Common use of Changes or Events Clause in Contracts

Changes or Events. Except as set forth on Schedule 2.21, during the period extending from June 30, 2007 to the date of this Agreement, none of the following has occurred: (a) Any change in the financial condition, assets, liabilities, business or operations, which alone or in the aggregate would have a material adverse effect on the Business; (b) Any damage, destruction or loss of Fixed Assets, whether or not covered by insurance, which alone or in the aggregate exceeds $150,000. (c) Any sale, assignment, transfer, lease or other disposition of, or agreement to sell, assign, transfer, lease or dispose of or place an encumbrance upon, any of the Acquired Assets, other than dispositions in the regular, normal and ordinary course of business; (d) Any transaction relating to the Business entered into by the Seller other than in the regular, normal and ordinary course of the Business; (e) Any event of default, cancellation or termination of any material Contract between the Seller and any party thereto, other than, with respect to the cancellation or termination of any Contract, in the ordinary course of the Business; (f) Any capital expenditure or commitment for addition to property, plant or equipment of the Business that exceeds $150,000 or capital expenditures in the aggregate in excess of $1,000,000; (g) Any cancellation or waiver of any claims or rights of value, or any sale, lease, transfer, assignment, distribution or other disposition of any of the Business’ material assets, except for sales of finished goods inventory in the ordinary course of Business, or any disposal of any material assets for any amount to any affiliate of the Seller; (h) Any disposal or lapse of any rights in, to or for the use of any of the Business’ patent, trademark, trade name or copyright rights, or, except in the ordinary course of business, any disclosure to any person not an employee, or other disposition of, any customer lists pertaining to the Business; (i) Any increase in the base compensation or other payment to any employee of the Business, whether now or hereafter payable or granted, or entry into or variation of the terms of any employment or incentive agreement with any such person (other than changes in compensation or terms in the ordinary course of the Business consistent in timing and amount with past practices); (j) Any change in any method of accounting or keeping its books of account or accounting practices relating to the Acquired Assets or the Business; (k) Except liabilities incurred in the ordinary course of the Business, any material obligation or liability occurring in the Business, including, without limitation, any liability for non-performance or termination of any Contract; (l) Any elimination of any reserves established on the Seller's books or any changing of the method of accrual pertaining to any reserves which would justify their elimination; (m) Authorized for issuance, issued, delivered or sold any equity securities of the Seller, or altered the terms of any outstanding securities issued by it subsequent to the approval of the equity holders of the Seller regarding the transaction contemplated by this Agreement; and (n) Any agreement or commitment by the Seller to do or take any of the actions referred to in subsections (a) through (m) of this Section 2.21.