Common use of Absence of Certain Acts or Events Clause in Contracts

Absence of Certain Acts or Events. Except for the transactions contemplated hereby or as disclosed in Section 5.19 of the Disclosure Schedules, since December 31, 2007, each of the Company and the Subsidiary has, in all material respects, conducted its business in the ordinary course consistent with past practice and has not: (i) authorized or issued any of its shares of capital stock, units of membership interests or any other securities (including any held in its treasury); (ii) declared or paid any dividend or made any other distribution of or with respect to its shares of capital stock or other securities or purchased or redeemed any shares of its capital stock or other securities or paid any bonus to its employees; (iii) increased the rate of compensation of any of its employees (except any regularly scheduled annual pay increases consistent with past practices); (iv) sold, leased, transferred or assigned any of its assets, other than in the ordinary course of business; (v) made or obligated itself to make capital expenditures aggregating more than $100,000; (vi) incurred any material obligations or liabilities (including any indebtedness) or entered into any material transaction; (vii) suffered any theft, damage, destruction or casualty loss in excess of $100,000; (viii) deferred the payment of any liabilities or accounts payable or deferred the acquisition of any inventory outside the ordinary course of business or in a manner inconsistent with past practices; or (ix) accelerated the collection of any accounts receivable in a manner inconsistent with past practices. As of the Closing Date, none of the Company’s or the Subsidiary’s accounts payable will be past due in any material respect. All net cash generated by the Company and the Subsidiary (after payment of their accounts payable and expenses consistent with past practices) between December 31, 2007 and the Closing is or will be deposited in a bank account registered in the name of the Company or the Subsidiary, as applicable.

Absence of Certain Acts or Events. Except for the transactions contemplated hereby or as disclosed in Section 5.19 Schedule 4.16, since the date of the Disclosure SchedulesLast Balance Sheet, since December 31, 2007, each of the Company and the Subsidiary has, in all material respects, conducted its business in the ordinary course consistent with past practice and Seller has not: not (i) ------------- authorized or issued any of its shares of capital stock, units of membership interests or any other securities stock (including any held in its treasury)) or any other securities; (ii) declared or paid any dividend or made any other distribution of or with respect to its shares of capital stock or other securities or purchased or redeemed any shares of its capital stock or other securities or paid any bonus to its employeessecurities; (iii) paid any bonus or increased the rate of compensation of any of its employees (except any regularly scheduled annual pay increases consistent with past practices)the Store Employees; (iv) sold, leased, sold or transferred or assigned any of its assets, assets relating to the Stores other than in the ordinary course of business; (v) made or obligated itself to make capital expenditures with respect to the Stores aggregating more than $100,0005,000; (vi) made any payment in respect of the Excluded Liabilities other than in the ordinary course of business; (vii) incurred any material obligations or liabilities (including any indebtedness) or entered into any material transactiontransaction relating to the ownership, business or operation of the Stores, except for this Agreement and the transactions contemplated hereby; (viiviii) suffered any theft, damage, destruction or casualty loss in excess of $100,0005,000 with respect to the Stores; (viiiix) deferred suffered any extraordinary losses with respect to the payment of any liabilities or accounts payable or deferred the acquisition of any inventory outside the ordinary course of business or in a manner inconsistent with past practicesStores; or (ixx) accelerated waived any right of material value relating to the collection of any accounts receivable in a manner inconsistent with past practices. As ownership, business or operation of the Closing Date, none of the Company’s or the Subsidiary’s accounts payable will be past due in any material respect. All net cash generated by the Company and the Subsidiary (after payment of their accounts payable and expenses consistent with past practices) between December 31, 2007 and the Closing is or will be deposited in a bank account registered in the name of the Company or the Subsidiary, as applicableStores.

Absence of Certain Acts or Events. Except for the transactions contemplated hereby or as disclosed in Section 5.19 Schedule 3.16, since the date of the Disclosure SchedulesLast Balance Sheet, since December 31, 2007, each of the Company and the neither GEI nor any Subsidiary has, in all material respects, conducted its business in the ordinary course consistent with past practice and has not: (i) authorized or issued any of its shares of capital stock, units of membership interests Membership Units or any other securities (including any held in its treasury)securities; (ii) declared or paid any dividend or made any other distribution of or with respect to its shares of capital stock or other securities Membership Units or purchased or redeemed any shares of its capital stock Membership Units or other securities or paid any bonus to its employeessecurities; (iii) paid any bonus in excess of $5,000 as to any one employee or $20,000 as to all employees in the aggregate or increased the rate of compensation of any of its salaried employees (except any regularly scheduled annual pay increases other than in the ordinary course of business consistent with past practices)practice; (iv) sold, leased, sold or transferred or assigned any of its assets, assets other than in the ordinary course of business; (v) as of the date of this Agreement, made or obligated itself to make capital expenditures aggregating more than $100,00010,000 or, in any case, for use other than in its business as currently conducted; (vi) made any payment in respect of its liabilities other than scheduled payments of principal and/or interest, as set forth on Schedule 3.16, or otherwise than in the ordinary course of business; (vii) incurred any material obligations or liabilities (including any indebtedness) or entered into any material transaction, other than this Agreement, except in the ordinary course of business consistent with past practice; (viiviii) suffered any material theft, ; (ix) suffered any damage, destruction or casualty loss in excess of $100,00025,000 that was not covered by insurance or in excess of $5,000 whether or not covered by insurance; (viiix) deferred waived any right of material value; (xi) incurred any indebtedness (other than to trade creditors) (xii) made or adopted any change in its accounting practice or policies; (xiii) made any adjustment to its books and records other than in respect of the payment conduct of its business activities in the ordinary course during the period since January 1, 1995; (xiv) made any liabilities loan or accounts payable or deferred the acquisition of any inventory outside advance other than advances to employees in the ordinary course of business or in a manner inconsistent with past practices; or (ix) accelerated the collection of any accounts receivable in a manner inconsistent with past practices. As of the Closing Date, none of the Company’s or the Subsidiary’s accounts payable will be past due in any material respect. All net cash generated by the Company and the Subsidiary (after payment of their accounts payable and expenses consistent with past practices) between December 31, 2007 and the Closing is or will be deposited in a bank account registered not exceeding $5,000 as to all employees in the name of the Company or the Subsidiary, as applicableaggregate.