Common use of Recent Events Clause in Contracts

Recent Events. Since December 31, 2007, except as disclosed in any SEC Report, there has not been: (a) any change in the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of any Borrower, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) any resignation or termination of any officer, key employee or group of employees of any Borrower; (c) any material change, except in the ordinary course of business, in the contingent obligations of any Borrower by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by any Borrower of a valuable right or of a material debt owed to it; (f) any direct or indirect loans made by any Borrower to any stockholder, employee, officer or director of any Borrower, other than advances made in the ordinary course of business; (g) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder of any Borrower; (h) any declaration or payment of any dividend or other distribution of the assets of any Borrower; (i) any labor organization activity related to any Borrower; (j) any debt, obligation or liability incurred, assumed or guaranteed by any Borrower, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets owned by any Borrower; (l) any change in any material agreement to which any Borrower is a party or by which it is bound which either individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (m) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (n) any arrangement or commitment by any Borrower to do any of the acts described in subsection (a) through (m) above.

Recent Events. 9.1 Since December 31, 2007, except as disclosed in any SEC Report, there has not beenthe 2015 Accounts Date: (a) any change each of the Group Companies has operated its business in the businessordinary course consistent with its past practice and without having entered into any material transaction, assets, liabilities, condition (financial assumed any material liability or otherwise), properties, operations or prospects of made any Borrower, material payment which individually or is not in the aggregate has had, ordinary course of its business or could reasonably be expected to have, individually suffered any material adverse interruption or alteration in the aggregatenature, a Material Adverse Effectscope or manner of its business; (b) any resignation or termination each of any officer, key employee or group of employees of any Borrowerthe Group Companies used its reasonable best efforts to preserve its business; (c) no Group Company has engaged in any material changenew line of business or entered into any agreement, transaction or activity or made any commitment except those in the ordinary course of business, in the contingent obligations of any Borrower by way of guaranty, endorsement, indemnity, warranty or otherwisebusiness consistent with past practice; (d) there has not been any damage, destruction material adverse effect or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or any material change in the aggregate, a Material Adverse Effectway the Group conducts its business; (e) there has been no material adverse change in the financial position or turnover of the Group taken as a whole; (f) there has been no declaration, set aside or payment or other dividend or distribution in respect of any waiver equity securities of any Group Company, or any issuance, transfer, redemption, purchase or acquisition of any equity securities by any Borrower Group Company; (g) there has been no waiver, termination, cancellation, settlement or compromise of a material valuable right or of a material debt owed to itor claim by or of any Group Company; (fh) any direct there has been no incurrence, creation, assumption, repayment, satisfaction, or indirect loans made by any Borrower to any stockholder, employee, officer or director discharge of any Borrowermaterial lien, indebtedness or guarantee, or the making of any loan or advance (other than advances made in the ordinary course of business consistent with its past practice), or the making of any investment or capital contribution in the ordinary course of business; (gi) there has been no change in any remuneration, benefit or compensation arrangement with any employee of any Group Company (other than in the ordinary course of business consistent with past practice), or adoption of any new employee benefit plan, or made any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder of any Borrower; (h) any declaration or payment of any dividend or other distribution of the assets of any Borrower; (i) any labor organization activity related to any Borroweremployee benefit plan; (j) there has not been any debtcommencement or settlement of any material action; (k) there has not been any resignation or termination of any key employee of any Group Company; (l) there has not been any purchase, obligation acquisition, sale, lease, Disposal of or liability incurredother transfer of any property, assumed assets (including Knowhow) that are individually or guaranteed by any Borrowerin the aggregate material to its business, except those for immaterial amounts and for current liabilities incurred whether tangible or intangible, other than the purchase or sale of inventory in the ordinary course of business; business consistent with its past practice, and no acquisition (kby merger, consolidation or other combination, or acquisition of stock or assets, or otherwise) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets business or other intangible assets owned by any Borrower; (l) any change in any material agreement to which any Borrower is a party person or by which it is bound which either individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectdivision thereof; (m) any other event or condition there has been no Disposal of any character thatasset (including stock) or supply of any service or business facility of any kind (including a loan of money or the letting, either individually hiring or licensing of any property whether tangible or intangible) in circumstances where the consideration actually received or receivable for such Disposal or supply was less than the consideration which could be deemed to have been received for tax purposes; (n) no resolution of any member of the Group in general meeting has been passed other than resolutions relating to the business of an annual general meeting which was not special business; (o) no event has occurred which gives rise to a tax liability to any members of the Group or deemed (as opposed to actual) income, profits or gains or which results in the aggregaterelevant company becoming liable to pay or bear a tax liability directly or primarily chargeable against or attributable to another person, firm or company; (p) each Group Company has hadpaid its creditors within the time agreed with such creditors and there are no debts outstanding by any Group Company which have been due for more than 6 months; (q) none of the Group Companies has entered into, or could reasonably agreed to enter into, any capital commitments which is more than HK$500,000; (r) no share or loan capital has been issued or agreed to be expected issued by any member of the Group; (s) no distribution of capital or income has been declared, made or paid in respect of any share capital of any of the Group Companies and no loan or loan capital of any member of the Group has been repaid in whole or part or has become liable to have, individually be repaid; (t) no unusual trade discounts or other special terms have been incorporated into any contract entered by any of the Group Companies inconsistent with the previous practice of the relevant Group Company; (u) no event has occurred which would entitle any third party (with or without the giving of notice) to call for the repayment of indebtedness prior to its normal maturity date; (v) its business has been carried on as a going concern in the aggregateordinary and usual course of business, a Material Adverse Effectwithout any interruption or alteration in its nature, scope or manner; and (w) the business has not been materially and adversely affected by the loss of any important customer or source of supply and there are no facts or circumstances which are likely to give rise to any such effects. 9.2 No one is entitled to receive from any Group Company any finder’s fee, brokerage, or other commission in connection with the sale and purchase of the Sale Shares. 9.3 The acquisition of Sale Shares by the Purchaser and compliance with the terms of this Agreement will not: (a) cause any Group Company to lose the benefit of any right or privilege it presently enjoys or cause any person who normally does business with the Group not to continue to do so on the same basis as previously; (b) relieve any person of any obligation to the Group (whether contractual or otherwise) or enable any person to terminate any such obligation or any right or benefit enjoyed by the Group or to exercise any right whether under an agreement with or otherwise in respect of any of them; (c) result in any present or future indebtedness of the Group becoming due or capable of being declared due and payable prior to its stated maturity; (d) give rise to or cause to become exercisable any right of pre-emption; or (ne) any arrangement adversely affect the Group’s relationships with its clients, customers, suppliers or commitment by any Borrower to do any of the acts described in subsection (a) through (m) aboveemployees.

Recent Events. Since December March 31, 20072000, Seller's Corporation has not experienced or suffered any Material Adverse Effect. Without limiting the generality of the foregoing, except as disclosed in any SEC Reportreflected on the Most Recent Financial Statements or Schedule 3.10 of the Shareholders Disclosure Schedule, there since March 31, 2000, Seller's Corporation has not beennot: (a) sold, leased, transferred or assigned any change of their assets, tangible or intangible, other than in the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects Ordinary Course of any Borrower, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectBusiness; (b) accelerated, terminated, modified, canceled or committed any resignation or termination breach of any officer, key employee or group of employees of any BorrowerContract; (c) canceled, compromised, waived, or released any material change, except in right or claim (or series of related rights and claims) outside the ordinary course Ordinary Course of business, in the contingent obligations of any Borrower by way of guaranty, endorsement, indemnity, warranty or otherwiseBusiness; (d) granted any license or sublicense of any rights under or with respect to any Intellectual Property outside the Ordinary Course of Business; (e) experienced any damage, destruction destruction, or loss, loss (whether or not covered by insurance, has had, ) to any of its properties or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; assets (e) any waiver other than ordinary wear and tear not caused by any Borrower of a valuable right or of a material debt owed to itneglect); (f) incurred any direct Indebtedness for borrowed money or indirect loans made by created or suffered to exist any Borrower to Security Interest upon any stockholder, employee, officer or director of any Borrower, other than advances made in the ordinary course of businessits assets; (g) any material change changed the manner in any compensation arrangement which the Business has been conducted, including, without limitation, collection of accounts receivable or agreement with any employee, officer, director or stockholder payment of any Borroweraccounts payable; (h) changed the accounting principles, methods or practices or any declaration change in the depreciation or payment of any dividend amortization policies or other distribution of the assets of any Borrowerrates; (i) changed the relationships with any labor organization activity related customer, supplier, contractors or agents which might reasonably be expected to have a Material Adverse Effect on any of its assets, the Business or the prospects of the Buyer with respect to any Borrowerof the foregoing; (j) issued, sold, or otherwise disposed of any debtof its Stock, obligation or liability incurredgranted any options, assumed warrants, or guaranteed by other rights to purchase or obtain (including upon conversion or exercise) any Borrowerof its Stock, except those for immaterial amounts and for current liabilities incurred in the ordinary course or any securities convertible or exchangeable into any of businessits Stock; (k) declared, set aside, or paid any saledividend or distribution with respect to its Stock (whether in cash or in kind) or redeemed, assignment purchased, or transfer otherwise acquired any of any patents, trademarks, copyrights, trade secrets or other intangible assets owned by any Borrowerits Stock; (l) entered into any change in any material agreement to which any Borrower is a party transaction, arrangement or by which it is bound which either individually or in the aggregate has hadcontract with, or could reasonably be expected to havedistributed or transferred any cash, individually property or in the aggregateother assets to, a Material Adverse Effectany officer, director, Shareholder, key employee, agent or other insider or Affiliate of Seller's Corporation; (m) made or committed to make any capital expenditure or entered into any other event transaction outside the Ordinary Course of Business; (n) entered into any sales agreements in excess of Pound Sterling 200,000 without prior consent from Buyer (o) Altered or condition amended in any manner its Articles of Association; (p) entered into, amended or modified (beyond any amendments and modifications reflected in true and complete copies of such Plans delivered to Buyer) any Plan; (q) entered into any employment agreement or collective bargaining agreement or granted any increase in the salary of any character thatofficer or employee or paid any bonus to any officer or employee; (r) experienced any work interruptions, either individually labor grievances or claims; (s) entered into, amended or modified in the aggregate, has hadany material respect, or could reasonably be expected to have, individually or in terminated any Contract (t) consummated any transaction outside the aggregate, a Material Adverse EffectOrdinary Course of Business; or (nu) any arrangement committed (orally or commitment by any Borrower in writing) to do any of the acts described in subsection (a) through (m) aboveforegoing.

Recent Events. Since December 31, 20071997, the Company has not experienced or suffered any Material Adverse Effect. Without limiting the generality of the foregoing, except as disclosed in any SEC Reportreflected on the Latest Balance Sheet or Schedule 3.10 of the Company Disclosure Schedule, there since December 31, 1997, the Company has not beennot: (a) sold, leased, transferred or assigned any of their assets, tangible or intangible, other than in the Ordinary Course of Business; (b) accelerated, terminated, modified, canceled or committed any material breach of any Contract, involving more than $10,000; (c) canceled, compromised, waived, or released any Indebtedness right or claim (or series of related rights and claims) either involving more than $10,000 or otherwise outside the Ordinary Course of Business; (d) experienced any material damage, destruction, or loss (whether or not covered by insurance) to any of their properties or assets (other than ordinary wear and tear not caused by neglect); (e) incurred any Indebtedness for borrowed money or created or suffered to exist any Security Interest upon any of their assets, other than borrowings by the Company for the purchase of equipment in the Ordinary Course of Business; (f) changed the manner in which the Business has been conducted, including, without limitation, collection of accounts receivable or payment of accounts payable; (g) changed the accounting principles, methods or practices or any change in the businessdepreciation or amortization policies or rates; (h) changed the relationships with any customer, assets, liabilities, condition (financial supplier or otherwise), properties, operations other contractors or prospects of any Borrower, agents which individually or in the aggregate has had, or could might reasonably be expected to havehave a Material Adverse Effect on any of their assets, individually the Business or the prospects of the Buyer with respect to any of the foregoing; (i) issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of its capital stock, or any securities convertible or exchangeable into any of its capital stock; (j) declared, set aside, or paid any dividend or distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (k) entered into any transaction, arrangement or contract with, or distributed or transferred any cash, property or other assets to, any officer, director, stockholder, agent or other insider or Affiliate of the aggregateCompany (other than wages, salaries and employee benefits in the Ordinary Course of Business); (l) made or committed to make any capital expenditures or entered into any other material transaction outside the Ordinary Course of Business or involving an expenditure in excess of $100,000; (m) entered into, amended or modified in any material respect any Plan; (n) entered into any employment agreement or collective bargaining agreement or granted any increase in excess of $5,000 in the salary of any officer or employee or paid any bonus to any officer or employee; (o) experienced any work interruptions, labor grievances or claims, or any event or condition of any character, which could result in a Material Adverse Effect; (bp) entered into, amended, modified or terminated any resignation or termination of any officer, key employee or group of employees of any BorrowerContract; (cq) consummated any material change, except in transaction outside the ordinary course Ordinary Course of business, in the contingent obligations of any Borrower by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by any Borrower of a valuable right or of a material debt owed to it; (f) any direct or indirect loans made by any Borrower to any stockholder, employee, officer or director of any Borrower, other than advances made in the ordinary course of business; (g) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder of any Borrower; (h) any declaration or payment of any dividend or other distribution of the assets of any Borrower; (i) any labor organization activity related to any Borrower; (j) any debt, obligation or liability incurred, assumed or guaranteed by any Borrower, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets owned by any Borrower; (l) any change in any material agreement to which any Borrower is a party or by which it is bound which either individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (m) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectBusiness; or (nr) any arrangement committed (orally or commitment by any Borrower in writing) to do any of the acts described in subsection (a) through (m) aboveforegoing.

Recent Events. Since December 31June 30, 20072012, except as disclosed in any SEC Reportset forth on Schedule 3.9, there has not beenbeen any Buyer Material Adverse Change, no event has occurred or circumstance exists that could reasonably be expected to result in a Buyer Material Adverse Change, and there is not and has not occurred any of the following: (a) any change in or issuance or sale of the business, assets, liabilities, condition (financial Parent’s authorized or otherwise), properties, operations or prospects issued Capital Stock; issuance of any Borrowersecurity convertible into such Capital Stock; purchase, which individually or in the aggregate has hadredemption, retirement, or could reasonably be expected to have, individually or in other acquisition by the aggregate, a Material Adverse Effect; (b) any resignation or termination Parent of any officer, key employee shares of its Capital Stock; or group of employees of any Borrower; (c) any material change, except in the ordinary course of business, in the contingent obligations of any Borrower by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by any Borrower of a valuable right or of a material debt owed to it; (f) any direct or indirect loans made by any Borrower to any stockholder, employee, officer or director of any Borrower, other than advances made in the ordinary course of business; (g) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder of any Borrower; (h) any declaration or payment of any dividend or other distribution or payment in respect of shares of its Capital Stock; (b) amendment to the Parent’s Charter Documents; (c) any delay or postponement in the payment of any liabilities of the assets Parent outside the Ordinary Course of Business of the Parent; (d) entry into, material modification of, termination of, or acceleration of (i) any Buyer Material Contract (other than capital leases, bond and surety agreements, licenses or facility leases, in each case entered into in the Ordinary Course of Business), or (ii) any transaction, arrangement or Contract with any officer, director, or shareholder of the Parent; (e) the sale (other than sales of Buyer Inventory (defined below) in the Ordinary Course of Business of the Parent), lease, or other disposition or transfer of any Borrowermaterial portion of the Parent’s tangible or intangible assets; (f) mortgage, pledge, security interest or imposition of any material Lien on any of the Parent’s tangible or intangible assets, except in the Ordinary Course of Business; (g) cancellation, compromise, waiver or release of any material claims or rights (or series of claims or rights) by the Parent or outside the Ordinary Course of Business of the Parent; (h) material change in accounting methods used by the Parent; (i) any labor organization activity related to any Borrower;agreement or transaction by the Parent outside the Ordinary Course of Business of the Parent; or (j) any debt, obligation written notice or liability incurred, assumed or guaranteed by any Borrower, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets owned by any Borrower; (l) any change in any material agreement to which any Borrower is a party or by which it is bound which either individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (m) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (n) any arrangement or commitment by any Borrower to do any of the acts described in subsection (a) through (m) aboveforegoing.

Recent Events. Since December 31June 30, 2007, except as disclosed 2021: (i) Seller’s business and affairs have been operated in any SEC Report, the Ordinary Course of Business; (ii) Seller has used its best efforts to preserve and advance its operations; (iii) Seller’s relations with its customers and suppliers have been carried on in a manner designed to preserve Seller’s goodwill; (iv) no event has occurred or circumstance exists that could reasonably be expected to result in a Material Adverse Change; and (v) there is not and has not beenoccurred any: (a) any change in the business, assets, liabilities, condition increase (financial or otherwise), properties, operations or prospects promise of any Borrowerincrease) of any bonuses, which individually salaries, benefits or in other compensation to any equityholder, manager, officer, director of Seller or Service Provider (or the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectpayment thereof); (b) any resignation capital expenditure (or termination series of any officer, key employee capital expenditures) by Seller involving more than $10,000 or group outside the Ordinary Course of employees of any BorrowerBusiness; (c) any material change, except delay or postponement in the ordinary course of business, in the contingent obligations payment of any Borrower by way accounts payable or other liabilities outside the Ordinary Course of guaranty, endorsement, indemnity, warranty or otherwiseBusiness; (d) any damage, damage to or destruction or lossloss of any Purchased Asset, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectinsurance (other than through ordinary wear and tear); (e) entry into, modification of, termination of, or acceleration of: (i) any waiver license, lease, credit, debt, guaranty or similar Contract under which Seller has any obligation; (ii) any Contract or transaction involving a total commitment by or to Seller of at least $10,000; or (iii) any Borrower of a valuable right transaction, arrangement or of a material debt owed to itContract (including any employment, severance or similar Contract) with any director, officer, manager, equityholder or Service Provider; (f) any direct sale (other than sales of inventory in the Ordinary Course of Business), lease or indirect loans made by any Borrower to any stockholder, employee, officer other disposition or director transfer of any Borrower, other than advances made in the ordinary course tangible or intangible asset of businessSeller; (g) any material change mortgage, pledge, granting of security interest in any compensation arrangement or agreement with any employee, officer, director or stockholder imposition of any BorrowerLien on any Seller asset (tangible or intangible); (h) any declaration cancellation, compromise, waiver or payment release of any dividend claims or other distribution rights (or series of claims or rights) either involving a value to Seller in excess of $5,000 or outside the assets Ordinary Course of any BorrowerBusiness; (i) any labor organization activity related to any Borrower;change in the accounting methods used by Seller; or (j) any debt, obligation notice or liability incurred, assumed or guaranteed by any Borrower, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (k) any sale, assignment or transfer entering into of any patentsContract, trademarkswhether oral or written, copyrights, trade secrets or other intangible assets owned by any Borrower; (l) any change in any material agreement to which any Borrower is a party or by which it is bound which either individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (m) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (n) any arrangement or commitment by any Borrower to do any of the acts described in subsection (a) through (m) aboveforegoing.