Common use of CHANGES SINCE THE CURRENT BALANCE SHEET DATE Clause in Contracts

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of its Current Balance Sheet included in the Financial Statements, the Company has not (except as expressly permitted or required by the terms of this Agreement): (a) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest of the Company; (b) declared, set aside, made, or paid any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock or other securities, or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock or other securities; (c) paid any bonus to or increased the rate of compensation of any of its officers, salaried employees or amended any other terms of employment or engagement of such persons; (d) sold, leased or transferred any of its properties or assets or acquired (including, without limitation, for cash or shares of stock (or other securities or equity interests), by merger, consolidation, or acquisition of stock (or other securities or equity interests) or assets) any interest in any corporation, limited liability company, partnership or other business, business organization or division thereof or properties or assets; (e) made or obligated itself to make capital expenditures; (f) made any payment in respect of, or otherwise discharged or satisfied, any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (g) except in the ordinary course of business (i) incurred any obligations or liabilities (including, without limitation, any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), or (ii) entered into any transaction or series of transactions involving in excess of $25,000 in the aggregate, except for this Agreement and the transactions contemplated hereby; (h) suffered any theft, damage, destruction or casualty loss in excess of $25,000 in the aggregate for losses not covered by insurance, and in excess of $75,000 in the aggregate for losses covered by insurance; (i) suffered any extraordinary losses (whether or not covered by insurance); (j) waived, canceled, compromised or released any rights having a value in excess of $25,000 in the aggregate; (k) made or adopted any change in its accounting practice or policies; (l) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (m) entered into any transaction with any Founder or any Affiliate of the Company or the Founders, (n) entered into any employment agreement; (o) terminated, amended or modified any agreement involving an amount in excess of $25,000 in the aggregate; (p) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practice; (q) delayed paying any account payable beyond 45 days following the date on which it is due and payable except to the extent being contested in good faith; (r) made or pledged any charitable contributions; (s) acquired (including, without limitation, for cash or shares of stock (or other securities or equity interests), by merger, consolidation, or acquisition of stock (or other securities or equity interests) or assets) any interest in any corporation, partnership, limited liability company or other business organization or division thereof or any assets, or made any investment either by purchase of stock (or other securities or equity interests), contributions or property or transfer of capital; (t) entered into any other transaction or been subject to any event which has or may reasonably be expected to have a Material Adverse Effect (as defined in Section 11.1) on the Company; or (u) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since Except as specifically set forth in Schedule 3.10, since the date of its Current Balance Sheet included in the Financial Statements, the Company no Acquired Entity has not (except as expressly permitted or required by the terms of this Agreement): (a) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stockstock or of any class or any partnership interests, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or partnership interests or any other ownership interest of the Company; such Acquired Entity, (b) declared, set aside, made, or paid any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock stock, partnership interests or other securities, or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock stock, partnership interests or other securities; (c) paid any bonus to or increased the rate of compensation of any of its officers, partners or salaried employees or amended any other terms of employment or engagement of such persons; (d) sold, leased or transferred any of its properties or assets or acquired (including, without limitation, for cash or shares of stock (or other securities or equity interests), by merger, consolidation, or acquisition of stock (or other securities or equity interests) or assets) any interest in any corporation, limited liability company, partnership or other business, business organization or division thereof or properties or assetsassets other than in the ordinary course of business consistent with past practice; (e) made or obligated itself to make capital expendituresexpenditures out of the ordinary course of business consistent with past practice; (f) made any payment in respect of, or otherwise discharged or satisfied, any claims, of its liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (g) except in the ordinary course of business (i) incurred any obligations or liabilities (including, without limitation, any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), ) or (ii) entered into any transaction or series of transactions involving in excess of $25,000 100,000 in the aggregateaggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (h) suffered any theft, damage, destruction or casualty loss in excess of $25,000 in the aggregate for losses loss, whether or not covered by insurance, and in excess of $75,000 100,000 in the aggregate for losses covered by insuranceaggregate; (i) suffered any extraordinary losses (whether or not covered by insurance); (j) waived, canceled, compromised or released any rights having a value in excess of $25,000 100,000 in the aggregate; (k) made or adopted any change in its accounting practice or policies; (l) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (m) entered into any transaction with any Founder Principal or any Affiliate of the Company or the Founders, (n) entered into any employment agreement; (o) terminated, amended or modified any agreement involving an amount in excess of $25,000 in the aggregate; (p) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practice; (q) delayed paying any account payable beyond 45 days following the date on which it is due and payable except to the extent being contested in good faith; (r) made or pledged any charitable contributions; (s) acquired (including, without limitation, for cash or shares of stock (or other securities or equity interests), by merger, consolidation, or acquisition of stock (or other securities or equity interests) or assets) any interest in any corporation, partnership, limited liability company or other business organization or division thereof or any assets, or made any investment either by purchase of stock (or other securities or equity interests), contributions or property or transfer of capital; (t) entered into any other transaction or been subject to any event which has or may reasonably be expected to have a Material Adverse Effect (as defined in Section 11.1) on the Company; or (u) agreed to do or authorized any of the foregoing.the

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of its Current Balance Sheet included in the Financial Statements, the Company no Acquired Entity has not (except as expressly permitted or required by the terms of this Agreement): (a) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock, stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest of the Companysuch Acquired Entity; (b) declared, set aside, made, or paid any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock or other securities, or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock or other securities; (c) paid any bonus to or increased the rate of compensation of any of its officers, salaried employees or amended any other terms of employment or engagement of such persons; (d) sold, leased or transferred any of its properties or assets or acquired (including, without limitation, for cash or shares of stock (or other securities or equity interests), by merger, consolidation, or acquisition of stock (or other securities or equity interests) or assets) any interest in any corporation, limited liability company, partnership or other business, business organization or division thereof or properties or assetsassets other than in the ordinary course of business consistent with past practice; (e) made or obligated itself to make capital expendituresexpenditures out of the ordinary course of business consistent with past practice; (f) made any payment in respect of, or otherwise discharged or satisfied, any claims, of its liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (g) except in the ordinary course of business (i) business, incurred any obligations or liabilities (including, without limitation, any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), ) or (ii) entered into any transaction or series of transactions involving in excess of $25,000 in the aggregate, except for this Agreement and the transactions contemplated hereby; (h) suffered any theft, damage, destruction or casualty loss loss, whether or not covered by insurance, in excess of $25,000 in the aggregate for losses not covered by insurance, and in excess of $75,000 in the aggregate for losses covered by insuranceaggregate; (i) suffered any extraordinary losses (whether or not covered by insurance); (j) waived, canceled, compromised or released any rights having a value in excess of $25,000 in the aggregate; (k) made or adopted any change in its accounting practice or policies; (l) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (m) entered into any transaction with any Founder the Shareholder or any Affiliate of any of the Company Acquired Entities or the FoundersShareholder, (n) entered into any employment agreementagreement that is not terminable at Closing without any liability or obligation; (o) terminated, amended or modified any agreement involving an amount in excess of $25,000 in the aggregate; (p) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practice; (q) delayed paying any account payable beyond 45 days following the date on which it is due and payable except to the extent being contested in good faith; (r) made or pledged any charitable contributionscontributions in excess of $25,000 in the aggregate; (s) acquired (including, without limitation, for cash or shares of stock (or other securities or equity interests)stock, by merger, consolidation, or acquisition of stock (or other securities or equity interests) or assets) any interest in any corporation, partnership, limited liability company partnership or other business organization or division thereof or any assets, or made any investment either by purchase of stock (or other securities or equity interests)securities, contributions or property or transfer of capitalcapital other than as permitted or provided in this Agreement; (t) increased or decreased prices charged to customers, except in the ordinary course of business consistent with past practice, materially increased or decreased the average monthly New Parts and Accessories Inventory, Other Parts and Accessories Inventory, New Vehicle Inventory or Other Vehicle Inventory, other than in the ordinary course of business consistent with past practice, ordered any New Vehicle Inventory from the Factory which would be inconsistent with the prior practices of the Acquired Entity, or taken any actions which might reasonably result in any material loss of customers; (u) entered into any other transaction or been subject to any event which has or may reasonably be expected to have a Material Adverse Effect (as defined in Section 11.1) on the Companysuch Acquired Entity; or (uv) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of its the Current Balance Sheet included in the Financial StatementsSheet, the Company except as set forth on Schedule 3.10, Paragren has not (except as expressly permitted or required by the terms of this Agreement): (a) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock, stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest of the Companyin Paragren; (b) declared, set aside, made, or paid any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock or other securities, or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock or other securities; (c) paid any bonus to or increased the rate of compensation of any of its officers, salaried officers or employees or amended any other terms of employment or engagement of such personspersons except in the ordinary course of business consistent with past practice; (d) sold, leased or transferred any of its properties or assets or acquired (including, without limitation, for cash or shares of stock (or other securities or equity interests), by merger, consolidation, or acquisition of stock (or other securities or equity interests) or assets) any interest in any corporation, limited liability company, partnership or other business, business organization or division thereof or properties or assetsassets other than in the ordinary course of business consistent with past practice; (e) made or obligated itself to make capital expendituresexpenditures in excess of $100,000; (f) made any payment in respect of, or otherwise discharged or satisfied, any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (g) except in the ordinary course of business (i) incurred any obligations or liabilities (including, without limitation, any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), or (ii) entered into any transaction or series of transactions involving in excess of $25,000 in the aggregate50,000, except for this Agreement and the transactions contemplated hereby; (h) suffered any theft, damage, destruction or casualty loss in excess of $25,000 in the aggregate for losses not covered by insurance, and in excess of $75,000 in the aggregate for losses covered by insurance50,000; (i) suffered any extraordinary losses (whether or not covered by insurance)) in excess of $50,000; (j) waived, canceled, compromised or released any rights having a value in excess of $25,000 in the aggregate50,000; (k) made or adopted any change in its accounting practice practices or policies; (l) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (m) entered into any transaction with any Founder shareholder or any Affiliate of the Company Paragren or the Foundersof any shareholder of Paragren, or of any shareholder of Paragren; (n) entered into any employment agreementor consulting agreement that is not terminable at Closing without any liability or obligation; (o) terminated, amended or modified any agreement involving an amount in excess of $25,000 50,000 in the aggregate; (p) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practiceassets; (q) delayed paying any account payable beyond 45 60 days following the date on which it is due and payable except to the extent being contested in good faithpayable; (r) made or pledged any charitable contributionscontributions in excess of $10,000; (s) acquired (including, without limitation, for cash or shares of stock (or other securities or equity interests), by merger, consolidation, or acquisition of stock (or other securities or equity interests) or assets) any interest in any corporation, partnership, limited liability company or other business organization or division thereof or any assets, or made any investment either by purchase of stock (or other securities or equity interests), contributions or property or transfer of capital; (t) entered into any other transaction or been subject to any event which has or may reasonably be is expected to have a Material Adverse Effect (as defined in Section 11.1) on the CompanyParagren; or (ut) agreed to do or authorized any of the foregoing.