 29, 1996 SRS has not (i) declared, set aside or paid any dividend or other distribution in respect of its capital stock; (ii) made any direct or indirect redemption, purchase or other acquisition of any shares (other than purchases in connection with the exercise of options) of its capital stock or made any payment (other than dividends) to any of their stockholders (in their capacity as stockholders); (iii) issued or sold any shares of its capital stock or any options, warrants or other rights to purchase any such shares or any securities convertible into or exchangeable for such shares or taken any action to reclassify or recapitalize or split up their capital stock; (iv) mortgaged, pledged or subjected to any lien, lease, security interest, encumbrance or other restriction, any of their material properties or assets except in the ordinary and usual course of their business and consistent with past practice; (v) entered into any acquisition or merger agreement or commitment, (vi) except in the ordinary and usual course of its business and consistent with its past practices forgiven or canceled any material debt or claim, waived any material right; or (vii) adopted or amended any plan or arrangement (other than amendments that are not material or that were made to comply with laws or regulations) for the benefit of any director, officer or employee or changed the compensation (including bonuses) to be paid to any director, officer or employee, except for changes made consistent with the prior practice of ESISRS.

No Material Adverse Effects or Changes. Since Except -------------------------------------- December as listed on Schedule 3.7, or as disclosed in or reflected in the ------------ March 1977 Financials, or as contemplated by this Agreement or the Related Agreement, since March 31, 1997, ESI AMS has not (i) suffered any damage, destruction or Loss to any of its assets or properties (whether or not covered by insurance) which is having or could reasonably be expected to have an ESI AMS Material Adverse Effect. "Loss" shall mean liabilities, losses, costs, claims, damages (including consequential damages), penalties and expenses (including attorneys' fees and expenses and costs of investigation and litigation). An "ESI Material Adverse Effect" shall mean an effect on or circumstance involving the business, operations, assets, liabilities, results of operations, cash flows or condition (financial or otherwise) of ESI which is materially adverse to ESI. ESI has not (iii) declared, set aside or paid any dividend or other distribution in respect of its capital stock; (iiiii) made any direct or indirect redemption, purchase or other acquisition of any shares (other than purchases in connection with the exercise of options) of its capital stock or made any payment (other than dividends) to any of their its stockholders (in their capacity as stockholders); (iiiiv) issued or sold any shares of its capital stock or any options, warrants or other rights to purchase any such shares or any securities convertible into or exchangeable for such shares or taken any action to reclassify or recapitalize or split up their its capital stock; (ivv) mortgaged, pledged or subjected to any lien, lease, security interest, encumbrance or other restriction, any of their its material properties or assets except in the ordinary and usual course of their its business and consistent with past practice; (v) entered into any acquisition or merger agreement or commitment, (vi) except in the ordinary and usual course of its business and consistent with its past practices practice forgiven or canceled any material debt or claim, or waived any material right; or (vii) adopted or amended any plan or arrangement (other than amendments that are not material or that were made to comply with laws or regulations) for the benefit of any director. "Loss" shall mean liabilities, officer or employee or changed the compensation losses, costs, claims, damages (including bonusesconsequential damages), penalties and expenses (including attorneys' fees and expenses and costs of investigation and litigation). An "AMS Material Adverse Effect" shall mean an effect on or circumstance involving the business, operations, assets, liabilities, results of operations, cash flows or condition (financial or otherwise) of AMS which is materially adverse to be paid to any director, officer or employee, except for changes made consistent with the prior practice of ESIAMS.

No Material Adverse Effects or Changes. Since Periscope -------------------------------------- December 31, 1997, ESI has not suffered any damage, destruction or Loss to any of its assets or properties (whether or not covered by insurance) which is having or could reasonably be expected to have an ESI a Periscope Material Adverse Effect. "Loss" shall mean liabilities, losses, costs, claims, damages (including consequential damages), penalties and expenses (including attorneys' fees and expenses and costs of investigation and litigation). An A "ESI Periscope Material Adverse Effect" shall mean an effect on or circumstance involving the business, operations, assets, liabilities, results of operations, cash flows or condition (financial or otherwise) of ESI Periscope which is materially adverse to ESIPeriscope. ESI Except to the extent set forth on Schedule 3.6, since December 31, 1997, ------------ Periscope has not (i) declared, set aside or paid any dividend or other distribution in respect of its capital stock; (ii) made any direct or indirect redemption, purchase or other acquisition of any shares (other than purchases in connection with the exercise of options) of its capital stock or made any payment (other than dividends) to any of their its stockholders (in their capacity as stockholders); (iii) issued or sold any shares of its capital stock or any options, warrants or other rights to purchase any such shares or any securities convertible into or exchangeable for such shares or taken any action to reclassify or recapitalize or split up their its capital stock; (iv) mortgaged, pledged or subjected to any lien, lease, security interest, encumbrance or other restriction, any of their its material properties or assets except in the ordinary and usual course of their its business and consistent with past practice; (v) entered into any acquisition or merger agreement or commitment, ; (vi) except in the ordinary and usual course of its business and consistent with its past practices forgiven or canceled any material debt or claim, waived any material right; or (vii) adopted or amended any plan or arrangement (other than amendments that are not material or that were made to comply with laws or regulations) for the benefit of any director, officer or employee or changed the compensation (including bonuses) to be paid to any director, officer or employee, except for changes made consistent with the prior practice of ESIPeriscope.

No Material Adverse Effects or Changes. Since Except as -------------------------------------- December 31listed on Schedule 3.7, 1997or as disclosed in or reflected in the ------------ AMS SEC Documents, ESI or as contemplated by this Agreement or the Related Agreements, since September 30, 1995, AMS has not (i) suffered any damage, destruction or Loss to any of its assets or properties (whether or not covered by insurance) which is having or could reasonably be expected to have an ESI AMS Material Adverse Effect, or (ii) increased the compensation of any executive officer of AMS. "Loss" shall mean liabilities, losses, costs, claims, damages (including consequential damages), penalties and expenses (including attorneys' fees and expenses and costs of investigation and litigation). An "ESI AMS Material Adverse Effect" shall mean an effect on or circumstance involving the business, operations, assets, liabilities, results of operations, cash flows or condition (financial or otherwise) of ESI AMS which is materially adverse to ESIAMS. ESI Except as disclosed in the AMS SEC Documents filed prior to the date of this Agreement or in Schedule 3.7 hereto or in the AMS Financial Statements, ------------ since September 30, 1995 AMS has not (iv) declared, set aside or paid any dividend or other distribution in respect of its capital stock; (iiw) made any direct or indirect redemption, purchase or other acquisition of any shares (other than purchases in connection with the exercise of options) of its capital stock or made any payment (other than dividends) to any of their its stockholders (in their capacity as stockholders); (iiix) issued or sold any shares of its capital stock or any options, warrants or other rights to purchase any such shares or any securities convertible into or exchangeable for such shares or taken any action to reclassify or recapitalize or split up their its capital stock; (ivy) mortgaged, pledged or subjected to any lien, lease, security interest, encumbrance or other restriction, any of their its material properties or assets except in the ordinary and usual course of their its business and consistent with past practice; or (v) entered into any acquisition or merger agreement or commitment, (viz) except in the ordinary and usual course of its business and consistent with its past practices practice forgiven or canceled any material debt or claim, waived any material right; or (vii) adopted or amended any plan or arrangement (other than amendments that are not material or that were made to comply with laws or regulations) for the benefit of any director, officer or employee or changed the compensation (including bonuses) to be paid to any director, officer or employee, except for changes made consistent with the prior practice of ESI.