Common use of Operations Since Balance Sheet Date Clause in Contracts

Operations Since Balance Sheet Date. (i) no material adverse change in the assets, liabilities, business, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, and no fact or condition exists or, to the Knowledge of the Seller, is contemplated or threatened which might reasonably be expected to cause such a change in the future; and (ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting in any material respect any of the assets, business, operations or condition of the Company and its Subsidiaries, taken as a whole. (b) Except as set forth in Schedule 4.5 and in Section 7.6, since the ------------ ----------- Balance Sheet Date, the Company and its Subsidiaries have conducted their business only in the ordinary course and in conformity with past practice and, without limiting the generality of the foregoing, have not: (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers from the Company or any Subsidiary to the Seller or any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than a Permitted Encumbrance) on, any of the assets reflected on the Balance Sheet or any assets acquired by the Company or any Subsidiary after the Balance Sheet Date, except for (i) inventory in the ordinary course of business consistent with past practice or (ii) minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of business consistent with past practice; (ii) canceled any debts owed to or claims held by the Company or any Subsidiary (including the settlement of any claims or litigation) or waived any other rights held by the Company or any Subsidiary, other than in the ordinary course of business consistent with past practice; (iii) paid any claims against the Company or any Subsidiary (including the settlement of any claims and litigation against the Company or any Subsidiary or the payment or settlement of any obligations or liabilities of the Company or any Subsidiary) other than in the ordinary course of business consistent with past practice; (iv) created, incurred or assumed, or agreed to create, incur or assume, any indebtedness for borrowed money or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (v) accelerated or delayed collection of notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business consistent with past practice; (vi) delayed or accelerated payment of any account payable or other liability of the Company or any Subsidiary beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice; (vii) acquired any real property or undertaken or committed to undertake capital expenditures which exceed $250,000 in the aggregate; (viii) made, or agreed to make, any payment of cash or distribution of assets to the Seller or any of its Affiliates, or entered into, or agreed to enter into, any agreement or transaction with the Seller, any Affiliate of the Seller or any member of the immediate family of any Affiliate of the Seller; (ix) instituted any increase in any compensation payable to any officer or employee of the Company or any Subsidiary or in any profit- sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to officers or employees of the Company or any Subsidiary; (x) made any change in the accounting principles and practices used by the Company from those applied in the preparation of the Balance Sheet and the related statements of income and cash flow for the period ended on the Balance Sheet Date; (xi) filed any Tax Return inconsistent with past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including, without limitation, positions, elections or methods which would have the effect of deferring income to periods for which the Seller is not liable pursuant to Section 9.1 or accelerating deductions to periods for ----------- which the Seller is liable pursuant to Section 9.1); or ----------- (xii) entered into or become committed to enter into any other material transaction except in the ordinary course of business.

Operations Since Balance Sheet Date. Since the Balance Sheet Date, the business of the Company has been conducted in the ordinary course of business, and there has not been, in respect of the Company and its Subsidiaries, unless set forth on Schedule 5.6: (i) no any material adverse change in the assets, business, operations, liabilities, business, profits or financial condition (financial or otherwise) or results of operations of the Company and its SubsidiariesCompany, taken as a whole, and no fact or condition exists orand, to the Knowledge of the SellerExecutives, no fact or condition exists or is contemplated or threatened which might that would reasonably be expected to cause such have a change in the future; andMaterial Adverse Effect; (ii) no any damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting taking, individually or in the aggregate, that is material to the business or operations of the Company. (iii) (A) other than to the Company or any other Subsidiary, any declaration, set aside or payment of any dividends on, or making of any other actual, constructive or deemed distributions in respect of, any of its equity, or otherwise made any payments to the Members in their capacity as such, (B) split, combination or reclassification of any of its equity interest or issuance, sale or authorization of the issuance of any other securities in respect of, in lieu of or in substitution for any Units or (C) purchase, redemption or other acquisition of any Interests or any other securities; (iv) any material respect any of change in the assets, business, business or operations or condition of the Company and its Subsidiaries, taken as a whole.or any Subsidiary; (bv) Except as set forth in Schedule 4.5 and in Section 7.6, since the ------------ ----------- Balance Sheet Date, any amendment to the Company and Charter or the Company’s bylaws or the similar documents of any Subsidiary; (vi) any acquisition or agreement to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, limited liability company, association or other business organization or division thereof; (vii) alteration through merger, liquidation, reorganization, restructuring or in any other fashion its Subsidiaries have conducted their business only corporate structure; (viii) any capital expenditure or expenditures which, individually, is in excess of $5,000 or, in the ordinary course and aggregate, are in conformity with past practice and, without limiting the generality excess of the foregoing, have not:$10,000; (iix) soldsale, leased lease (as lessor), transferred transfer or otherwise disposed of (including any transfers from the Company or any Subsidiary to the Seller or any of its Affiliates)other disposition of, or mortgaged mortgage or pledgedpledge, or imposed imposition or suffered sufferance to be imposed any Encumbrance (other than a Permitted Encumbrance) on, any of the assets reflected on the Balance Sheet or any assets acquired by properties of the Company or any Subsidiary after the Balance Sheet Datea Subsidiary, except for (i) other than inventory in the ordinary course of business consistent with past practice or (ii) and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of business consistent with past practice; (iix) canceled cancellation of any debts owed to or claims held by the Company or any Subsidiary (including the settlement of any claims or litigation) or waived waiver of any other rights held by the Company or any Subsidiary, other than in the ordinary course of business consistent with past practice; (iiixi) paid any claims against the Company creation, incurrence or any Subsidiary (including the settlement of any claims and litigation against the Company or any Subsidiary or the payment or settlement of any obligations or liabilities of the Company or any Subsidiary) other than in the ordinary course of business consistent with past practice; (iv) created, incurred or assumedassumption, or agreed agreement to create, incur or assume, any indebtedness Indebtedness for borrowed money Borrowed Money or entered into, as lessee, any capitalized lease obligations obligation (as defined in Statement of Financial Accounting Standards No. 13); (vxii) accelerated acceleration or delayed delay in the collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected other than in the ordinary course of business consistent with past practice; (vixiii) delayed delay or accelerated acceleration of any payment of any account payable or other liability of the Company or any Subsidiary beyond or in advance of its due date or the date when such liability would have been paid other than in the ordinary course of business consistent with past practice; (viixiv) acquired any real property or undertaken or committed to undertake capital expenditures which exceed $250,000 in the aggregate; (viii) made, or agreed to make, any payment of cash or distribution of assets to the Seller or any of its Affiliates, or entered into, or agreed to enter into, any agreement or transaction with the Seller, any Affiliate of the Seller or any member of the immediate family of any Affiliate of the Seller; (ix) instituted any increase in any compensation payable to any officer or employee of the Company or any Subsidiary or in any profit- sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to officers or employees of the Company or any Subsidiary; (x) made any change in the accounting principles and practices used by the Company from those applied in the preparation of the Balance Sheet and the related financial statements of income and cash flow for the period ended referred to on the Balance Sheet DateSchedule 5.4 except as required by generally accepted accounting principles; (xixv) filed preparation or filing of any Tax Return inconsistent with past practice or, on any such Tax Return, taken taking any position, made making any election, election or adopted adopting any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including, without limitation, including positions, elections or methods which would have the effect of deferring income to periods for which after the Seller is not liable pursuant to Section 9.1 Closing Date or accelerating deductions to periods for ----------- which prior to the Seller is liable pursuant to Section 9.1Closing Date); or -----------or (xiixvi) entered into or become committed to enter entry into any other material transaction except agreement or commitment to take any action listed in the ordinary course of businessclauses (i)-(xv) above.

Operations Since Balance Sheet Date. (a) Since the Balance Sheet Date, there has been: (i) no material adverse change in the assets, business, operations, liabilities, businessprofits, prospects or condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a wholeCompany, and no fact or condition exists or, to the Knowledge of the Seller, or is contemplated or threatened which might reasonably be expected to cause such a change in the future; and (ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting in any material respect any of the assets, business, operations operations, condition or condition prospects of the Company and its Subsidiaries, taken as a wholeCompany. (b) Except as set forth in Schedule 4.5 and in Section 7.6, since Since the ------------ ----------- Balance Sheet Date, the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course and in conformity with past practice and, without limiting the generality of the foregoing, have has not: (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers from the Company or any Subsidiary to the Seller Sellers or any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than a Permitted Encumbrance) on, any of the assets reflected on the Balance Sheet or any assets acquired by the Company or any Subsidiary after the Balance Sheet Date, except for (i) inventory in the ordinary course of business consistent with past practice or (ii) and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of business consistent with past practice; (ii) canceled any debts owed to or claims held by the Company or any Subsidiary (including the settlement of any claims or litigation) or waived any other rights held by the Company or any Subsidiary, other than in the ordinary course of business consistent with past practice; (iii) paid any claims against the Company or any Subsidiary (including the settlement of any claims and litigation against the Company or any Subsidiary or the payment or settlement of any obligations or liabilities of the Company or any SubsidiaryCompany) other than in the ordinary course of business consistent with past practice; (iv) created, incurred or assumed, or agreed to create, incur or assume, any indebtedness for borrowed money (other than money borrowed or advances from Sellers or any of its Affiliates in the ordinary course of business consistent with past practice) or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13)obligations; (v) accelerated or delayed collection of notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business consistent with past practice; (vi) delayed or accelerated payment of any account payable or other liability of the Company or any Subsidiary beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice; (vii) acquired any real property or undertaken or committed to undertake capital expenditures which exceed $250,000 exceeding RMB100,000 in the aggregate; (viii) made, or agreed to make, any payment of cash or distribution of assets to the Seller Sellers or any of its Affiliates, or entered into, or agreed to enter into, any agreement or transaction with the Seller, any Affiliate of the Seller or any member of the immediate family of any Affiliate of the Seller; (ix) instituted any increase in any compensation payable to any officer or employee of the Company or any Subsidiary or in any profit- profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to officers or employees of the Company or any SubsidiaryCompany; (x) made any change in the accounting principles and practices used by the Company from those applied in the preparation of the Balance Sheet and the related statements of income and cash flow for the period ended on the Balance Sheet Date; (xi) entered into or become committed to enter into any other material transaction except in the ordinary course of business; or (xii) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including, without limitation, positions, elections or methods which would have the effect of deferring income to periods for which the Seller is not liable pursuant to Section 9.1 or accelerating deductions to periods for ----------- which the Seller is liable pursuant to Section 9.1); or ----------- (xii) entered into or become committed to enter into any other material transaction except in the ordinary course of businessperiods.