Operations and Obligations. (a) Except as set forth in Schedule 3.7, since December 31, 1997:
(i) there has been no event or condition that has had or reasonably could be expected to have a Material Adverse Effect (other than as a result of business and economic conditions generally affecting the billing and customer care industry); and
(ii) there has been no impairment, damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking which reasonably could be expected to have a Material Adverse Effect.
(b) Except as set forth in Schedule 3.7, since December 31, 1997, the Company has conducted its business only in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, since December 31, 1997, except as set forth in such Schedule, the Company has not:
(i) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest;
(ii) other than in the ordinary course of business consistent with past practice, issued, delivered or agreed (conditionally or unconditionally) to issue or deliver any bonds, notes or other debt securities, or borrowed or agreed to borrow any funds, or entered into any lease the obligations of which, in accordance with generally accepted accounting principles, would be capitalized;
(iii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected on the Balance Sheet and current liabilities incurred since December 31, 1997 in the ordinary course of business consistent with past practice;
(iv) declared or made, or agreed to declare or make, any payment of dividends or distributions to its stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock;
(v) except in the ordinary course of business consistent with past practice, made or permitted any material amendment or termination of any agreement to which the Company is a party and is or should be set forth on Schedule 3.13;
(vi) undertaken or committed to undertake capital expenditures exceeding $25,000 for any single project or related series of projects;
(vii) sold, leased (as lessor), transferred or otherwise disposed of, mortgaged or pledged, or imposed or suffered to be imposed any Lien on, any of the material assets reflected on the Balance Sheet or ...
Operations and Obligations. 12 2.8 Properties...........................................................14 2.9 Contracts............................................................14 2.10 Absence of Default...................................................15 2.11 Litigation...........................................................16 2.12
Operations and Obligations. 26 4.8 Interim Operations of Acquisition................................. 26 4.9 Pooling of Interests; Reorganization.............................. 26
Operations and Obligations. Except as described in the Lucent SEC Documents, since the date of the most recent audited balance sheet of Lucent contained in the Lucent SEC Documents, (i) except as a result of the transactions contemplated by this Agreement or in connection with the acquisition by Lucent or any of its Subsidiaries of all or substantially all the capital stock or all or substantially all the assets of another Person, there has not been any development that has had or could reasonably be expected to have a Material Adverse Effect on Lucent and its Subsidiaries taken as a whole; (ii) there has not been any material change by Lucent in its accounting methods, principles or practices, except as required by changes in GAAP or any other change provided such other change could not reasonably be expected to have a Material Adverse Effect on Lucent and its Subsidiaries; or (iii) except as a result of the transactions contemplated by this Agreement or in connection with the acquisition by Lucent or any of its Subsidiaries of all or substantially all the capital stock or all or substantially all the assets of another Person, there has not been any material revaluation by Lucent of any of its assets including, without limitation, writing down the value of capitalized software or inventory or writing off notes or accounts receivable which could reasonably be expected to have a Material Adverse Effect.
Operations and Obligations. 11 3.8 Properties................................................ 13 3.9
Operations and Obligations. Except for actions required to be taken hereunder or approved in advance thereof by Buyer in writing, since July 31, 2011, Seller has conducted the Business and has maintained the Assets only in the Ordinary Course of Business.
Operations and Obligations. 16 3.10 Properties.............................................17 3.11 Accounts Receivable; Accounts Payable; Inventory.......18 3.12 Contracts..............................................18 3.13 [INTENTIONALLY OMITTED]................................21 3.14 Litigation.............................................21 3.15 Compliance with Law; Authorizations....................21 3.16
Operations and Obligations. Except as disclosed in the Company SEC Documents filed with the SEC since June 27, 1999 and prior to the date of this Agreement, since June 27, 1999:
(a) there has been no impairment, damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting in any respect any of the Company's or any Subsidiary's material assets;
(b) the Company has not made any material wage or salary increase or other compensation payable or to become payable or bonus, or material increase in any other direct or indirect compensation, for or to any of its officers, directors, employees, independent contractors, consultants, agents or other representatives, or any accrual for or commitment or agreement to make or pay the same, other than the increases made in the ordinary course consistent with past practice;
(c) prior to the date of this Agreement, the Company has not received any notice from any customer or group of customers with whom the Company has a contract or agreement disclosed on Section 3.12 of the Disclosure Schedule stating that such customer or group of customers has ceased, or will cease, to use the products, equipment, goods or services of the Company, or has substantially reduced or will substantially reduce, the use of such products, equipment, goods or services at any time.
(d) the Company has not failed to pay or perform, or delayed its payment or performance of, any obligation in a manner materially inconsistent with its past practice; and
(e) the Company and each of its Subsidiaries have conducted its business only in the ordinary course.
Operations and Obligations. Except as described in the Pacific SEC Documents, since December 31, 2008 the date of the most recent audited balance sheet of Pacific contained in the Pacific SEC Documents, (i) except as a result of the transactions contemplated by this Agreement, there has not been any development that has had or reasonably would be expected to have a Material Adverse Effect on Pacific and its Subsidiaries taken as a whole; (ii) there has not been any material change by Pacific in its accounting methods, principles or practices, except as required by changes in GAAP or any other change provided such other change could not reasonably be expected to have a Material Adverse Effect on Pacific and its Subsidiaries; or (iii) except as a result of the transactions contemplated by this Agreement or in connection with the acquisition by Pacific or any of its Subsidiaries of all or substantially all the capital stock or all or substantially all the assets of another Person, there has not been any material revaluation by Pacific of any of its assets including, without limitation, writing down the value of capitalized software or inventory or writing off notes or accounts receivable which would have a Material Adverse Effect.
Operations and Obligations. Since December 31, 2002,
(a) there has been no Material Adverse Effect;
(b) there has been no material impairment, damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting in any respect any of the Company's or any Subsidiary's material tangible assets; and
(c) the Company and each of its Subsidiaries have conducted its business only in the ordinary course consistent with past practice.
