Common use of Present Status Clause in Contracts

Present Status. Since the dates reflected on the Financial Statement, except as reflected on Schedule 14(j) attached hereto, M3 has not (i) incurred any material obligations or material liabilities, absolute, accrued, contingent, or otherwise, except current trade payables; (ii) discharged or satisfied any liens or encumbrances, or paid any obligations or liabilities, except current Financial Statement liabilities and current liabilities incurred since the dates reflected on the Financial Statement, in each case, in the ordinary course of business; (iii) declared or made any stockholder payment or distribution or purchased or redeemed any of its securities or agreed to do so; (iv) mortgaged, pledged, or subjected to lien, encumbrance, or charge any of its assets except as shall be removed prior to or at the Effective Date; (v) canceled any debt or claim; (vi) sold or transferred any assets of a material value except sales from inventory in the ordinary course of business; (vii) suffered any damage, destruction, or loss (whether or not covered by insurance) materially affecting its properties, business, or prospects; (viii) waived any rights of a material value; (ix) entered into any transaction other than in the ordinary course of business. Further, since the date reflected on the Financial Statement, except as reflected on Schedule 14(k) attached hereto, there has not been any change in or any event or condition (financial or otherwise) affecting the property, assets, liabilities, operations, or prospects of M3, other than changes in the ordinary course of its business, none of which has (either when taken by itself or taken in conjunction with all other such changes) been materially adverse.

Present Status. Since Subject to the dates reflected on provisions of Section 4.2, --------------- neither NCL nor any of the Financial StatementSubject Companies has, except as reflected on Schedule 14(jsince September 30, 1999 and will not have prior to the Closing Date without the prior written consent of API, which consent shall not be unreasonably withheld or delayed: (a) attached hereto, M3 has not (i) incurred Incurred any material obligations or material liabilities, absolute, accrued, contingent, or otherwiseotherwise and whether due or to become due, except current trade payables; liabilities incurred in the ordinary course of business; (iib) discharged Entered into any agreement obligating it or them to issue any equity securities except as required by the Agreement as extended between NCL and API; (c) Discharged or satisfied any liens or encumbrances, or paid any obligations obligation or liabilitiesliability, except absolute, accrued, contingent, or otherwise and whether due or to become due, other than current Financial Statement liabilities reflected in financial statements and current liabilities incurred since the dates reflected on the Financial StatementSeptember 30, 1999, in each case, in the ordinary course of business; ; (iiid) declared Declared or made any stockholder payment or distribution to its stockholders or purchased or redeemed redeemed, or obligated itself to purchase or redeem, any of its securities shares of common stock or agreed to do so; other securities; (ive) mortgagedMortgaged, pledged, or subjected to lien, encumbranceor any other encumbrances or charges, or charge any of its assets except as shall be removed prior to assets, tangible or at the Effective Date; intangible; (vf) Sold or transferred any of its material assets, or canceled any material debt or claim; ; (vig) sold or transferred Suffered any assets of a material value except sales from inventory in the ordinary course of business; (vii) suffered any damage, destruction, or loss (whether or not covered by insurance) materially affecting its properties, business, their properties or prospects; (viii) waived any rights of a material substantial value; or (ixh) Except with respect to this Agreement, entered into any transaction regarding the sale, lease or encumbrance of any asset or the settlement of any obligation, or entered into any other material transaction other than in the ordinary course of business. Further, since the date reflected on the Financial Statement, except as reflected on Schedule 14(k) attached hereto, there has not been any change in or any event or condition (financial or otherwise) affecting the property, assets, liabilities, operations, or prospects of M3, other than changes in the ordinary course of its business, none of which has (either when taken by itself or taken in conjunction with all other such changes) been materially adverse.

Present Status. Since the dates date reflected on the Financial Statement, except as reflected on Schedule 14(j13(j) attached hereto, M3 San West has not (i) incurred any material obligations or material liabilities, absolute, accrued, contingent, or otherwise, except current trade payables; (ii) discharged or satisfied any liens or encumbrances, or paid any obligations or liabilities, except current Financial Statement liabilities and current liabilities incurred since the dates reflected on the Financial Statement, in each case, in the ordinary course of business; (iii) declared or made any stockholder payment or distribution or purchased or redeemed any of its securities or agreed to do so; (iv) mortgaged, pledged, or subjected to lien, encumbrance, or charge any of its assets except as shall be removed prior to or at the Effective Date; (v) canceled any debt or claim; (vi) sold or transferred any assets of a material value except sales from inventory in the ordinary course of business; (vii) suffered any damage, destruction, or loss (whether or not covered by insurance) materially affecting its properties, business, or prospects; (viii) waived any rights of a material value; (ix) entered into any transaction other than in the ordinary course of business. Further, since the date reflected on the Financial Statement, except as reflected on Schedule 14(k13(k) attached hereto, there has not been any change in or any event or condition (financial or otherwise) affecting the property, assets, liabilities, operations, or prospects of M3San West, other than changes in the ordinary course of its business, none of which has (either when taken by itself or taken in conjunction with all other such changes) been materially adverse.

Present Status. Since the dates reflected on the Financial StatementStatement (the “Financial Statement Date”), except as reflected on Schedule 14(j) attached hereto, M3 the Company has not (i) incurred any material obligations or material liabilities, absolute, accrued, contingent, or otherwise, except current trade payables; (ii) discharged or satisfied any liens or encumbrances, or paid any obligations or liabilities, except current Financial Statement liabilities and current liabilities incurred since the dates reflected on the Financial Statement, in each case, in the ordinary course of business; (iii) declared or made any stockholder Shareholder payment or distribution or purchased or redeemed any of its securities or agreed to do so; (iv) mortgaged, pledged, or subjected to lien, encumbrance, or charge any of its assets except as shall be removed prior to or at the Effective Closing Date; (v) canceled any debt or claim; (vi) sold or transferred any assets of a material value except sales from inventory in the ordinary course of business; (vii) suffered any damage, destruction, or loss (whether or not covered by insurance) materially affecting its properties, business, or prospects; (viii) waived any rights of a material value; (ixiv) entered into any transaction other than in the ordinary course of business. Further, since the date dates reflected on the Financial Statement, except as reflected on Schedule 14(k) attached hereto, there has not been any change in or any event or condition (financial or otherwise) affecting the property, assets, liabilities, operations, or prospects of M3the Company, other than changes in the ordinary course of its business, none of which has (either when taken by itself or taken in conjunction with all other such changes) been materially adverse.

Present Status. Since the dates reflected on the Financial Statement, except as reflected on Schedule 14(j12(j) attached hereto, M3 TRQ has not (i) incurred any material obligations or material liabilities, absolute, accrued, contingent, or otherwise, except current trade payables; (ii) discharged or satisfied any liens or encumbrances, or paid any obligations or liabilities, except current Financial Statement liabilities and current liabilities incurred since the dates reflected on the Financial Statement, in each case, in the ordinary course of business; (iii) declared or made any stockholder payment or distribution or purchased or redeemed any of its securities or agreed to do so; (iv) mortgaged, pledged, or subjected to lien, encumbrance, or charge any of its assets except as shall be removed prior to or at the Effective Date; (v) canceled any debt or claim; (vi) sold or transferred any assets of a material value except sales from inventory in the ordinary course of business; (vii) suffered any damage, destruction, or loss (whether or not covered by insurance) materially affecting its properties, business, or prospects; (viii) waived any rights of a material value; (ix) entered into any transaction other than in the ordinary course of business. Further, since the date dates reflected on the Financial Statement, except as reflected on Schedule 14(k12(k) attached hereto, there has not been any change in or any event or condition (financial or otherwise) affecting the property, assets, liabilities, operations, or prospects of M3TRQ, other than changes in the ordinary course of its business, none of which has (either when taken by itself or taken in conjunction with all other such changes) been materially adverse.

Present Status. Since Subject to the dates reflected terms of Section 3.4, the Company has not, since June 30, 1998 and will not prior to the Closing Date without the prior written consent of HVI which consent shall not be unreasonably withheld, delayed, and shall be based in part on HVI's judgment relative to the Financial Statement, except best interests of the Company's stockholders as reflected on Schedule 14(ja whole. (a) attached hereto, M3 has not (i) incurred Incurred any material obligations or material liabilities, absolute, accrued, contingent, or otherwiseotherwise and whether due or to become due, except current trade payables; liabilities incurred in the ordinary course of business; (iib) discharged Enter into any agreement obligating it to issue any equity securities except as required by this Agreement. (c) Discharged or satisfied any liens or encumbrances, or paid any obligations obligation or liabilitiesliability, except absolute, accrued, contingent, or otherwise and whether due or to become due, other than current liabilities reflected on the Financial Statement liabilities Statements and current liabilities incurred since the dates reflected close of business on the date of the Financial StatementStatements, in each case, in the ordinary course of business; ; (iiid) declared Declared or made any stockholder payment or distribution to its stockholders or purchased or redeemed redeemed, or obligated itself to purchase or redeem, any of its shares of Common Stock or other securities or agreed except with respect to do so; its Series A Preferred Stock and except as may be required by is 9 % Convertible Debentures; (ive) Voluntarily mortgaged, pledged, or subjected to lien, encumbranceor any other encumbrances or charges, or charge any of its assets except as shall be removed prior to assets, tangible or at the Effective Date; intangible; (vf) Sold or transferred any of its material assets, or canceled any material debt or claim; ; (vig) sold or transferred Suffered any assets of a material value except sales from inventory in the ordinary course of business; (vii) suffered any damage, destruction, or loss (whether or not covered by insurance) materially affecting its properties, businessthe properties of the Company, or prospects; (viii) waived any rights of a material substantial value; ; (ixh) entered Except with respect to this Agreement, any transaction regarding the sale, lease or encumbrance of any asset, the settlement of any obligation or enter into any other material transaction other than in the ordinary course of business. Further, since the date reflected on the Financial Statement, except as reflected on Schedule 14(k) attached hereto, there has not been any change in or any event or condition (financial or otherwise) affecting the property, assets, liabilities, operations, or prospects of M3, other than changes in the ordinary course of its business, none of which has (either when taken by itself or taken in conjunction with all other such changes) been materially adverse.

Present Status. Since the dates reflected on the Financial StatementStatements ( the “Financial Statement Date”), except as reflected on Schedule 14(j) attached hereto, M3 the Company has not (i) incurred any material obligations or material liabilities, absolute, accrued, contingent, or otherwise, except current trade payables; (ii) discharged or satisfied any liens or encumbrances, or paid any obligations or liabilities, except current Financial Statement liabilities and current liabilities incurred since the dates reflected on the Financial Statement, in each case, in the ordinary course of business; (iii) declared or made any stockholder Unitholder payment or distribution or purchased or redeemed any of its securities or agreed to do so; (iv) mortgaged, pledged, or subjected to lien, encumbrance, or charge any of its assets except as shall be removed prior to or at the Effective Closing Date; (v) canceled any debt or claim; (vi) sold or transferred any assets of a material value except sales from inventory in the ordinary course of business; (vii) suffered any damage, destruction, or loss (whether or not covered by insurance) materially affecting its properties, business, or prospects; (viii) waived any rights of a material value; (ix) entered into any transaction other than in the ordinary course of business. Further, since the date dates reflected on the Financial Statement, except as reflected on Schedule 14(k) attached hereto, there has not been any change in or any event or condition (financial or otherwise) affecting the property, assets, liabilities, operations, or prospects of M3the Company, other than changes in the ordinary course of its business, none of which has (either when taken by itself or taken in conjunction with all other such changes) been materially adverse.

Present Status. Since Neither API nor API(T) has, since September --------------- 30, 1999 and will not have prior to the dates reflected on Closing Date without the Financial Statementprior written consent of NCL, except as reflected on Schedule 14(jwhich consent shall not be unreasonably withheld or delayed: (a) attached hereto, M3 has not (i) incurred Incurred any material obligations or material liabilities, absolute, accrued, contingent, or otherwiseotherwise and whether due or to become due, except current trade payables; liabilities incurred in the ordinary course of business; (iib) discharged Entered into any agreement obligating it or them to issue any equity securities except as required by the Agreement as extended between NCL and API; (c) Discharged or satisfied any liens or encumbrances, or paid any obligations obligation or liabilitiesliability, except absolute, accrued, contingent, or otherwise and whether due or to become due, other than current Financial Statement liabilities reflected in financial statements and current liabilities incurred since the dates reflected on the Financial StatementSeptember 30, 1999, in each case, in the ordinary course of business; ; (iiid) declared Declared or made any stockholder payment or distribution to its stockholders or purchased or redeemed redeemed, or obligated itself to purchase or redeem, any of its securities shares of common stock or agreed to do so; other securities; (ive) mortgagedMortgaged, pledged, or subjected to lien, encumbranceor any other encumbrances or charges, or charge any of its assets except as shall be removed prior to assets, tangible or at the Effective Date; intangible; (vf) Sold or transferred any of its material assets, or canceled any material debt or claim; ; (vig) sold or transferred Suffered any assets of a material value except sales from inventory in the ordinary course of business; (vii) suffered any damage, destruction, or loss (whether or not covered by insurance) materially affecting its properties, business, their properties or prospects; (viii) waived any rights of a material substantial value; or (ixh) Except with respect to this Agreement, entered into any transaction regarding the sale, lease or encumbrance of any asset or the settlement of any obligation, or entered into any other material transaction other than in the ordinary course of business. Further, since the date reflected on the Financial Statement, except as reflected on Schedule 14(k) attached hereto, there has not been any change in or any event or condition (financial or otherwise) affecting the property, assets, liabilities, operations, or prospects of M3, other than changes in the ordinary course of its business, none of which has (either when taken by itself or taken in conjunction with all other such changes) been materially adverse.

Present Status. Since Except as disclosed in Schedule 20(k) --------------- --------------- attached hereto, since the dates reflected on the Financial StatementStatements, except as reflected on Schedule 14(j) attached hereto, M3 CCI has not (i) incurred any material obligations or material liabilities, absolute, accrued, contingent, or otherwise, except current trade payables; (ii) discharged or satisfied any liens or encumbrances, or paid any obligations or liabilities, except current Financial Statement Statements liabilities and current liabilities incurred since the dates reflected on the Financial StatementStatements, in each case, in the ordinary course of business; (iii) declared or made any stockholder shareholder payment or distribution or purchased or redeemed any of its securities or agreed to do so; (iv) mortgaged, pledged, or subjected to lien, encumbrance, or charge any of its material assets except as shall be removed prior to or at the Effective Date; (v) canceled any material debt or claim; (vi) sold or transferred any assets of a material value except sales from inventory in the ordinary course of business; (vii) suffered any damage, destruction, or loss (whether or not covered by insurance) materially affecting its properties, business, or prospects; (viii) waived any rights of a material value; (ix) entered into any transaction other than in the ordinary course of business. Further, since the date reflected on the Financial Statement, except as reflected on disclosed in Schedule 14(k20(k) attached hereto, since the Financial Statement Date, there has not been any change in or any event or condition (financial or otherwise) affecting the property, assets, liabilities, operations, or prospects of M3CCI, other than changes in the ordinary course of its business, none of which has (either when taken by itself or taken in conjunction with all other such changes) been materially adverse.

Present Status. Since the dates date reflected on the Financial Statement, except as reflected on Schedule 14(j11(k) attached hereto, M3 ▇▇▇▇ has not (i) incurred any material obligations or material liabilities, absolute, accrued, contingent, or otherwise, except current trade payables; (ii) discharged or satisfied any liens or encumbrances, or paid any obligations or liabilities, except current Financial Statement liabilities and current liabilities incurred since the dates reflected on the Financial Statement, in each case, in the ordinary course of business; (iii) declared or made any stockholder payment or distribution or purchased or redeemed any of its securities or agreed to do so; (iv) mortgaged, pledged, or subjected to lien, encumbrance, or charge any of its assets except as shall be removed prior to or at the Effective Date; (v) canceled any debt or claim; (vi) sold or transferred any assets of a material value except sales from inventory in the ordinary course of business; (vii) suffered any damage, destruction, or loss (whether or not covered by insurance) materially affecting its properties, business, or prospects; (viii) waived any rights of a material value; (ix) entered into any transaction other than in the ordinary course of business. Further, since the date reflected on the Financial Statement, except as reflected on Schedule 14(k11(k) attached hereto, there has not been any change in or any event or condition (financial or otherwise) affecting the property, assets, liabilities, operations, or prospects of M3▇▇▇▇, other than changes in the ordinary course of its business, none of which has (either when taken by itself or taken in conjunction with all other such changes) been materially adverse.

Present Status. Since the dates reflected on the Financial --------------- Statement, Sartam has not, except as reflected on Schedule 14(j) attached hereto, M3 has not disclosed elsewhere herein (i) incurred any material obligations or material liabilities, absolute, accrued, contingent, or otherwise, except current trade payables; (ii) discharged or satisfied any liens or encumbrances, or paid any obligations or liabilities, except current Financial Statement liabilities and current liabilities incurred since the dates reflected on the Financial Statement, in each case, in the ordinary course of business; (iii) declared or made any stockholder payment or distribution or purchased or redeemed any of its securities or agreed to do so; (iv) mortgaged, pledged, or subjected to lien, encumbrance, or charge any of its assets except as shall be removed prior to or at the Effective DateClosing; (v) canceled any material debt or claim; (vi) sold or transferred any assets of a material value except sales from inventory in the ordinary course of business; (vii) suffered any damage, destruction, or loss (whether or not covered by insurance) materially affecting its properties, business, or prospects; (viii) waived any rights of a material value; (ix) entered into any transaction other than in the ordinary course of business. Further, since the date dates reflected on the Financial Statement, except as reflected on Schedule 14(k) attached hereto, there has not been any change in or any event or condition (financial or otherwise) affecting the property, assets, liabilities, operations, or prospects of M3Sartam, other than changes in the ordinary course of its businessBusiness, none of which has (either when taken by itself or taken in conjunction with all other such changes) been materially adverse.

Present Status. Since Other than as described herein or in the dates reflected on the Financial Statement, except as reflected on Schedule 14(j) Schedules attached hereto, M3 TouchSource has not not, since June 30, 1997: (ia) incurred Incurred any material obligations or material liabilities, absolute, accrued, contingent, or otherwiseotherwise and whether due or to become due, except current trade payables; liabilities incurred in the ordinary course of business, none of which materially adversely affects the business or prospects of TouchSource; (iib) discharged Discharged or satisfied any material liens or encumbrances, or paid any obligations material obligation or liabilitiesliability, except absolute, accrued, contingent, or otherwise and whether due or to become due, other than (i) current liabilities shown on the TouchSource Financial Statement liabilities Statements and current liabilities incurred since the dates reflected close of business on the date of the TouchSource Financial StatementStatements, in each case, in the ordinary course of business; business and (iiiii) declared expenses incurred in connection with the transactions contemplated by this Agreement (including, without limitation, reasonable attorney fees and costs); (c) Declared or made any stockholder payment or distribution to its stockholders or purchased or redeemed redeemed, or obligated itself to purchase or redeem, any of its securities shares of Common Stock or agreed to do so; other securities; (ivd) mortgagedMortgaged, pledged, or subjected to lien, encumbranceor any other encumbrances or charges, any of its assets, tangible or charge intangible; (e) Sold or transferred any of its assets except as shall be removed prior to for inventory sold in the ordinary course of business or at the Effective Date; (v) canceled any debt or claim; ; (vif) sold or transferred any assets of a material value except sales from inventory in the ordinary course of business; (vii) suffered Suffered any damage, destruction, or loss (whether or not covered by insurance) materially affecting its the properties, licenses, business, or prospects; (viii) prospects of TouchSource, or waived any rights of a material value; ; (ixg) Except with respect to this Agreement, entered into any material transaction other than in the ordinary course of business. Further, since the date reflected on the Financial Statement, except as reflected on Schedule 14(k) attached hereto, there has not been any change in or any event or condition (financial or otherwise) affecting the property, assets, liabilities, operations, or prospects of M3, other than changes in the ordinary course of its business, none of which has (either when taken by itself or taken in conjunction with all other such changes) been materially adverse.;

Present Status. Since the dates date reflected on the Financial Statement, except as reflected on Schedule 14(j11(j) attached hereto, M3 688239 B.C. has not (i) incurred any material obligations or material liabilities, absolute, accrued, contingent, or otherwise, except current trade payables; (ii) discharged or satisfied any liens or encumbrances, or paid any obligations or liabilities, except current Financial Statement liabilities and current liabilities incurred since the dates reflected on the Financial Statement, in each case, in the ordinary course of business; (iii) declared or made any stockholder payment or distribution or purchased or redeemed any of its securities or agreed to do so; (iv) mortgaged, pledged, or subjected to lien, encumbrance, or charge any of its assets except as shall be removed prior to or at the Effective Date; (v) canceled any debt or claim; (vi) sold or transferred any assets of a material value except sales from inventory in the ordinary course of business; (vii) suffered any damage, destruction, or loss (whether or not covered by insurance) materially affecting its properties, business, or prospects; (viii) waived any rights of a material value; (ix) entered into any transaction other than in the ordinary course of business. Further, since the date reflected on the Financial Statement, except as reflected on Schedule 14(k11(k) attached hereto, there has not been any change in or any event or condition (financial or otherwise) affecting the property, assets, liabilities, operations, or prospects of M3688239 B.C., other than changes in the ordinary course of its business, none of which has (either when taken by itself or taken in conjunction with all other such changes) been materially adverse. Provided, however, notwithstanding anything herein contained to the contrary, the land and building currently described in the assets listed in the Financial Statement attached in Schedule 11(j) shall not be included in the assets of 688239 B.C. at the Effective Date of the Merger.

Present Status. Since Other than as described herein or in the dates reflected on the Financial Statement, except as reflected on Schedule 14(j) Schedules attached hereto, M3 HVI has not not, since May 31, 1997: (ia) incurred Incurred any material obligations or material liabilities, absolute, accrued, contingent, or otherwiseotherwise and whether due or to become due, except current trade payables; liabilities incurred in the ordinary course of business, none of which materially adversely affects the business or prospects of HVI; (iib) discharged Discharged or satisfied any material liens or encumbrances, or paid any obligations material obligation or liabilitiesliability, except absolute, accrued, contingent, or otherwise and whether due or to become due, other than (i) current liabilities shown on the HVI Financial Statement liabilities Statements and current liabilities incurred since the dates reflected close of business on the date of the HVI Financial StatementStatements, in each case, in the ordinary course of business; business and (iiiii) declared expenses incurred in connection with the transactions contemplated by this Agreement (including, without limitation, reasonable attorney fees and costs); (c) Declared or made any stockholder payment or distribution to its stockholders or purchased or redeemed redeemed, or obligated itself to purchase or redeem, any of its securities shares of Common and Preferred Stock or agreed to do so; other securities; (ivd) mortgagedMortgaged, pledged, or subjected to lien, encumbranceor any other encumbrances or charges, any of its assets, tangible or charge intangible; (e) Sold or transferred any of its assets except as shall be removed prior to for inventory sold in the ordinary course of business or at the Effective Date; (v) canceled any debt or claim; ; (vif) sold or transferred any assets of a material value except sales from inventory in the ordinary course of business; (vii) suffered Suffered any damage, destruction, or loss (whether or not covered by insurance) materially affecting its the properties, licenses, business, or prospects; (viii) prospects of HVI, or waived any rights of a material value; ; (ixg) Except with respect to this Agreement, entered into any material transaction other than in the ordinary course of business. Further, since the date reflected on the Financial Statement, except as reflected on Schedule 14(k) attached hereto, there has not been any change in or any event or condition (financial or otherwise) affecting the property, assets, liabilities, operations, or prospects of M3, other than changes in the ordinary course of its business, none of which has (either when taken by itself or taken in conjunction with all other such changes) been materially adverse.;