Common use of No Material Adverse Change, etc Clause in Contracts

No Material Adverse Change, etc. Since the date of the Seller Balance Sheet, other than as contemplated or caused by this Agreement, there has not been (i) any material adverse change in the business, condition (financial or otherwise), operations, or prospects of the Seller; (ii) any damage, destruction, or loss, whether covered by insurance or not, having a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the Seller; (iii) any entry into or termination of any material commitment, contract, agreement or transaction (including, but not limited to, any material borrowing or capital expenditure or sale or other disposition of any material asset or assets) of or involving the Seller, other than this Agreement and agreements executed in the ordinary course of business; (iv) any redemption, repurchase or other acquisition for value of its capital stock by the Seller, or any issuance of capital stock of the Seller or of securities convertible into or rights to acquire any such capital stock or any dividend or distribution declared, set aside or paid on capital stock of the Seller; (v) any transfer of or right granted pursuant to any material lease, license, agreement, patent, trademark, trade name or copyright of the Seller; (vi) any sale or other disposition of any asset of the Seller, or any mortgage, pledge or imposition of any lien or other encumbrance on any asset of the Seller, other than in the ordinary course of business, or any agreement relating to any of the foregoing; or (vii) any default or breach by the Seller in any material respect pursuant to any contract, license or permit. Since the date of the Seller Balance Sheet, the Seller has conducted its business only in the ordinary and usual course, and, without limiting the foregoing, no changes have been made in (i) executive compensation amounts, (ii) the manner in which other employees of the Seller are compensated, (iii) supplemental benefits provided to any such executives or other employees, or (d) inventory amounts in relation to sales amounts, except, in any such event, in the ordinary course of business and, in any event, without material adverse effect on the business, condition (financial or otherwise), operations or prospects of the Seller.

No Material Adverse Change, etc. Since the date of the Seller Acquired Business Balance Sheet, other than as contemplated or caused by this Agreement, there has not been (ia) any material adverse change in the business, condition (financial or otherwise), operations, or prospects of the SellerAcquired Business; (iib) any damage, destruction, destruction or loss, whether covered by insurance or not, having a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the SellerAcquired Business, or materially adversely affecting the Acquired Assets; (iiic) any entry into or termination of any material commitment, contract, agreement or transaction affecting the Acquired Business or the Acquired Assets (including, but not limited towithout limitation, any material borrowing or capital expenditure or sale or other disposition of any material asset or assets) of or involving the Seller, other than this Agreement and agreements executed in the ordinary course of business; (iv) any redemption, repurchase or other acquisition for value of its capital stock by the Seller, or any issuance of capital stock of the Seller or of securities convertible into or rights to acquire any such capital stock or any dividend or distribution declared, set aside or paid on capital stock of the Seller; (vd) any transfer of or right granted pursuant to under any material lease, license, agreement, patent, trademark, trade name or copyright of included among the SellerAcquired Assets; (vie) any sale or other disposition of any asset of the SellerAcquired Business, or any mortgage, pledge or imposition of any lien or other encumbrance on any asset of the Seller, other than Acquired Business or of any corporation included in the ordinary course of businessAcquired Assets, or any agreement relating to any of the foregoing, other than in the ordinary course of business; or (viif) any default or breach by the Seller in any material respect pursuant to under any contract, license or permitpermit held by or for or affecting the Acquired Business. Since the date of the Seller Acquired Business Balance Sheet, ESI and EHGI have conducted the Seller has conducted its business Acquired Business businesses only in the ordinary and usual course, and, and without limiting the foregoing, no changes have been made in (ia) executive compensation amountslevels, or (iib) the manner in which other employees of the Seller EHGI are compensated, or (iiic) supplemental benefits provided to any such executives or other employeesemployees of EHGI, or (d) inventory amounts levels of the Acquired Business in relation to sales amountslevels, except, in any such eventcase, in the ordinary course of business and, in any event, without material adverse effect on the business, condition (financial or otherwise), operations operations, or prospects of the SellerAcquired Business.

No Material Adverse Change, etc. Since the date dates of the Seller Company Balance Sheet--------------------------------------- Sheet and the most recent balance sheet of the Company's subsidiary, other than as contemplated or caused by this Agreement, there has not been (i) any material adverse change in the business, condition (financial or otherwise), operations, or prospects of the SellerCompany or that subsidiary; (ii) any damage, destruction, or loss, whether covered by insurance or not, having a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the SellerCompany or that subsidiary; (iii) any entry into or termination of any material commitment, contract, agreement agreement, or transaction (including, but not limited towithout limitation, any material borrowing or capital expenditure or sale or other disposition of any material asset or assets) of by or involving the SellerCompany or that subsidiary, other than this Agreement and agreements executed in the ordinary course of business; (iv) any redemption, repurchase repurchase, or other acquisition for value of its capital stock by the SellerCompany or that subsidiary, or any issuance of capital stock of the Seller or of securities convertible into or rights to acquire any such capital stock or any dividend or distribution declared, set aside aside, or paid on capital stock of the SellerCompany or that subsidiary; (v) any transfer of or right granted pursuant to any material lease, license, agreement, patent, trademark, trade name name, or copyright of the SellerCompany or that subsidiary ; (vi) any sale or other disposition of any asset of the SellerCompany or that subsidiary, or any mortgage, pledge pledge, or imposition of any lien or other encumbrance on any asset of the SellerCompany or that subsidiary, other than in the ordinary course of business, or any agreement relating to any of the foregoing; or of (vii) any default or breach by the Seller Company or that subsidiary in any material respect pursuant to any contract, license or permit. Since the date of the Seller Company Balance SheetSheet and the most recent balance sheet of the Company's subsidiary, the Seller has Company and the Company's subsidiary have conducted its business their businesses only in the ordinary and usual course, and, without limiting the foregoing, no changes have been made in (i) executive compensation amounts, (ii) the manner in which other employees of the Seller Company or that subsidiary are compensated, (iii) supplemental benefits provided to any such executives or other employees, or (d) inventory amounts in relation to sales amounts, except, in any such event, in the ordinary course of business and, in any event, without material adverse effect on the business, condition (financial or otherwise), operations operations, or prospects of the SellerCompany or that subsidiary.

No Material Adverse Change, etc. Since the date of the Seller Seller's ----------------------------------------- Balance Sheet, other than as contemplated or caused by this Agreement, there has not been (ia) any material adverse change in the business, condition (financial or otherwise), operations, or prospects of the SellerAcquired Business; (iib) any damage, destruction, destruction or loss, whether covered by insurance or not, having a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the SellerAcquired Business, or adversely affecting the Acquired Assets; (iiic) any entry into or termination of any material commitment, contract, agreement or transaction affecting the Acquired Business or the Acquired Assets (including, but not limited towithout limitation, any material borrowing or capital expenditure or sale or other disposition of any material asset or assets) of or involving the Seller, other than this Agreement and agreements executed in the ordinary course of business; (ivd) any redemption, repurchase or other acquisition for value of its capital stock by the Seller, or any issuance of capital stock of any corporation included in the Seller Acquired Assets or of securities convertible into or rights to acquire any such capital stock or any dividend or distribution declared, set aside or paid on any such capital stock of the Sellerstock; (ve) any transfer of or right granted pursuant to under any material lease, license, agreement, patent, trademark, trade name or copyright of included among the SellerAcquired Assets; (vif) any sale or other disposition of any asset of the SellerAcquired Business, or any mortgage, pledge or imposition of any lien or other encumbrance on any asset of the Seller, other than in the ordinary course Acquired Business or of business, or any agreement relating to any of the foregoing; or (viig) any default or breach by the Seller in any material respect pursuant to under any contract, license or permitpermit held by or for or affecting the Acquired Business. Since the date of the Seller Seller's Balance Sheet, the Seller has conducted its business the Acquired Business only in the ordinary and usual course, and, without limiting the foregoing, no changes have been made in (ia) executive compensation amounts, or (iib) the manner in which other employees of the Seller Acquired Business, or employees whose principal duties related to the Acquired Business or the Acquired Assets, are compensated, or (iiic) supplemental benefits provided to any such executives or other employees, or (d) inventory amounts levels of the Acquired Business in relation to sales amountslevels, except, in any such eventcase, in the ordinary course of business and, in any eventeven, without material adverse effect on the business, condition (financial or otherwise), operations operations, or prospects of the SellerAcquired Business.

No Material Adverse Change, etc. Since the date of the Seller Purchaser Balance Sheet, other than as contemplated or caused by this Agreement, there has not been (i) any material adverse change in the business, condition (financial or otherwise), operations, or prospects of the SellerPurchaser; (ii) any damage, destruction, or loss, whether covered by insurance or not, having a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the SellerPurchaser; (iii) any entry into or termination of any material commitment, contract, agreement agreement, or transaction (including, but not limited towithout limitation, any material borrowing or capital expenditure or sale or other disposition of any material asset or assets) of or involving the SellerPurchaser, other than this Agreement and agreements executed in the ordinary course of business; (iv) any redemption, repurchase repurchase, or other acquisition for value of its capital stock by the SellerPurchaser, or any issuance of capital stock of the Seller Purchaser or of securities convertible into or rights to acquire any such capital stock or any dividend or distribution declared, set aside aside, or paid on capital stock of the SellerPurchaser; (v) any transfer of or right granted pursuant to under any material lease, license, agreement, patent, trademark, trade name name, or copyright of the SellerPurchaser; (vi) any sale or other disposition of any asset of the SellerPurchaser, or any mortgage, pledge pledge, or imposition of any lien or other encumbrance on any asset of the SellerPurchaser, other than in the ordinary course of business, or any agreement relating to any of the foregoing; or of (vii) any default or breach by the Seller Purchaser in any material respect pursuant to any contract, license or permit. Since the date of the Seller Purchaser Balance Sheet, the Seller Purchaser has conducted its business only in the ordinary and usual course, and, without limiting the foregoing, no changes have been made in (i) executive compensation amountslevels, (ii) the manner in which other employees of the Seller Purchaser are compensated, (iii) supplemental benefits provided to any such executives or other employees, or (d) inventory amounts levels in relation to sales amountslevels, except, in any such eventcase, in the ordinary course of business and, in any event, without material adverse effect on the business, condition (financial or otherwise), operations operations, or prospects of the SellerPurchaser.

No Material Adverse Change, etc. Since the date of the Seller Acquired Business Balance Sheet, other than as contemplated or caused by this Agreement, there has not been (ia) any material adverse change in the business, condition (financial or otherwise), operations, or prospects of the SellerAcquired Business; (iib) any damage, destruction, destruction or loss, whether covered by insurance or not, having a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the SellerAcquired Business, or adversely affecting the the Acquired Assets; (iiic) any entry into or termination of any material commitment, contract, agreement or transaction affecting the Acquired Business or the Acquired Assets (including, but not limited towithout limitation, any material borrowing or capital expenditure or sale or other disposition of any material asset or assets) of or involving the Seller, other than this Agreement and agreements executed in the ordinary course of business; (ivd) any redemption, repurchase or other acquisition for value of its capital stock by the Seller, or any issuance of capital stock of any corporation included in the Seller Acquired Assets or of securities convertible into or rights to acquire any such capital stock or any dividend or distribution declared, set aside or paid on any such capital stock of the Sellerstock; (ve) any transfer of or right granted pursuant to under any material lease, license, agreement, patent, trademark, trade name or copyright of included among the SellerAcquired Assets; (vif) any sale or other disposition of any asset of the SellerAcquired Business, or any mortgage, pledge or imposition of any lien or other encumbrance on any asset of the Seller, other than in the ordinary course Acquired Business or of business, or any agreement relating to any of the foregoing; or (viig) any default or breach by the Seller in any material respect pursuant to under any contract, license or permitpermit held by or for or affecting the Acquired business. Since the date of the Seller Acquired Business Balance Sheet, the Seller has conducted its business the Acquired Business only in the ordinary and usual course, and, without limiting the foregoing, no changes have been made in (ia) executive compensation amounts, or (iib) the manner in which other employees of the Seller Acquired Business, or employees whose principal duties related to the Acquired Business or the Acquired Assets, are compensated, or (iiic) supplemental benefits provided to any such executives or other employees, or (d) inventory amounts levels of the Acquired Business in relation to sales amountslevels, except, in any such eventcase, in the ordinary course of business and, in any eventeven, without material adverse effect on the business, condition (financial or otherwise), operations operations, or prospects of the SellerAcquired Business.

No Material Adverse Change, etc. Since Except as specified on the Sycamore Disclosure Document, since the date of the Seller Balance SheetSycamore’s incorporation, other than as contemplated or caused by this Agreement, there has not been (i) any material adverse change in the business, condition (financial or otherwise), operations, or prospects of the SellerMaterial Adverse Effect with respect to Sycamore; (ii) any damage, destruction, or loss, whether covered by insurance or not, having a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the Seller; (iii) any entry into or termination of any material commitment, contract, agreement agreement, or transaction (including, but not limited towithout limitation, any material borrowing or capital expenditure or sale or other disposition of any material asset or assets) of by or involving the SellerSycamore, other than this Agreement, the Merger Agreement and agreements executed in the ordinary course of business; (iviii) any redemption, repurchase repurchase, or other acquisition for value of its capital stock by the SellerSycamore, or any issuance of capital stock of the Seller or of securities convertible into or rights to acquire any such capital stock or any dividend or distribution declared, set aside aside, or paid on capital stock of the SellerSycamore; (viv) any transfer of or any right granted pursuant to any material lease, license, agreement, patent, trademark, trade name name, or copyright of the SellerSycamore; (viv) any sale or other disposition of any asset of the SellerSycamore, or any mortgage, pledge pledge, or imposition of any lien or other encumbrance on any asset of the SellerSycamore, other than in the ordinary course of business, or any agreement relating to any of the foregoing; or of (viivi) any default or breach by the Seller Sycamore in any material respect pursuant to any contract, license or permit. Since Except as specified on the date of the Seller Balance SheetSycamore Disclosure Document, the Seller Sycamore has conducted its business only in the ordinary and usual course, and, without limiting the foregoing, no changes have been made in (i) executive compensation amounts, (ii) the manner in which other employees of the Seller Sycamore are compensated, (iii) supplemental benefits provided to any such executives or other employees, or (div) inventory amounts in relation to sales amounts, except, in any such event, in the ordinary course of business and, in any event, without material adverse effect on the business, condition (financial or otherwise), operations or prospects of the SellerMaterial Adverse Effect with respect to Sycamore.

No Material Adverse Change, etc. Since the date of the Seller BEVsystems Balance -------------------------------------- Sheet, other than as contemplated or caused by this Agreement, there has not been (i) any material adverse change in the business, condition (financial or otherwise), operations, or prospects of the SellerBEVsystems; (ii) any damage, destruction, or loss, whether covered by insurance or not, having a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the SellerBEVsystems; (iii) any entry into or termination of any material commitment, contract, agreement agreement, or transaction (including, but not limited towithout limitation, any material borrowing or capital expenditure or sale or other disposition of any material asset or assets) of by or involving the SellerBEVsystems, other than this Agreement and agreements executed in the ordinary course of business; (iv) any redemption, repurchase repurchase, or other acquisition for value of its capital stock by the SellerBEVsystems, or any issuance of capital stock of the Seller or of securities convertible into or rights to acquire any such capital stock or any dividend or distribution declared, set aside aside, or paid on capital stock of the SellerBEVsystems; (v) any transfer of or any right granted pursuant to any material lease, license, agreement, patent, trademark, trade name name, or copyright of the SellerBEVsystems; (vi) any sale or other disposition of any asset of the SellerBEVsystems, or any mortgage, pledge pledge, or imposition of any lien or other encumbrance on any asset of the SellerBEVsystems, other than in the ordinary course of business, or any agreement relating to any of the foregoing; or of (vii) any default or breach by the Seller BEVsystems in any material respect pursuant to any contract, license or permit. Since the date of the Seller BEVsystems Balance Sheet, the Seller BEVsystems has conducted its business only in the ordinary and usual course, and, without limiting the foregoing, no changes have been made in (i) executive compensation amounts, (ii) the manner in which other employees of the Seller BEVsystems are compensated, (iii) supplemental benefits provided to any such executives or other employees, or (div) inventory amounts in relation to sales amounts, except, in any such event, in the ordinary course of business and, in any event, without material adverse effect on the business, condition (financial or otherwise), operations operations, or prospects of the SellerBEVsystems.

No Material Adverse Change, etc. Since the date of the Seller Company Balance Sheet, other than as contemplated or caused by this Agreement, there has not been (i) any material adverse change in the business, condition (financial or otherwise), operations, or prospects of the SellerCompany; (ii) any damage, destruction, or loss, whether covered by insurance or not, having a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the SellerCompany; (iii) any entry into or termination of any material commitment, contract, agreement agreement, or transaction (including, but not limited towithout limitation, any material borrowing or capital expenditure or sale or other disposition of any material asset or assets) of or involving the SellerCompany, other than this Agreement and agreements executed in the ordinary course of business; (iv) any redemption, repurchase repurchase, or other acquisition for value of its capital stock by the SellerCompany, or any issuance of capital stock of the Seller Company or of securities convertible into or rights to acquire any such capital stock or any dividend or distribution declared, set aside aside, or paid on capital stock of the SellerCompany; (v) any transfer of or right granted pursuant to under any material lease, license, agreement, patent, trademark, trade name name, or copyright of the SellerCompany; (vi) any sale or other disposition of any asset of the SellerCompany, or any mortgage, pledge pledge, or imposition of any lien or other encumbrance on any asset of the SellerCompany, other than in the ordinary course of business, or any agreement relating to any of the foregoing; or of (vii) any default or breach by the Seller Company in any material respect pursuant to any contract, license or permit. Since the date of the Seller Company Balance Sheet, the Seller Company has conducted its business only in the ordinary and usual course, and, without limiting the foregoing, no changes have been made in (i) executive compensation amountslevels, (ii) the manner in which other employees of the Seller Company are compensated, (iii) supplemental benefits provided to any such executives or other employees, or (d) inventory amounts levels in relation to sales amountslevels, except, in any such eventcase, in the ordinary course of business and, in any event, without material adverse effect on the business, condition (financial or otherwise), operations operations, or prospects of the SellerCompany.

No Material Adverse Change, etc. Since the date of the Seller Balance Sheetbalance sheet included in the Interim Financial Statements, other than or as contemplated or caused by this Agreement, set forth in the Company Disclosure Document there has not been (ia) any material adverse change in the financial condition, properties, assets, liabilities, business, condition (financial or otherwise), operations, results of operations or prospects of the SellerCompany, taken as a whole; (iib) any damage, destruction, or loss, whether covered by insurance or not, having a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the SellerCompany Material Adverse Effect; (iiic) any entry into or amendment or termination of any material commitment, contract, agreement agreement, or transaction (including, but not limited towithout limitation, any material borrowing or capital expenditure or sale or other disposition of any material asset or assets) of or involving the Seller, Company other than this Agreement and agreements executed in the ordinary course of business; (ivd) any redemption, repurchase repurchase, or other acquisition for value of its capital stock or membership interests by the SellerCompany, or any issuance of capital stock or membership interests of the Seller Company or of securities convertible into or rights to acquire any such capital stock or membership interests or any dividend or distribution declared, set aside aside, or paid on capital stock or membership interests of the SellerCompany; (ve) any transfer of or right granted pursuant to under any material lease, license, agreement, patent, trademark, trade name Material Contract or copyright in connection with any Proprietary Right of the SellerCompany; (vif) any sale or other disposition of any asset of the SellerCompany other than in the ordinary course of business or as expressly permitted by the terms of this Agreement, or any mortgage, pledge pledge, or imposition of any lien or other encumbrance on any asset of the Seller, other than in the ordinary course of businessCompany, or any agreement relating to any of the foregoing; or (viig) any default or breach by the Seller Company in any material respect pursuant to under any contract, license or permit. Since the date of the Seller Company Balance Sheet, the Seller Company has conducted its business only in the ordinary and usual course, and, without limiting the foregoing, no changes have been made in (i) executive compensation amountsarrangements with or commitments to related parties, (ii) executive compensation levels (other than the payment of certain bonuses described in the Company Disclosure Document), (iii) the manner in which other employees of the Seller Company are compensated, or (iiiiv) supplemental benefits provided to any such executives or other employees, or (d) inventory amounts in relation to sales amounts, except, in any such eventcase, in the ordinary course of business and, in any event, without material adverse effect on the business, condition (financial or otherwise), operations or prospects of the Sellera Company Material Adverse Effect.

No Material Adverse Change, etc. Since the date of the Seller Company Balance Sheet and the GBEM Balance Sheet, other than as contemplated or caused by this Agreement, there has not been been: (ia) any material adverse change in the business, condition (financial or otherwise), operations, or prospects of the SellerCompany or GBEM; (iib) any damage, destruction, or loss, whether covered by insurance or not, having a material adverse effect on the business, condition (financial or otherwise), operations operations, or prospects of the SellerCompany or GBEM; (iiic) any entry into or termination of any material commitment, contract, agreement agreement, or transaction (including, but not limited towithout limitation, any material borrowing or capital expenditure or sale or other disposition of any material asset assets or assets) of or involving the Seller, Company or GBEM other than this Agreement and agreements executed in the ordinary course of business; (ivd) any redemption, repurchase repurchase, or other acquisition for value of its capital stock by the SellerCompany, or any issuance of capital stock of the Seller Company or any Subsidiary of the Company or of securities convertible into or rights to acquire any such capital stock or any dividend or distribution declared, set aside aside, or paid on capital stock of the SellerCompany; (ve) any transfer of or right granted pursuant to under any material lease, license, agreement, patent, trademark, trade name name, or copyright of the SellerCompany or GBEM; (vif) any sale or other disposition of any asset of the SellerCompany or of any Subsidiary of the Company, or any mortgage, pledge pledge, or imposition of any lien or other encumbrance on any asset of the SellerCompany or of any Subsidiary of the Company, other than in the ordinary course of business, or any agreement relating to any of the foregoing; or (viig) any default or breach by the Seller company or any Subsidiary of the Company in any material respect pursuant to under any contract, license or permit. Since the date of the Seller Company Balance Sheet and the GBEM Balance Sheet, the Seller has Company and its Subsidiaries have conducted its their business only in the ordinary and usual course, and, without limiting the foregoing, no changes have been made in (ia) executive compensation amountslevels, (iib) the manner in which other employees of the Seller Company and its Subsidiaries are compensated, or (iiic) supplemental benefits provided to any such executives or other employees, or (d) inventory amounts in relation to sales amounts, except, in any such eventcase, in the ordinary course of business and, in any event, without material adverse effect on the business, condition (financial or otherwise), operations operations, or prospects of the SellerCompany or GBEM.

No Material Adverse Change, etc. Since the date of the Seller Acquired Business Balance Sheet, other than as contemplated or caused by this Agreement, there has not been (ia) any material adverse change in the business, condition (financial or otherwise), operations, or prospects of the SellerAcquired Business; (iib) any damage, destruction, destruction or loss, whether covered by insurance or not, having a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the SellerAcquired Business, or adversely affecting the Acquired Assets; (iiic) any entry into or termination of any material commitment, contract, agreement or transaction affecting the Acquired Business or the Acquired Assets (including, but not limited towithout limitation, any material borrowing or capital expenditure or sale or other disposition of any material asset or assets) of or involving the Seller, other than this Agreement and agreements executed in the ordinary course of business; (ivd) any redemption, repurchase or other acquisition for value of its capital stock by the Seller, or any issuance of capital stock of any corporation included in the Seller Acquired Assets or of securities convertible into or rights to acquire any such capital stock or any dividend or distribution declared, set aside or paid on any such capital stock of the Sellerstock; (ve) any transfer of or right granted pursuant to under any material lease, license, agreement, patent, trademark, trade name or copyright of included among the SellerAcquired Assets; (vif) any sale or other disposition of any asset of the SellerAcquired Business, or any mortgage, pledge or imposition of any lien or other encumbrance on any asset of the Seller, other than in the ordinary course Acquired Business or of business, or any agreement relating to any of the foregoing; or (viig) any default or breach by the Seller in any material respect pursuant to under any contract, license or permitpermit held by or for or affecting the Acquired business. Since the date of the Seller Acquired Business Balance Sheet, the Seller has conducted its business the Acquired Business only in the ordinary and usual course, and, without limiting the foregoing, no changes have been made in (ia) executive compensation amounts, or (iib) the manner in which other employees of the Seller Acquired Business, or employees whose principal duties related to the Acquired Business or the Acquired Assets, are compensated, or (iiic) supplemental benefits provided to any such executives or other employees, or (d) inventory amounts levels of the Acquired Business in relation to sales amountslevels, except, in any such eventcase, in the ordinary course of business and, in any eventeven, without material adverse effect on the business, condition (financial or otherwise), operations operations, or prospects of the SellerAcquired Business.

No Material Adverse Change, etc. Since the date of the Seller Acquired Business Balance Sheet, other than as contemplated or caused by this Agreement, there has not been (ia) any material adverse change in the business, condition (financial or otherwise), operations, or prospects of the SellerAcquired Business; (iib) any damage, destruction, destruction or loss, whether covered by insurance or not, having a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the SellerAcquired Business, or materially adversely affecting the Acquired Assets; (iiic) any entry into or termination of any material commitment, contract, agreement or transaction affecting the Acquired Business or the Acquired Assets (including, but not limited towithout limitation, any material borrowing or capital expenditure or sale or other disposition of any material asset or assets) of or involving the Seller, other than this Agreement and agreements executed in the ordinary course of business; (iv) any redemption, repurchase or other acquisition for value of its capital stock by the Seller, or any issuance of capital stock of the Seller or of securities convertible into or rights to acquire any such capital stock or any dividend or distribution declared, set aside or paid on capital stock of the Seller; (vd) any transfer of or right granted pursuant to under any material lease, license, agreement, patent, trademark, trade name or copyright of included among the SellerAcquired Assets; (vie) any sale or other disposition of any asset of the SellerAcquired Business, or any mortgage, pledge or imposition of any lien or other encumbrance on any asset of the Seller, other than Acquired Business or of any corporation included in the ordinary course of businessAcquired Assets, or any agreement relating to any of the foregoing, other than in the ordinary course of business; or (viif) any default or breach by the Seller in any material respect pursuant to under any contract, license or permitpermit held by or for or affecting the Acquired Business. Since the date of the Seller Acquired Business Balance Sheet, the Seller EGI has conducted its business the Acquired Business businesses only in the ordinary and usual course, and, and without limiting the foregoing, no changes have been made in (ia) executive compensation amountslevels, or (iib) the manner in which other employees of the Seller EGI are compensated, or (iiic) supplemental benefits provided to any such executives or other employeesemployees of EGI, or (d) inventory amounts levels of the Acquired Business in relation to sales amountslevels, except, in any such eventcase, in the ordinary course of business and, in any event, without material adverse effect on the business, condition (financial or otherwise), operations operations, or prospects of the SellerAcquired Business.

No Material Adverse Change, etc. Since the date of the Seller Acquired Business Balance Sheet, other than as contemplated or caused by this Agreement, there has not been (ia) any material adverse change in the business, condition (financial or otherwise), operations, or prospects of the SellerAcquired Business; (iib) any damage, destruction, destruction or loss, whether covered by insurance or not, having a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the SellerAcquired Business, or materially adversely affecting the Acquired Assets; (iiic) any entry into or termination of any material commitment, contract, agreement or transaction affecting the Acquired Business or the Acquired Assets (including, but not limited towithout limitation, any material borrowing or capital expenditure or sale or other disposition of any material asset or assets) of or involving the Seller, other than this Agreement and agreements executed in the ordinary course of business; (ivd) any redemption, repurchase or other acquisition for value of its the capital stock by of any corporation included in the Seller, Acquired Assets or any issuance of capital stock of by any corporation included in the Seller Acquired Assets or of securities convertible into or rights to acquire any such capital stock or any dividend or distribution declared, set aside or paid on capital stock of the Sellerstock; (ve) any transfer of or right granted pursuant to under any material lease, license, agreement, patent, trademark, trade name or copyright of included among the SellerAcquired Assets; (vif) any sale or other disposition of any asset of the SellerAcquired Business, or any mortgage, pledge or imposition of any lien or other encumbrance on any asset of the Seller, other than Acquired Business or of any corporation included in the ordinary course of businessAcquired Assets, or any agreement relating to any of the foregoing, other than in the ordinary course of business; or (viig) any default or breach by the Seller in any material respect pursuant to under any contract, license or permitpermit held by or for or affecting the Acquired Business. Since the date of the Seller Acquired Business Balance Sheet, the Seller has conducted its business the Acquired Business businesses only in the ordinary and usual course, and, and without limiting the foregoing, no changes have been made in (ia) executive compensation amountslevels, or (iib) the manner in which other employees of the Seller are compensated, or (iiic) supplemental benefits provided to any such executives or other employeesemployees of the Seller, or (d) inventory amounts levels of the Acquired Business in relation to sales amountslevels, except, in any such eventcase, in the ordinary course of business and, in any event, without material adverse effect on the business, condition (financial or otherwise), operations operations, or prospects of the SellerAcquired Business.

No Material Adverse Change, etc. Since the date of the Seller EYI Balance Sheet, other than as contemplated or caused by this Agreement, there has not been (i) any material adverse change in the business, condition (financial or otherwise), operations, or prospects of the SellerEYI; (ii) any damage, destruction, or loss, whether covered by insurance or not, having a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the SellerEYI; (iii) any entry into or termination of any material commitment, contract, agreement agreement, or transaction (including, but not limited towithout limitation, any material borrowing or capital expenditure or sale or other disposition of any material asset or assets) of or involving the SellerEYI, other than this Agreement and agreements executed in the ordinary course of business; (iv) any redemption, repurchase repurchase, or other acquisition for value of its capital stock by the SellerEYI, or any issuance of capital stock of the Seller EYI or of securities convertible into or rights to acquire any such capital stock or any dividend or distribution declared, set aside aside, or paid on capital stock of the SellerEYI; (v) any transfer of or right granted pursuant to any material lease, license, agreement, patent, trademark, trade name name, or copyright of the SellerEYI; (vi) any sale or other disposition of any asset of the SellerEYI, or any mortgage, pledge pledge, or imposition of any lien or other encumbrance on any asset of the SellerEYI, other than in the ordinary course of business, or any agreement relating to any of the foregoing; or of (vii) any default or breach by the Seller EYI in any material respect pursuant to any contract, license or permit. Since the date of the Seller EYI Balance Sheet, the Seller EYI has conducted its business only in the ordinary and usual course, and, without limiting the foregoing, no changes have been made in (i) executive compensation amounts, (ii) the manner in which other employees of the Seller EYI are compensated, (iii) supplemental benefits provided to any such executives or other employees, or (d) inventory amounts in relation to sales amounts, except, in any such eventcase, in the ordinary course of business and, in any event, without material adverse effect on the business, condition (financial or otherwise), operations operations, or prospects of the SellerEYI.

No Material Adverse Change, etc. Since the date of the Seller Company Balance Sheet, other than as contemplated or caused by this Agreement, there has not been (i) any material adverse change in the business, condition (financial or otherwise), operations, or prospects of the SellerCompany; (ii) any damage, destruction, or loss, whether covered by insurance or not, having a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the SellerCompany; (iii) any entry into or termination of any material commitment, contract, agreement agreement, or transaction (including, but not limited towithout limitation, any material borrowing or capital expenditure or sale or other disposition of any material asset or assets) of or involving the SellerCompany, other than this Agreement and agreements executed in the ordinary course of business; (iv) any redemption, repurchase repurchase, or other acquisition for value of its capital stock by the SellerCompany, or any issuance of capital stock of the Seller Company or of securities convertible into or rights to acquire any such capital stock or any dividend or distribution declared, set aside aside, or paid on capital stock of the SellerCompany; (v) any transfer of or right granted pursuant to under any material lease, license, agreement, patent, trademark, trade name name, or copyright of the SellerCompany; (vi) any sale or other disposition of any asset of the SellerCompany, or any mortgage, pledge pledge, or imposition of any lien or other encumbrance on any asset of the SellerCompany, other than in the ordinary course of business, or any agreement relating to any of the foregoing; or of (vii) any default or breach by the Seller Company in any material respect pursuant to any contract, license or permit. Since the date of the Seller Company Balance Sheet, the Seller Company has conducted its business only in the ordinary and usual course, and, without limiting the foregoing, no changes have been made in (i) executive compensation amounts, (ii) the manner in which other employees of the Seller Company are compensated, (iii) supplemental benefits provided to any such executives or other employees, or (d) inventory amounts in relation to sales amounts, except, in any such eventcase, in the ordinary course of business and, in any event, without material adverse effect on the business, condition (financial or otherwise), operations operations, or prospects of the SellerCompany.

No Material Adverse Change, etc. Since the date of the Seller Acquired Business Balance Sheet, other than as contemplated or caused by this Agreement, there has not been (ia) any material adverse change in the business, condition (financial or otherwise), operations, or prospects of the SellerAcquired Business; (iib) any damage, destruction, destruction or loss, whether covered by insurance or not, having a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the SellerAcquired Business, or materially adversely affecting the Acquired Assets; (iiic) any entry into or termination of any material commitment, contract, agreement or transaction affecting the Acquired Business or the Acquired Assets (including, but not limited towithout limitation, any material borrowing or capital expenditure or sale or other disposition of any material asset or assets) of or involving the Seller, other than this Agreement and agreements executed in the ordinary course of business; (ivd) any redemption, repurchase or other acquisition for value of its the capital stock by of any corporation included in the Seller, Acquired Assets or any issuance of capital stock of by any corporation included in the Seller Acquired Assets or of securities convertible into or rights to acquire any such capital stock or any dividend or distribution declared, set aside or paid on capital stock of the Seller; (ve) any transfer of or right granted pursuant to under any material lease, license, agreement, patent, trademark, trade name or copyright of included among the SellerAcquired Assets; (vif) any sale or other disposition of any asset of the SellerAcquired Business, or any mortgage, pledge or imposition of any lien or other encumbrance on any asset of the Seller, other than Acquired Business or of any corporation included in the ordinary course of businessAcquired Assets, or any agreement relating to any of the foregoing, other than in the ordinary course of business; or (viig) any default or breach by the Seller in any material respect pursuant to under any contract, license or permitpermit held by or for or affecting the Acquired Business. Since the date of the Seller Acquired Business Balance Sheet, Sellers have conducted the Seller has conducted its business Acquired Business only in the ordinary and usual course, and, and without limiting the foregoing, no changes have been made in (ia) executive compensation amountslevels, or (iib) the manner in which other employees of the Seller EAG are compensated, or (iiic) supplemental benefits provided to any such executives or other employeesemployees of EAG, or (d) inventory amounts levels of the Acquired Business in relation to sales amountslevels, except, in any such eventcase, in the ordinary course of business and, in any event, without material adverse effect on the business, condition (financial or otherwise), operations operations, or prospects of the SellerAcquired Business.