Common use of Operations of the Seller Clause in Contracts

Operations of the Seller. Except as set forth on Schedule 3.21, since December 31, 1999, the Seller has conducted the Business and operated the Assets, taken as a whole, only in the ordinary course consistent with past practice and has used reasonable efforts to preserve its relationships with its customers and suppliers, and has not, in connection with or relating to the Business or the Assets: (1) except for short-term bank or intra-company borrowings in the ordinary course of business, incurred, assumed or guaranteed any indebtedness or obligations for borrowed money, or modified the terms of any outstanding indebtedness (other than immaterial modifications made in the ordinary course of business); (2) made any change in its accounting methods or practices or made any change in depreciation or amortization policies or rates adopted by it; (3) entered into or modified any employment agreements, made any wage or salary increase or bonus or incentive compensation increase, or any payment or commitment to pay any severance or termination pay to any of its officers, directors or employees or adopted, amended, modified or terminated any Benefit Plan; (4) except for intra-company advances made in the ordinary course of business, made any loan or advance to any of its shareholders, officers, directors or employees (other than travel advances made in the ordinary course of business), or made any other loan or advance to any person; (5) except for materials and equipment acquired in the ordinary course of business, made any acquisition of all the capital stock or business of any other person; (6) sold, leased, transferred, assigned, mortgaged, pledged, encumbered or otherwise subjected to Lien any of its Assets (other than the disposition of obsolete or unusable property in the ordinary course of business); (7) made any capital expenditure (or series of related capital expenditures) either involving more than $100,000 or outside the ordinary course of business; (8) experienced any material damage, destruction or loss (whether or not covered by insurance) from fire, flood, explosion or other casualty; (9) engaged in any transaction other than in the ordinary course of business; or (10) entered into any agreement, contract, commitment or arrangement to do any of the foregoing.

Operations of the Seller. Except as set forth on Schedule 3.214.15, since December 31, 19992010, through the date of this Agreement, there has not been any change, event or condition of any character that has had or would reasonably be expected to have a Seller Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule 4.15, since December 31, 2010, the Seller has conducted operated the Business and operated the Assets, taken as a whole, only in the ordinary course consistent with past practice and has used reasonable efforts to preserve its relationships with its customers and suppliersOrdinary Course of Business, and during such time period, the Seller has not, in connection with or relating to the Business or the Assets: (1) except for short-term bank or intra-company borrowings in the ordinary course of business, incurred, assumed or guaranteed any indebtedness or obligations for borrowed money, or modified the terms of any outstanding indebtedness (other than immaterial modifications made in the ordinary course of business); (2) made any change in its accounting methods or practices or made any change in depreciation or amortization policies or rates adopted by it; (3) entered into or modified any employment agreements, made any wage or salary increase or bonus or incentive compensation increase, or any payment or commitment to pay any severance or termination pay to any of its officers, directors or employees or adopted, amended, modified or terminated any Benefit Plan; (4) except for intra-company advances made in the ordinary course of business, made any loan or advance to any of its shareholders, officers, directors or employees (other than travel advances made in the ordinary course of business), or made any other loan or advance to any person; (5) except for materials and equipment acquired in the ordinary course of business, made any acquisition of all the capital stock or business of any other person; (6a) sold, leased, transferred, assigned, mortgaged, pledged, encumbered or otherwise subjected to Lien assigned any of its Assets (other than the disposition of obsolete or unusable property in the ordinary course of business)material assets; (7b) entered into any Material Contract outside the Ordinary Course of Business; (c) accelerated, terminated, made material modifications to, or cancelled any Material Contract in any material respect; (d) transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Seller Intellectual Property Right, other than in the Ordinary Course of Business; (e) made any capital expenditure (or series of related capital expenditures) either involving more than $100,000 5,000, individually, or $15,000, in the aggregate, or outside the ordinary course Ordinary Course of businessBusiness; (8) f) engaged in any sales or promotional discount or other similar activities with customers (including, without limitation, materially altering credit terms) other than any such activities undertaken in accordance with the terms of its current License Agreements; (g) delayed or postponed the payment of any accounts payable, other payables, expenses or other liabilities (including marketing or promotional expenses), or accelerated the collection of or discount any Accounts Receivable or otherwise accelerated cash collections of any type other than in the Ordinary Course of Business and in an amount not greater than $25,000 in the aggregate; (h) incurred any Indebtedness or incurred or become subject to any material liability, except current liabilities incurred in the Ordinary Course of Business and liabilities under Contracts (other than liabilities for breach) entered into in the Ordinary Course of Business; (i) suffered any extraordinary losses or waived any rights of material value, whether or not in the Ordinary Course of Business; (j) experienced any material damage, destruction destruction, or loss (whether or not covered by insurance) from fire, flood, explosion or other casualtyto its property; (9k) engaged become liable for any Damages in connection with, or become obligated to rescind or otherwise materially modify, any transaction other than in the ordinary course of businessLicense Agreement; or (10l) entered into any agreement, contract, commitment or arrangement committed to do any of the foregoingforegoing actions.

Operations of the Seller. Except as set forth on Schedule 3.21in the Disclosure Schedule, since December 31, 1999the Balance Sheet Date, the Seller has conducted the Business and operated the Assets, taken as a whole, only in the ordinary course consistent with past practice and has used reasonable efforts to preserve its relationships with its customers and suppliers, and has not, in connection with or relating to the Business or the Assets: (1a) except for shortamended its Articles of Organization or by-term bank laws (or intra-company borrowings other organizational documents) or merged with or into or consolidated with any other person, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the ordinary course rights of its outstanding capital stock or the character of its business, incurred, assumed or guaranteed any indebtedness or obligations for borrowed money, or modified the terms of any outstanding indebtedness (other than immaterial modifications made in the ordinary course of business); (2b) issued, sold, purchased or redeemed, or entered into any contracts or other agreements to issue, sell, purchase or redeem, any shares of its capital stock; (c) entered into or amended any employment agreement; entered into any contract or other agreement with any labor union or association representing any employee; or adopted, entered into or amended any Employee Benefit Plan; (d) declared, set aside or paid any dividends or declared, set aside or made any distributions of any kind to its shareholders, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock; (e) adopted a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of the Seller; (f) made any change in its accounting methods methods, principles or practices or made any change in depreciation or amortization policies or rates adopted by it, except insofar as may have been required by a change in GAAP; (3g) entered into or modified any employment agreements, made any material wage or salary increase or bonus or incentive compensation increasebonus, or increase in any payment other direct or commitment to pay any severance indirect compensation, for or termination pay to any of its officers, directors, employees, consultants or agents or any accrual for or contract or other agreement to make or pay the same, other than to persons other than its officers, directors or employees or adopted, amended, modified or terminated any Benefit Plan; (4) except for intra-company advances shareholders made in the ordinary course of business, business in a manner consistent with past practice; (h) made any loan or advance to any of its shareholders, officers, directors directors, employees, consultants, agents or employees other representatives (other than travel advances made in the ordinary course of business), business in a manner consistent with past practice) or made any other loan or advance to any personadvance; (5i) made any payment or commitment to pay severance or termination pay to any of its officers, directors, employees, consultants, agents or other representatives other than severance payments to employees terminable at will consistent with the Company's normal policies; (j) made capital expenditures in excess of $50,000 in the aggregate; (k) incurred or assumed any debt, obligation or liability except for materials and equipment acquired normal trade or business obligations incurred in the ordinary course of business, or assumed, guaranteed, endorsed or otherwise as an accommodation became responsible for, liabilities of any other person or created, assumed or incurred any lien or encumbrance on any of the Assets, or agreed to do any of the foregoing; (l) except for tangible personal property acquired in the ordinary course of business in a manner consistent with past practice, made any acquisition of all or any part of the assets, properties, capital stock or business of any other personperson or agreed to do so; (6m) sold, leased, transferred, assigned, mortgaged, pledged, encumbered or otherwise subjected to Lien any of its Assets (other than the disposition of obsolete or unusable property except in the ordinary course of business), amended, terminated or entered into any material contract or other material agreement or amended, terminated or entered into any other material transaction; or agreed to do any of the foregoing; (7n) made sold, assigned, leased, exchanged or otherwise transferred or disposed of any capital expenditure (or series of related capital expenditures) either involving more the Assets other than $100,000 or outside in the ordinary course of business; (8) experienced o) waived or released any material damageright or claim of Seller or any Subsidiary, destruction or loss (whether or not covered by insurance) from fire, flood, explosion or other casualty; (9) engaged in any transaction other than except in the ordinary course of business; or (10p) entered into suffered the destruction, damage, or loss of any agreementAsset (insured or uninsured) that materially and adversely affects the financial condition, contractbusiness, commitment or arrangement to do any prospects of the foregoingSeller.

Operations of the Seller. Except as set forth on Schedule 3.214.15, as of the date of this Agreement, there has not been any change, event or condition of any character since January 1, 2006 that has had or would reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, since December 31, 19992005, the Seller has conducted the Business and operated the Assets, taken as a whole, only in the ordinary course consistent with past practice and has used reasonable efforts to preserve its relationships with its customers and suppliers, and has not, in connection with or relating to the Business or the Assets: (1) except for short-term bank or intra-company borrowings business in the ordinary course of businessbusiness consistent with past practice, incurredand during such time period, assumed or guaranteed any indebtedness or obligations for borrowed money, or modified the terms of any outstanding indebtedness (other than immaterial modifications made in the ordinary course of business);Seller has not: (2) made any change in its accounting methods or practices or made any change in depreciation or amortization policies or rates adopted by it; (3) entered into or modified any employment agreements, made any wage or salary increase or bonus or incentive compensation increase, or any payment or commitment to pay any severance or termination pay to any of its officers, directors or employees or adopted, amended, modified or terminated any Benefit Plan; (4) except for intra-company advances made in the ordinary course of business, made any loan or advance to any of its shareholders, officers, directors or employees (other than travel advances made in the ordinary course of business), or made any other loan or advance to any person; (5) except for materials and equipment acquired in the ordinary course of business, made any acquisition of all the capital stock or business of any other person; (6a) sold, leased, transferred, assigned, mortgaged, pledged, encumbered or otherwise subjected to Lien assigned any of its Assets (material assets, other than the disposition of obsolete or unusable property for a fair consideration in the ordinary course of business); (7b) entered into any Material Contract outside the ordinary course of business, except the Contracts governing Seller’s 401(k) Retirement Plan and the Gift Card Program; (c) accelerated, terminated, made material modifications to, or cancelled any Material Contract; (d) transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property Right, other than in the ordinary course of business; (e) made any capital expenditure (or series of related capital expenditures) either involving more than $100,000 10,000, individually, or $25,000, in the aggregate, or outside the ordinary course of business; (8) f) delayed or postponed the payment of accounts payable and other liabilities outside the ordinary course of business; (g) engaged in any sales or promotional discount or other activity with customers (including, without limitation, materially altering credit terms), delayed or postponed the payment of any accounts payable or other payables or expenses (including marketing or promotional expenses), or accelerated the collection of or discounted any Accounts Receivable or otherwise accelerated cash collections of any type; (h) incurred any Indebtedness or incurred or become subject to any material liability, except current liabilities incurred in the ordinary course of business and liabilities under Contracts (other than liabilities for breach) entered into in the ordinary course of business; (i) suffered any extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business; (j) experienced any material damage, destruction destruction, or loss (whether or not covered by insurance) from fire, flood, explosion or other casualtyto its property; (9k) engaged granted any increase in the base compensation of any transaction of its directors, officers, and employees outside the ordinary course of business and except in accordance with customary prior practice; (l) except for adopting its 401(k) Retirement Plan and terminating an informal employee bonus plan, adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other than plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (m) except for committing to make the Dull Payment, made any other material change in employment terms for any of its directors, officers, and employees outside the ordinary course of business; (n) become liable for any damages in connection with, or become obligated to rescind, any Franchise Agreement; or (10o) entered into any agreement, contract, commitment or arrangement committed to do any of the foregoing.

Operations of the Seller. Except as set forth on Schedule 3.215.24, since December 31, 1999, from the Balance Sheet Date through the date hereof the Seller has conducted the Business and operated the Assets, taken as a whole, only in the ordinary course consistent with past practice and has used reasonable efforts to preserve its relationships with its customers and suppliers, and has not, in connection with or relating to the Business or the Assets: (1i) amended its Certificate of Incorporation or By-Laws or merged with or into or consolidated with any other person, or changed or agreed to change in any manner the character of its business; (ii) entered into or amended any employment agreement, entered into any agreement with any labor union or association representing any employee or entered into or amended any Employee Benefit Plan; (iii) except for short-term bank or intra-company borrowings in the ordinary course of business, incurred, assumed or guaranteed incurred any indebtedness or obligations for borrowed money, ; (iv) declared or modified the terms paid any dividends or declared or made any distributions of any outstanding indebtedness kind to its shareholders; (v) reduced its cash or short-term investments or their equivalent, other than immaterial modifications made to meet cash needs arising in the ordinary course of business), consistent with past practices; (2vi) waived any right of material value to its business; (vii) made any change in its accounting methods or practices or made any change in depreciation or amortization policies or rates adopted by it; (3viii) entered into materially changed any of its business policies, including, without limitation, advertising, marketing, pricing, purchasing, personnel, sales, returns, budget or modified any employment agreements, product acquisition policies; (ix) made any wage or salary increase or bonus or incentive compensation increasebonus, or increase in any other direct or indirect compensation, for or to any officer, director, employee, consultant or agent of the Seller, or any accrual for or commitment or agreement to make or pay the same, other than to persons not officers, directors or shareholders of the Seller made in the ordinary course of business; (x) made any loan or advance to any officer, director, employee, consultant, agent or shareholder of the Seller, other than travel advances made in the ordinary course of business; (xi) made any payment or commitment to pay any severance or termination pay to any officer, director, employee, consultant or agent of its the Seller, other than to persons not officers, directors or employees or adopted, amended, modified or terminated any Benefit Plan; (4) except for intra-company advances shareholders of the Seller made in the ordinary course of business, made any loan or advance to any of its shareholders, officers, directors or employees ; (xii) other than travel advances made in the ordinary course of business: (a) entered into any lease (as lessor or lessee); (b) sold, abandoned or made any other loan disposition of any of its assets or advance properties; (c) granted or suffered any lien or other encumbrance on any of its assets or properties; or (d) entered into or amended any contract or other agreement to which it is a party or by or to which it or its assets or properties are bound or subject or pursuant to which it agrees to indemnify any personparty or refrain from competing with any party; (5xiii) except in the ordinary course of business, incurred or assumed any debt, obligation or liability (whether absolute or contingent and whether or not currently due and payable); (xiv) except for materials and inventory or equipment acquired in the ordinary course of business, made any acquisition of all or any part of the assets, properties, capital stock or business of any other person;; or (6xv) sold, leased, transferred, assigned, mortgaged, pledged, encumbered or otherwise subjected to Lien any of its Assets (other than the disposition of obsolete or unusable property except in the ordinary course of business); (7) made any capital expenditure (or series of related capital expenditures) either involving more than $100,000 or outside the ordinary course of business; (8) experienced any material damage, destruction or loss (whether or not covered by insurance) from fire, flood, explosion or other casualty; (9) engaged in any transaction other than in the ordinary course of business; or (10) entered into any agreement, contract, commitment other material contract or arrangement to do any of the foregoingother agreement or other material transaction.

Operations of the Seller. Except as set forth on Schedule 3.214.27 or on any other Schedule, since December 31, 1999, the Balance Sheet Date the Seller has conducted the Business and operated the Assets, taken as a whole, only in the ordinary course consistent with past practice and has used reasonable efforts to preserve its relationships with its customers and suppliers, and has not, in connection with or relating to the Business or the Assets: : (1a) except for short-term bank or intra-company borrowings in the ordinary course of business, incurred, assumed or guaranteed incurred any indebtedness or obligations for borrowed money; (b) reduced its cash or short-term investments or their equivalent, or modified the terms of any outstanding indebtedness (other than immaterial modifications made to meet cash needs arising in the ordinary course of business); , consistent with past practices; (2c) waived any material right under any Contract or other agreement of the type required to be set forth on any Schedule; (d) made any change in its accounting methods or practices or made any change in depreciation or amortization policies or rates adopted by it; , except insofar as may have been required by a change in GAAP; (3e) entered into or modified any employment agreements, made any wage or salary increase or bonus or incentive compensation increase, or any payment or commitment to pay any severance or termination pay to materially changed any of its officersbusiness policies, directors including, without limitation, advertising, investment, marketing, pricing, purchasing, production, personnel, sales, returns, budget or employees or adopted, amended, modified or terminated any Benefit Plan; product acquisition policies; (4f) except for intra-company advances made in the ordinary course of business, made any loan or advance to any of its shareholders, officers, directors directors, employees, consultants, agents, comparable persons or employees other representatives, as applicable (other than travel advances made in the ordinary course of business), or made any other loan or advance to any person; (5) except for materials and equipment acquired otherwise than in the ordinary course of business, ; (g) made any material acquisition of all or any part of the properties, capital stock or business of any other person; ; (6h) soldterminated or failed to renew, leasedor received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, transferredany Contract or other agreement that is or was material to the Condition of the Business; (i) amended its Certificate of Limited Partnership or its Limited Partnership Agreement, assignedor merged with or into or consolidated with any other person, mortgaged, pledged, encumbered subdivided or otherwise subjected to Lien in any way reclassified any of its Assets ownership interests or any shares of its capital stock or changed or agreed to change in any manner the rights of its ownership interests or the character of its business; (other than the disposition of obsolete or unusable property in the ordinary course of business); (7j) made any material capital expenditure expenditures (or series of related capital expenditures) either involving more than $100,000 or outside the ordinary course of business; ; or (8) experienced k) granted any material damage, destruction license or loss (whether sublicense of any rights under or not covered by insurance) from fire, flood, explosion or other casualty; (9) engaged in with respect to any transaction other than in Intellectual Property outside the ordinary course of business; or (10) entered into any agreement, contract, commitment or arrangement to do any of the foregoing.