Common use of Recent Events Clause in Contracts

Recent Events. Since the date of the Latest Balance Sheet, the Seller has not experienced or suffered any Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule 3.8 attached hereto, since the date of the Latest Balance Sheet, the Seller has not: 3.8.1 sold, leased, transferred or assigned any of its assets, tangible or intangible, other than in the Ordinary Course of Business; 3.8.2 created or suffered to exist any Security Interest upon any of its assets, tangible or intangible, either (a) outside the Ordinary Course of Business or (b) within the Ordinary Course of Business but securing any Liabilities in the aggregate in excess of Five Thousand ($5,000.00) Dollars; 3.8.3 issued, sold, or otherwise disposed of any of the Seller Interests or other equity interests, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of the Seller Interests or other equity interests, or any securities convertible or exchangeable into any the Seller Interests or other equity interests; 3.8.4 declared, set aside, or paid any distribution with respect to the Seller Interests or other equity interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of the Seller Interests or other equity interests; 3.8.5 made or committed to make any capital expenditures or entered into any other material transaction (a) outside the Ordinary Course of Business or (b) within the Ordinary Course of Business but involving an expenditure in excess of Five Thousand ($5,000.00) Dollars; 3.8.6 changed, in any material respect, the manner in which its business has been conducted, including, without limitation, billing of clients or collection of accounts receivable, purchases of goods and services or payment of accounts payable; 3.8.7 changed the accounting principles, methods or practices or any change in the depreciation or amortization policies or rates; or 3.8.8 agreed (whether orally or in writing) to any of the foregoing.

Recent Events. Since the date of the Latest Balance SheetJune 30, the Seller 2015, there has not experienced or suffered been any Material Adverse Effect. Without limiting the generality of the foregoing, foregoing (and except as set forth on disclosed in Schedule 3.8 attached hereto4.9) since June 30, since the date of the Latest Balance Sheet, the Seller has not2015: 3.8.1 (a) NorMedix has not sold, leased, transferred or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; 3.8.2 created (b) NorMedix has not entered into any Contract (or suffered series of related Contracts) either involving more than $15,000 or outside the Ordinary Course of Business; (c) no party (including NorMedix) has accelerated, terminated, modified or cancelled any Contract (or series of related Contracts) involving more than $15,000 to exist which NorMedix is a party or by which it is bound, other than in connection with the completion or expiration of any Security Interest such Contract in the Ordinary Course of Business; (d) NorMedix has not imposed any Liens upon any of its assets, tangible or intangible, ; (e) NorMedix has not made any capital expenditure (or series of related capital expenditures) either (a) involving more than $10,000 or outside the Ordinary Course of Business Business; (f) NorMedix has not made any capital investment in, or any acquisition of the securities or assets of, any other Person (bor series of related capital investments and acquisitions) within either involving more than $5,000 or outside the Ordinary Course of Business but securing Business; (g) NorMedix has not issued any Liabilities note, bond or other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $5,000 singly or $10,000 in the aggregate in excess of Five Thousand ($5,000.00) Dollarsaggregate; 3.8.3 (h) NorMedix has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (i) NorMedix has not cancelled, compromised, waived or released any right or claim (or series of related rights and claims) either involving more than $5,000 or outside the Ordinary Course of Business; (j) NorMedix has not transferred, assigned or granted any license or sublicense of any rights under or with respect to any Intellectual Property, except pursuant to any of the Contracts set forth on Schedule 4.15(a); (k) there has been no change made or authorized in the articles of incorporation and bylaws of NorMedix other than an amendment to its articles of incorporation to change its name to “NorMedix, Inc.” from “GMedix, Inc.” filed on June 15, 2015; (l) NorMedix has not issued, sold, sold or otherwise disposed of any of the Seller Interests or other equity interests, its capital stock or granted any options, warrants, warrants or other rights to purchase or obtain (including upon conversion conversion, exchange or exercise) any of the Seller Interests or other equity interests, or any securities convertible or exchangeable into any the Seller Interests or other equity interestsits capital stock; 3.8.4 (m) NorMedix has not declared, set aside, aside or paid any dividend or made any distribution with respect to the Seller Interests or other equity interests its capital stock (whether in cash or in kind) or redeemed, purchased, purchased or otherwise acquired any of the Seller Interests or other equity interestsits capital stock; 3.8.5 (n) NorMedix has not experienced any damage, destruction or loss (whether or not covered by insurance) to its property; (o) NorMedix has not made or committed to make any capital expenditures loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (p) NorMedix has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (q) NorMedix has not granted any increase in the base compensation of any of its directors, officers or employees outside the Ordinary Course of Business; (r) NorMedix has not adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance or other plan, Contract or commitment for the benefit of any of its directors, officers or employees (or taken any such action with respect to any other Employee Benefit Plan); (s) NorMedix has not made any other change in employment terms for any of its directors, officers, or employees outside the Ordinary Course of Business; (t) NorMedix has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (u) NorMedix has not discharged a material Liability or Lien outside the Ordinary Course of Business; (v) NorMedix has not made any loans or advances of money, other than travel advances made in the Ordinary Course of Business; (w) NorMedix has not disclosed any material Confidential Information, except pursuant to non-disclosure agreements or in the Ordinary Course of Business; (x) there has not been any other material occurrence, event, incident, action, failure to act or transaction (a) outside the Ordinary Course of Business or involving NorMedix; and (by) within the Ordinary Course of Business but involving an expenditure in excess of Five Thousand ($5,000.00) Dollars; 3.8.6 changed, in any material respect, the manner in which its business NorMedix has been conducted, including, without limitation, billing of clients or collection of accounts receivable, purchases of goods and services or payment of accounts payable; 3.8.7 changed the accounting principles, methods or practices or any change in the depreciation or amortization policies or rates; or 3.8.8 agreed (whether orally or in writing) not committed to any of the foregoing.

Recent Events. Since the date Except as set forth in Section 3.1(g) of the Latest Balance SheetDisclosure Schedule, since June 30, 1998, neither the Seller Company nor any of its Subsidiaries has not experienced or suffered any Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule 3.8 attached heretothe Latest Financials or Section 3.1(g) of the Disclosure Schedule, since June 30, 1998, neither the date Company nor any of the Latest Balance Sheet, the Seller has notits Subsidiaries: 3.8.1 (i) sold, leased, transferred or assigned any of its assets, tangible or intangible, with an aggregate value greater than $100,000, other than in the Ordinary Course of Business; 3.8.2 (ii) accelerated, terminated, modified, canceled or committed any breach of any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) either involving more than $50,000 or otherwise outside of the Ordinary Course of Business; (iii) canceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $50,000 or outside of the Ordinary Course of Business; (iv) experienced any damage, destruction, or loss to its property in excess of $50,000 (whether or not covered by insurance); (v) created or suffered to exist any Security Interest upon any of its assets, tangible or intangible, either (a) outside the Ordinary Course of Business or (b) within the Ordinary Course of Business but securing any Liabilities in the aggregate in excess of Five Thousand ($5,000.00) Dollars100,000; 3.8.3 (vi) issued, sold, or otherwise disposed of any of the Seller its Membership Interests or other equity interestssecurities, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any interest in the Company or any of the Seller Interests or other its equity interestssecurities, or any securities convertible or exchangeable into any the Seller of its Membership Interests or other equity interestssecurities; 3.8.4 (vii) declared, set aside, or paid any dividend or distribution with respect to the Seller Membership Interests or other any of its equity interests securities (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of the Seller Membership Interests or other any of its equity interestssecurities; 3.8.5 (viii) entered into any transaction, arrangement or contract with, or distributed or transferred any property or other assets to, any officer, director, Member or other insider or Affiliate of the Company or any of its Subsidiaries (other than salaries and employee benefits in the Ordinary Course of Business and the contemplated sale of IDR); (ix) made or committed to make any capital expenditures or entered into any other material transaction (a) outside the Ordinary Course of Business or (b) within the Ordinary Course of Business but involving an expenditure in excess of Five Thousand ($5,000.00) Dollars50,000; 3.8.6 changed, (x) amended or modified in any material respect, respect any Plan (beyond any amendments and modifications reflected in true and complete copies of such Plans delivered to ▇▇▇▇▇▇▇); (xi) entered into any employment agreement for a base salary in excess of $250,000 or collective bargaining agreement or granted any increase in excess of $25,000 in the salary of any officer or management employee of the Company (or increase in excess of $15,000 in the case of any non-management employee) or paid or committed to pay any bonus to any officer or employee; (xii) changed in any material respect the manner in which its the business has been conducted, including, without limitation, billing of clients or collection of accounts receivable, purchases of goods and services or payment of accounts payable; 3.8.7 (xiii) changed the accounting principles, methods or practices or any change in the depreciation or amortization policies or rates, except in each case as required by GAAP other than applying SOP 98-1 and other related pronouncements to 1998 Financial Statements; (xiv) changed the relationships with any client, contractor or supplier which might reasonably be expected to result in a Material Adverse Effect; or 3.8.8 agreed (whether xv) entered into any binding commitment (orally or in writing) to do any of the foregoing.