Common use of Operations Since the Most Recent Balance Sheet Date Clause in Contracts

Operations Since the Most Recent Balance Sheet Date. Except as set forth in Section 4.8 of the Disclosure Schedules or otherwise contemplated hereby, since the Most Recent Balance Sheet Date the Company has not: (a) experienced a Material Adverse Effect; (b) entered into any amendment of its Organizational Documents; (c) made, declared, set aside, or paid any dividend on, or other distribution (whether in cash, equity, or property) in respect of, any of its membership interests; (d) made any investment in, or any loan, advance, or capital contribution to, any other Person; (e) entered into any Contract for the purchase or lease (as lessor or lessee) of real property; (f) created, incurred, assumed, or agreed to create, incur, or assume or guarantee, any Indebtedness other than money borrowed or advanced from any Affiliate of the Company in the ordinary course of business or under existing lines of credit; (g) materially reevaluated its material assets, excluding writing-off or discounting of notes, accounts receivable, or other assets in the ordinary course of business consistent with past practice; (h) instituted any material increase in, entered into, terminated, or adopted any Benefit Plan; (i) made any material change in the accounting principles, methods, practices, or policies applied in the preparation of the Financial Statements, unless such change was required by consistently applied accounting principles, a disclosure of the changes in accounting policies and/or methodologies, or by applicable Law; (j) made or changed any material Tax election, changed any annual tax accounting period, adopted or changed any material method of Tax accounting, filed any amended Tax Return, entered into any closing agreement, settled any material Tax claim or assessment, surrendered any right to a material Tax refund, or consented to any extension or waiver of the limitations period applicable to any Tax claim or assessment; (k) accelerated, wrote off, or discounted any accounts receivable of the Company; (l) delayed in paying any payables or other liabilities when due or deferred expenses, in each case; (m) entered into any Contract which would be included in the definition of Material Contract or made any material modification to any existing Material Contract, in each case other than any Contracts or extensions: (A) with a term of less than one year, or (B) that are entered into or modified in the ordinary course of business; or (n) authorized, approved, or agreed to do any of the foregoing.

Operations Since the Most Recent Balance Sheet Date. Except as set forth in Section 4.8 of the Disclosure Schedules or otherwise contemplated hereby, since (i) Since the Most Recent Balance Sheet Date Date, Transferor has conducted its business, in all material respects, in the Company ordinary course and in conformity with past practice. (ii) Since the Most Recent Balance Sheet Date, Transferor has not: (aA) experienced entered into or assumed a Material Adverse EffectContract, or entered into or permitted any amendment, supplement, waiver or other modification of a Contract, except (other than for a Clearing Contract) in the ordinary course of business; (bB) entered into taken any amendment action terminating or waiving any of its Organizational Documentsrights in a Contract or assets (except in the ordinary course of business); (cC) mademerged or consolidated with, declared, set asidepurchased substantially all the assets of, or paid any dividend onotherwise acquired, or other distribution (whether in cash, equity, or property) in respect of, any of its membership interests; (d) made any investment in, or any loan, advance, or capital contribution to, any other a Person; (eD) made or suffered any material change in its securities clearing, payment or settlement activities; (E) incurred Indebtedness outside the ordinary course of business; (F) loaned or advanced funds outside the ordinary course of business; (G) settled, compromised or cancelled any debt owing to it (except in the ordinary course of business); (H) permitted employees to conduct broker-dealer activities except as part of their employment with Transferor; (I) sold, transferred or otherwise disposed of a material asset outside the ordinary course of business; (J) entered into any Contract for a new line of business unrelated to the purchase or lease (as lessor or lessee) of real propertyServices; (fK) created, incurredor assumed any Lien on any material asset outside the ordinary course of business; (L) suffered any destruction or casualty loss including with respect to any material assets or property (whether or not covered by insurance); (M) delayed or postponed the payment of accounts payable and/or other liabilities, assumedexcept in the ordinary course of business, or agreed to createaccelerated or caused the acceleration of the collection or receipt of any accounts receivable, incurexcept in the ordinary course of business; (N) changed accounting principles, policies, practices or assume related methodologies, except as required by GAAP or guaranteechanged any of its methods of reporting income and deductions for federal income tax purposes, except as required by changes in Applicable Law; (O) settled or compromised any Indebtedness material claim, action or proceeding involving any liability for money damages outside the ordinary course of business; (P) granted any Person a power of attorney or similar authority, other than money borrowed or advanced from any Affiliate of the Company in the ordinary course of business or under existing lines of creditpursuant to customary broker loan and stock loan facilities; (gQ) materially reevaluated its terminated any property and casualty, errors and omissions, liability or any other insurance policies covering the Services or permitted any such policies to expire or terminate (R) established or created any employee benefit plan or arrangement (other than the employee retention plans established in connection with the strategic transactions undertaken by the Transferor), amended or modified any Compensation and Employee Benefit Plan in any material assets, excluding writing-off or discounting of notes, accounts receivablerespect except as required by law, or materially changed the base salary or other assets compensation, in each case with respect to any employee of Transferor; (S) hired or terminated any employee, or engaged or terminated the services of any consultant, except in the ordinary course of business and consistent with Transferor’s usual and customary past practice; (h) instituted any material increase in, entered into, terminated, or adopted any Benefit Plan; (i) made any material change in the accounting principles, methods, practices, or policies applied in the preparation of the Financial Statements, unless such change was required by consistently applied accounting principles, a disclosure of the changes in accounting policies and/or methodologies, or by applicable Law; (j) made or changed any material Tax election, changed any annual tax accounting period, adopted or changed any material method of Tax accounting, filed any amended Tax Return, entered into any closing agreement, settled any material Tax claim or assessment, surrendered any right to a material Tax refund, or consented to any extension or waiver of the limitations period applicable to any Tax claim or assessment; (k) accelerated, wrote off, or discounted any accounts receivable of the Company; (l) delayed in paying any payables or other liabilities when due or deferred expenses, in each case; (m) entered into any Contract which would be included in the definition of Material Contract or made any material modification to any existing Material Contract, in each case other than any Contracts or extensions: (A) with a term of less than one year, or (B) that are entered into or modified in the ordinary course of business; or (nT) authorized, approved, agreed or agreed committed to do take any of the foregoingactions in this Section 3.1(n)(ii).

Operations Since the Most Recent Balance Sheet Date. (a) Except as set forth in Section 4.8 4.10(a) of the Disclosure Schedules or otherwise contemplated herebySchedule, since the Most Recent Balance Sheet Date the Date, each Group Company has not: (a) experienced a Material Adverse Effect; (b) entered into any amendment of conducted its Organizational Documents; (c) madebusiness, declaredin all material respects, set aside, or paid any dividend on, or other distribution (whether in cash, equity, or property) in respect of, any of its membership interests; (d) made any investment in, or any loan, advance, or capital contribution to, any other Person; (e) entered into any Contract for the purchase or lease (as lessor or lessee) of real property; (f) created, incurred, assumed, or agreed to create, incur, or assume or guarantee, any Indebtedness other than money borrowed or advanced from any Affiliate of the Company in the ordinary course of business or under existing lines of credit;business. (gb) materially reevaluated its material assetsExcept as set forth in Section 4.10(b) of the Disclosure Schedule, excluding writing-off or discounting of notessince the Most Recent Balance Sheet Date, accounts receivable, or other assets in the ordinary course of business consistent with past practice; (h) instituted any material increase in, entered into, terminated, or adopted any Benefit Plan;no Group Company has: (i) made any material change in its business or its operations; (ii) sold, leased (as lessor or lessee), transferred, abandoned or otherwise disposed of any assets or properties with a value of more than the Listing Threshold, other than (A) in the ordinary course of business or (B) any asset which is obsolete, non-functional or damaged; (iii) (A) leased (as lessee) or licensed (as licensee) any real property other than the Leased Facilities, (B) subleased (as sublessor) or sublicensed (as sublicensor) any of the Leased Facilities, or (C) renewed, amended in any material respect, exercised any option to extend or terminated any Lease; (iv) undertaken or entered into a Contract to undertake capital expenditures in excess of the Listing Threshold, individually, or double the Listing Threshold in the aggregate; (A) hired or terminated (other than for cause) any management employee or independent contractor having an annual compensation in excess of the Listing Threshold, (B) instituted any increase in excess of 15% in the compensation of any individual employee, whose annual compensation is greater than the Listing Threshold, other than year-end or quarter-end bonuses in the ordinary course of business or compensation increases in the ordinary course of business or pursuant to existing Contracts or Law, (C) entered into any (x) Benefit Plan to pay any severance, change of control or termination pay to any Person, or (y) other Benefit Plan related to any Person the benefits of which are contingent upon the Closing, (D) otherwise materially amended, adopted or terminated any Benefit Plan, except in the ordinary course of business or as required to comply with any such Benefit Plan or any Law, (E) entered (or committed to enter) into, amended, terminated or extended any collective bargaining agreement or agreement with works council or other union or entered into negotiations to do any of the foregoing or (F) effected any “mass layoff” or “plant closing” (as defined by the WARN Act or comparable foreign Law); (vi) suffered any damage, destruction or casualty loss that is valued under GAAP in excess of the Listing Threshold, net of insurance proceeds recovered or recoverable therefor; (vii) delayed or postponed the payment of accounts payable and/or other liabilities, other than those being disputed in good faith; (viii) canceled, compromised, waived or released any right or claim (or series of related rights and claims) involving more than the Listing Threshold; (ix) accelerated or caused the acceleration of the collection or receipt of any accounts receivable; (x) (A) created, incurred, assumed or guaranteed any Indebtedness, or incurred or suffered any Encumbrance upon any of its assets or properties; or (B) made or forgave any loans, advances or capital contributions to, or investments in, any other Person (other than any transactions solely between or among the Group Companies); (xi) made any change in the accounting principles, methods, practices, practices or policies applied in the preparation of the Financial Statements, unless such change was required by consistently applied Law or GAAP; (xii) settled or compromised any litigation or arbitration except to the extent covered by insurance, in respect of which a complete release of claims against such Group Company was provided and as to which there was no continuing obligation on the part of such Group Company; (xiii) amended its organizational documents; (xiv) merged or consolidated with, or acquired all or substantially all of the assets or Equity Interests of, or otherwise acquired or made any equity investment in, any Person; (xv) made, changed or revoked any material Tax election (which, for the avoidance of doubt, shall include any election to change the U.S. federal income tax classification of any Group Company); changed any annual Tax accounting period; changed any Tax accounting principles, a disclosure of the changes in accounting policies and/or methodologiesmethods, practices or by applicable Law; (j) made or changed any material Tax election, changed any annual tax accounting period, adopted or changed any material method of Tax accounting, policies; filed any amended Tax Return, ; entered into any closing Tax allocation agreement, settled any material Tax claim or assessment, surrendered any right to a material Tax refundsharing agreement, or Tax indemnity agreement relating to any Tax (other than commercial Contracts entered into in the ordinary course of business that do not primarily relate to Taxes); consented to any extension or waiver of the limitations limitation period applicable to any Tax claim or assessmentassessment in respect of any Taxes (except as a result of obtaining an extension of time to file a Tax Return); made or requested any Tax ruling; changed any location of a Tax residence; entered into any installment sale or open transaction disposition or received any prepaid amount outside of the ordinary course of business; received a PPP Loan; deferred the employee portion of payroll Taxes imposed under Section 3101(a) of the Code pursuant to the Executive Order Memorandum for the Secretary of the Treasury, dated August 8, 2020, on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster; or surrendered any right to claim a Tax refund, offset or other reduction in Tax liability; (kxvi) acceleratedgranted any option or right to purchase Equity Interests of such Group Company; issued any Equity Interests of such Group Company or any security convertible into or exchangeable for such Equity Interests; granted any registration rights; purchased, wrote offredeemed, or discounted retired any accounts receivable Equity Interests of such Group Company; declared, set aside or paid any dividend or other distribution or payment in respect of the Equity Interests of such Group Company; purchased, redeemed or repurchased any of its Equity Interests, other than solely between or among the Group Companies; or split, combined, subdivided or reclassified any of its Equity Interests; (lxvii) delayed in paying any payables or other liabilities when due or deferred expenses, in each case; (m) entered into any Contract which would be included in the definition of Material Contract or made any material modification to any existing Material Contract, in each case other than any Contracts or extensions: (A) with a term of less than one year, or (B) that are entered into or modified in the ordinary course of business, entered into, amended, canceled or terminated any Contract to which the Group Company is a party, involving an annual commitment by or to the Group Company of at least the Listing Threshold or otherwise would have been a Business Agreement, or waived, released or assigned any material right thereunder; (xviii) made any loan or advance to any employee, officer, director, consultant, agent or any Seller other than normal advances of business expenses that have been or will be reimbursed in the ordinary course of business; (xix) entered into any Contract between any Group Company, on the one hand, and any Seller or any of its Affiliates, on the other hand, or otherwise made any payments or distributions of non-cash assets to any Seller or any of its Affiliates; (xx) other than pursuant to any change in insurance broker, failed to renew, make payments as due and otherwise comply in all material respects with the terms of material insurance policies with respect to the assets, operations and activities of the Group Companies as currently in effect, including the Insurance Policies; (xxi) adopted a plan or agreement of complete or partial liquidation or rehabilitation or authorized or undertook a dissolution, rehabilitation, consolidation restructuring, recapitalization or other reorganization; (xxii) taken any action (or failed to take any action) that could reasonably be expected to result in the loss, lapse, abandonment, invalidity or unenforceability of any material Company Intellectual Property; or (nxxiii) authorized, approved, agreed or agreed committed to do any of the foregoing. (c) Since the Most Recent Balance Sheet Date, there has not been any event, development, change or occurrence which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Operations Since the Most Recent Balance Sheet Date. Except as set forth (a) Since the Most Recent Balance Sheet Date, (i) the Company has conducted its business, in Section 4.8 of all material respects, in the Disclosure Schedules ordinary course and (ii) there has occurred no Change which, individually or otherwise contemplated herebyin the aggregate, since has had, or would reasonably be expected to result in, a Material Adverse Effect. (b) Between the Most Recent Balance Sheet Date and the date hereof, the Company has not: (ai) experienced a Material Adverse Effectsold, pledged, assigned, leased (as lessor or lessee), licensed, transferred, abandoned or otherwise disposed of any of its material assets, tangible or intangible (other than the sale of products or the sale or rental of equipment, in each case in the ordinary course of business); (bii) (A) acquired any material assets, other than purchases of inventory and raw materials in the ordinary course of business, or (B) made or committed to make any material capital expenditures; (iii) made, granted or instituted any bonus, wage or salary increase or committed, orally or in writing, to any such increase to any employee or group of employees, or made, granted or instituted any increase or committed, orally or in writing, to any such increase in any existing Benefit Plan, amended or terminated any Benefit Plan or adopted any new Benefit Plan; (iv) suffered any material damage, destruction or casualty with respect to any property (whether or not covered by insurance); (v) authorized for issuance, issued, sold, delivered, granted any options, warrants, calls, subscriptions or other rights for, or entered into any amendment other agreement or commitment to issue, sell, deliver or grant, any Common Stock or any securities convertible or exchangeable or exercisable into Common Stock or split, combined or reclassified any shares of its Organizational Documents; (c) made, capital stock or declared, set aside, aside or paid any dividend on, or other distribution (whether in cash, equity, stock or propertyproperty or any combination thereof) in respect of its capital stock; (vi) incurred any Company Debt or assumed or guaranteed any obligations of any other Person or made any loans, advances or capital contributions to, or investments in, any Person; (vii) mortgaged, pledged or suffered to be encumbered any of its properties or assets or subjected them to any Encumbrance, except Permitted Encumbrances; (viii) made any change in its cash management practices or in any method of accounting or accounting policies or made any material write off of any accounts receivable; (ix) amended its Articles of Incorporation or Bylaws; (x) been involved in any labor dispute, other than non-material grievances in the ordinary course of business, or experienced any activity, union organizing or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees; (xi) entered into any new line of business; (xii) disposed of (whether by sale, assignment, license, forfeiture, abandonment or otherwise), encumbered or failed to keep in effect or maintain, or taken any action, or failed take any action, that could reasonably be expected to result in the loss, lapse, abandonment, invalidity or unenforceability of, any right in, to or for the use of its membership interestsor any issued or pending patent or registration or application for, any of the Company Intellectual Property that is material to the business of the Company as currently conducted; (dxiii) made entered into any investment inacquisition or agreement to acquire by merger, consolidation or otherwise, or any loan, advanceagreement to acquire a substantial portion of the assets of, or capital contribution toin any other manner, any business of any other Person; (exiv) entered into any Contract for the purchase settlement, conciliation or lease (as lessor or lessee) of real propertysimilar agreement; (fxv) created, incurred, assumed, hired any new officers or agreed to create, incur, or assume or guarantee, any Indebtedness other than money borrowed or advanced from any Affiliate of the Company (except in the ordinary course of business business) any new employees or under existing lines of creditconsultants; (gxvi) materially reevaluated changed its material assetsaccounting methods, excluding writing-off principles or discounting of notespractices, accounts receivable, or other assets except insofar as may be required by a generally applicable change in the ordinary course of business consistent with past practiceGAAP; (h) instituted any material increase in, entered into, terminated, or adopted any Benefit Plan; (i) made any material change in the accounting principles, methods, practices, or policies applied in the preparation of the Financial Statements, unless such change was required by consistently applied accounting principles, a disclosure of the changes in accounting policies and/or methodologies, or by applicable Law; (jxvii) made or changed any material Tax election, changed any an annual tax accounting period, adopted or changed any material method of Tax accounting, filed any amended Tax Return, entered into any closing agreement, waived or extended any statute of limitation with respect to Taxes, settled or compromised any material Tax liability, claim or assessment, surrendered any right to claim a material Tax refund, refund of Taxes or consented taken any other similar action relating to any extension or waiver the filing of the limitations period applicable to any Tax claim Return or assessment; (k) accelerated, wrote off, or discounted the payment of any accounts receivable of the Company; (l) delayed in paying any payables or other liabilities when due or deferred expenses, in each case; (m) entered into any Contract which would be included in the definition of Material Contract or made any material modification to any existing Material Contract, in each case other than any Contracts or extensions: (A) with a term of less than one year, or (B) that are entered into or modified in the ordinary course of businessTax; or (nxviii) authorizedagreed, approvedwhether orally or in writing, or agreed to do any of the foregoing.

Operations Since the Most Recent Balance Sheet Date. Except (a) Other than as set forth in Section 4.8 of the Disclosure Schedules or otherwise contemplated herebyon Schedule 3.8, since the Most Recent Balance Sheet Date Date, the Company has Acquired Entities have conducted their business, in all material respects, in the ordinary course. (b) Other than as set forth on Schedule 3.8, since the Most Recent Balance Sheet Date, the Acquired Entities have not: (ai) experienced a Material Adverse Effectsold, leased (as lessor or lessee), transferred, or otherwise disposed of any assets except in the ordinary course of business; (bii) undertaken or committed to undertake capital expenditures not contemplated by the capital expenditure budget of the Acquired Entities in excess of One-Hundred Thousand Dollars ($100,000); (iii) (A) entered into any amendment new, or amended, terminated or renewed any existing, employment, bonus, change of control or severance agreement with or for the benefit of any officers, directors or employees, or granted any material increases in the compensation, perquisites or benefits payable or to become payable to any of its Organizational Documentscurrent or former directors, officers, employees or consultants other than in the ordinary course of business, (B) established, adopted, entered into, materially amended or terminated any Employee Benefit Plan, (C) granted any retention, severance or termination pay to any current or former director, officer or other employee of any Acquired Entity, (D) granted any equity or equity based awards, or (E) hired or terminated (other than for cause) any employee, except in the ordinary course of business consistent with past practice; except, in the case of each of clauses (A) through (E), to the extent required by applicable Law, this Agreement or any Employee Benefit Plan or other agreement in effect on the date of this Agreement and disclosed in Schedule 3.15(a); (civ) madesuffered any material damage, declared, set aside, destruction or paid casualty loss with respect to any dividend on, or other distribution property (whether in cash, equity, or propertynot covered by insurance) in respect of, any of its membership interestsother than ordinary wear and tear; (d) made any investment in, or any loan, advance, or capital contribution to, any other Person; (ev) entered into any Contract contract for the purchase or lease (as lessor or lessee) of real propertyproperty or exercised any option to extend a Lease; (fvi) incurred any material obligation or liability (whether absolute, accrued, contingent or otherwise) except in the ordinary course of business and consistent with past practice; (vii) created, incurred, assumed, or agreed to create, incur, or assume or guarantee, any Indebtedness indebtedness for borrowed money other than money borrowed or advanced from any Affiliate of the Company in the ordinary course of business business, excepting advances under any factor or under existing lines of creditworking capital facility; (gviii) materially reevaluated mortgaged, pledged or subjected to any Encumbrance (other than Permitted Encumbrances) any of its material assets, excluding writing-off properties or discounting of notes, accounts receivable, or other assets in the ordinary course of business consistent with past practicerights; (hix) instituted accelerated the repayment of any material increase in, entered into, terminated, or adopted any Benefit PlanIndebtedness; (ix) made any material change in the accounting principles, methods, practices, practices or policies applied in the preparation of the Financial Statements, unless such change was is required by consistently applied accounting principles, a disclosure of the changes in accounting policies and/or methodologies, or by applicable Law; (jxi) settled any Actions, if such settlement would result in a Company Material Adverse Effect; (xii) disposed of, abandoned, or assigned the Company’s rights in and to any material Company Intellectual Property, in whole or in part, including granting an exclusive license to any third parties concerning any such Company Intellectual Property; (xiii) made or changed any material Tax election, changed any an annual tax accounting period, adopted or changed any material Tax accounting method of Tax accounting(including without limitation claiming bonus depreciation or adopting any income deferral method), filed any amended Tax Return, entered into any closing agreement, settled any material Tax claim or assessmentassessment relating to the Acquired Entities, surrendered any right to claim a material Tax refund, refund of Taxes or consented to any extension or waiver of the limitations limitation period applicable to any Tax claim or assessmentassessment relating to the Acquired Entities, if such election, adoption, change, amendment, agreement, settlement, surrender or consent would have the effect of increasing the Tax liability of the Acquired Entities for any period ending after the Closing Date or decreasing any Tax attribute of the Acquired Entities existing on the Closing Date; (kxiv) accelerated, wrote off, or discounted laid off any accounts receivable significant number of the Companyits employees; (lxv) delayed in paying declared, paid, or set aside for payment any payables dividend or other liabilities when due or deferred expenses, distribution in each case; (m) entered into any Contract which would be included in the definition respect of Material Contract or made any material modification to any existing Material Contract, in each case other than any Contracts or extensions: (A) with a term of less than one yearits Equity Interests, or (B) that are entered into redeemed, purchased or modified in the ordinary course otherwise acquired, directly or indirectly, any of businessits Equity Interests or agreed to do so; or (nxvi) authorized, approved, agreed or agreed committed to do any of the foregoing.