Common use of Recent Developments Clause in Contracts

Recent Developments. (a) Except as set forth in Section 2.10 of the Seller Disclosure Schedule, since the Most Recent Balance Sheet Date, there has been no change, event or circumstance that, individually or in the aggregate with all other changes, events or circumstances, has caused any Material Adverse Effect. (b) Since the Most Recent Balance Sheet Date, the Company and each Subsidiary: (i) has conducted the Subject Business only in the ordinary course and in substantially the same manner as conducted at the date hereof; (ii) has used its commercially reasonable efforts to preserve its business organization intact and to retain the services of its present officers, key employees and representatives; and (iii) used its commercially reasonable efforts to preserve its relationships with its employees, customers, suppliers and others having business relations with it. (c) Since the Most Recent Balance Sheet Date, except as set forth in Section 2.10 of the Seller Disclosure Schedule, neither the Company nor any Subsidiary has: (i) authorized the issuance of, issued or permitted any change in, its share capital; (ii) permitted any of its assets to be subjected to any Lien other then Permitted Liens; (iii) sold, transferred or otherwise disposed of any material assets except in the ordinary course of business and consistent with past practice; (iv) made any capital expenditure or commitment therefore in excess of AUS $25,000; (v) except as expressly permitted by Article IV (and as disclosed in Section 4.1 of the Seller Disclosure Schedule), declared or paid any dividend or distribution in respect of its share capital or redeemed or repurchased any shares; (vi) increased its indebtedness for borrowed money except in the ordinary course of business and consistent with past practices; (vii) made any loan to any Person (other than intercompany loans and advances to employees for normal travel and entertainment expenses in a manner consistent with its past practices); (viii) entered into, amended or terminated any material contract to which it is a party except in the ordinary course of business and consistent with past practices; (ix) written off as uncollectible any notes or accounts receivable; (x) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any employees other than in the ordinary course of business and consistent with past practices; (xi) adopted a new Employee Benefit Plan or terminated or amended any existing Employee Benefit Plan; (xii) made any change in any method of accounting or auditing practice; or (xiii) agreed, whether or not in writing, to do any of the foregoing.

Recent Developments. (a) Except as set forth in on Schedule 3.21 or as expressly permitted under Section 2.10 of 7.1 after the Seller Disclosure Scheduledate hereof, since May 27, 2007, the Most Recent Balance Sheet Date, there has been no change, event or circumstance that, individually or CAG Parties and the CTG Companies and their Subsidiaries have conducted the CTG Business only in the aggregate Ordinary Course of Business and have not, with all other changes, events respect to the CTG Business or circumstances, has caused the CTG Business Assets: (a) suffered any CTG Material Adverse Effect.; (b) Since mortgaged, pledged or subjected to any Encumbrance, any of the Most Recent Balance Sheet DateCTG Business Assets, the Company and each Subsidiary: (i) has conducted the Subject Business only except in the ordinary course and in substantially the same manner as conducted at the date hereof; (ii) has used its commercially reasonable efforts to preserve its business organization intact and to retain the services Ordinary Course of its present officers, key employees and representatives; and (iii) used its commercially reasonable efforts to preserve its relationships with its employees, customers, suppliers and others having business relations with it.Business; (c) Since the Most Recent Balance Sheet Date, except as set forth in Section 2.10 of the Seller Disclosure Schedule, neither the Company nor any Subsidiary has: (i) authorized the issuance of, issued or permitted any change in, its share capital; (ii) permitted any of its assets to be subjected to any Lien other then Permitted Liens; (iii) sold, transferred transferred, leased to others or otherwise disposed of any material assets of property, business or assets, tangible or intangible, of the CTG Business, except for inventory sold in the ordinary course Ordinary Course of business Business; (d) received any notice of termination of any CTG Business Material Contract or suffered any material damage, destruction or loss (whether or not covered by insurance); (e) transferred or granted any material rights under, or entered into any settlement regarding the breach or infringement of, any CTG Intellectual Property Assets used in the CTG Business, or knowingly modified any existing material rights with respect thereto; (f) except as set forth on Schedule 3.21(f), and consistent except pursuant to normal performance reviews and in connection with past practice; promotions or increases in responsibilities, made any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or paid or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of, any CTG Business Employee or any independent sales representative, distributor or agent employed or engaged with respect to the CTG Business; (ivg) encountered any labor union organizing activity, had any actual or threatened employee strikes, stoppages, slowdowns or lockouts, or had any material adverse change in its relations with its employees, agents, customers or suppliers as a group (h) made any capital expenditure expenditures or commitment therefore capital additions or improvements in respect of a single project in excess of AUS an aggregate of $25,000500,000; or (vi) except as expressly permitted by Article IV (and as disclosed in Section 4.1 of the Seller Disclosure Schedule), declared taken any action or paid omitted to take any dividend or distribution in respect of its share capital or redeemed or repurchased any shares; (vi) increased its indebtedness for borrowed money except action that would result in the ordinary course occurrence of business and consistent with past practices; (vii) made any loan to any Person (other than intercompany loans and advances to employees for normal travel and entertainment expenses in a manner consistent with its past practices); (viii) entered into, amended or terminated any material contract to which it is a party except in the ordinary course of business and consistent with past practices; (ix) written off as uncollectible any notes or accounts receivable; (x) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any employees other than in the ordinary course of business and consistent with past practices; (xi) adopted a new Employee Benefit Plan or terminated or amended any existing Employee Benefit Plan; (xii) made any change in any method of accounting or auditing practice; or (xiii) agreed, whether or not in writing, to do any of the foregoing.

Recent Developments. (a) Except as set forth in Section 2.10 of the Seller Disclosure Schedule, since the Most Recent Balance Sheet Date, there has been no change, event or circumstance that, individually or in the aggregate with all other changes, events or circumstances, has caused any Material Adverse Effect. (b) Since the Most Recent Balance Sheet Date, the Company and each Subsidiary: : (i) has conducted the Subject Business only in the ordinary course and in substantially the same manner as conducted at the date hereof; (ii) has used its commercially reasonable efforts to preserve its business organization intact and to retain the services of its present officers, key employees and representatives; and (iii) used its commercially reasonable efforts to preserve its relationships with its employees, customers, suppliers and others having business relations with it. (c) Since the Most Recent Balance Sheet Date, except as set forth in Section 2.10 of the Seller Disclosure Schedule, neither the Company nor any Subsidiary has: (i) authorized the issuance of, issued or permitted any change in, its share capital; (ii) permitted any of its assets to be subjected to any Lien other then Permitted Liens; (iii) sold, transferred or otherwise disposed of any material assets except in the ordinary course of business and consistent with past practice; (iv) made any capital expenditure or commitment therefore in excess of AUS $25,000; (v) except as expressly permitted by Article IV (and as disclosed in Section 4.1 of the Seller Disclosure Schedule), declared or paid any dividend or distribution in respect of its share capital or redeemed or repurchased any shares; (vi) increased its indebtedness for borrowed money except in the ordinary course of business and consistent with past practices; (vii) made any loan to any Person (other than intercompany loans and advances to employees for normal travel and entertainment expenses in a manner consistent with its past practices); (viii) entered into, amended or terminated any material contract to which it is a party except in the ordinary course of business and consistent with past practices; (ix) written off as uncollectible any notes or accounts receivable; (x) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any employees other than in the ordinary course of business and consistent with past practices; (xi) adopted a new Employee Benefit Plan or terminated or amended any existing Employee Benefit Plan; (xii) made any change in any method of accounting or auditing practice; or (xiii) agreed, whether or not in writing, to do any of the foregoing.