Common use of Absence of Changes or Events Clause in Contracts

Absence of Changes or Events. (a) Since December 31, 1995 (i) GranCare and its Subsidiaries have conducted their business in the ordinary course and have not incurred any material liability or obligation (indirect, direct or contingent) or entered into any material oral or written agreement or other transaction that is not in the ordinary course of business (other than the Distribution Agreement and this Agreement) or that could reasonably be expected to result in any GranCare Material Adverse Effect; (ii) neither GranCare nor its Pharmacy Subsidiaries have sustained any material loss or interference with their business or properties from fire, flood, windstorm, accident, strike or other calamity (whether or not covered by insurance); (iii) there has been no material change in the indebtedness of GranCare and its Pharmacy Subsidiaries, no change in the authorized capital stock of GranCare and no dividend or distribution of any kind declared, paid or made by GranCare on any class of its capital stock other than the Distribution; (iv) there has been no event or condition which has caused a GranCare Material Adverse Effect, nor any development, occurrence or state of facts or circumstances that could, singly or in the aggregate, reasonably be expected to result in a GranCare Material Adverse Effect; (v) there has been no amendment, modification or supplement to any material term of any GranCare Contract to which a Pharmacy Subsidiary is a party required to be identified in Section 4.21 of the GranCare Disclosure Statement or any equity security; and (vi) there has been no material change by GranCare in its accounting principles, practices or methods. (b) Since December 31, 1995, other than in the ordinary course of business consistent with past practice, there has not been any increase in the compensation or other benefits payable, or which could become payable, by GranCare, to its officers or key employees, or any amendment of any of the GranCare Compensation and Benefit Plans.

Absence of Changes or Events. (a) Since December May 31, 1995 1996 (i) GranCare Vitalink and its Subsidiaries have conducted their business in the ordinary course and have not incurred any material liability or obligation (indirect, direct or contingent) or entered into any material oral or written agreement or other transaction that is not in the ordinary course of business (other than the Distribution Voting Agreement, the Shareholders Agreement (as hereinafter defined) and this Agreement) or that could reasonably be expected to result in any GranCare Vitalink Material Adverse Effect; (ii) neither GranCare Vitalink nor its Pharmacy Subsidiaries have sustained any material loss or interference with their business or properties from fire, flood, windstorm, accident, strike or other calamity (whether or not covered by insurance); (iii) there has been no material change in the indebtedness of GranCare Vitalink and its Pharmacy Subsidiaries, no change in the authorized capital stock of GranCare Vitalink and no dividend or distribution of any kind declared, paid or made by GranCare Vitalink on any class of its capital stock other than the Distributionstock; (iv) there has been no event or condition which has caused a GranCare an Vitalink Material Adverse Effect, nor any development, occurrence or state of facts or circumstances that could, singly or in the aggregate, reasonably be expected to result in a GranCare an Vitalink Material Adverse Effect; (v) there has been no amendment, modification or supplement to any material term of any GranCare Vitalink Contract to which a Pharmacy Subsidiary is a party required to be identified in Section 4.21 3.20 of the GranCare Vitalink Disclosure Statement or any equity security; and (vi) there has been no material change by GranCare Vitalink in its accounting principles, practices or methods. (b) Since December May 31, 19951996, other than in the ordinary course of business consistent with past practice, there has not been any increase in the compensation or other benefits payable, or which could become payable, by GranCareVitalink, to its officers or key employees, or any amendment of any of the GranCare Vitalink Compensation and Benefit Plans.

Absence of Changes or Events. Except for (a) matters publicly disclosed by NeoStem prior to the date hereof in NeoStem SEC Reports filed prior to the date hereof, (b) matters disclosed in Section 4.18 of the NeoStem Disclosure Statement and (c) matters disclosed in Section 4.21 of the NeoStem Disclosure Statement: 4.18.1 Since December 31, 1995 2007: (i) GranCare NeoStem and its Subsidiaries have conducted their business in the ordinary course and have not incurred any material liability or obligation (indirect, direct or contingent) or entered into any material oral or written agreement or other material transaction that is not in the ordinary course of business (other than the Distribution Agreement and this Agreement) or that could reasonably be expected to result in any GranCare a NeoStem Material Adverse Effect; (ii) neither GranCare NeoStem nor any of its Pharmacy Subsidiaries have sustained any material loss or interference with their business or properties from fire, flood, windstorm, accident, strike or other calamity (whether or not covered by insurance); (iii) there has been no material change in the indebtedness of GranCare NeoStem and its Pharmacy Subsidiaries, no change in the authorized capital stock of GranCare NeoStem and no dividend or distribution of any kind declared, paid or made by GranCare NeoStem on any class of its capital stock other than the Distributionstock; (iv) there has been no event or condition which has caused a GranCare NeoStem Material Adverse Effect, nor any development, occurrence or state of facts or circumstances known to NeoStem that could, singly or in the aggregate, reasonably be expected to result in a GranCare NeoStem Material Adverse Effect; and (v) there has been no amendment, modification or supplement to any material term of any GranCare Contract to which a Pharmacy Subsidiary is a party required to be identified in Section 4.21 of the GranCare Disclosure Statement or any equity security; and (vi) there has been no material change by GranCare NeoStem in its accounting principles, practices or methods. (b) 4.18.2 Since December 31, 19952007, other than in the ordinary course of business consistent with past practicepractice or as disclosed in the NeoStem SEC Reports, there has not been any increase in the compensation or other benefits payable, or which could become payable, by GranCareNeoStem, to its officers or key employees, or any amendment of any of the GranCare Compensation and NeoStem Employee Benefit Plans.

Absence of Changes or Events. Except for (a) matters publicly disclosed by CBH prior to the date hereof in CBH SEC Reports filed prior to the date hereof, and (b) the settlement of the litigation in Hong Kong and Canada by RACP Pharmaceutical Holdings Limited, a wholly-owned subsidiary of CBC, against Li Xiaobo and certain other defendants in connection with the acquisition of shares of Enshi International (Holdings) Pte Ltd (the "LXB Litigation"). 3.18.1 Since December 31, 1995 2007: (i) GranCare CBH and its Subsidiaries have conducted their business in the ordinary course and have not incurred any material liability or obligation (indirect, direct or contingent) or entered into any material oral or written agreement or other material transaction that is not in the ordinary course of business (other than the Distribution Agreement and this Agreement) or that could reasonably be expected to result in any GranCare a CBH Material Adverse Effect; (ii) neither GranCare CBH nor any of its Pharmacy Subsidiaries have sustained any material loss or interference with their business or properties from fire, flood, windstorm, accident, strike or other calamity (whether or not covered by insurance); (iii) there has been no material change in the indebtedness of GranCare CBH and its Pharmacy Subsidiaries, no change in the authorized capital stock of GranCare CBH and no dividend or distribution of any kind declared, paid or made by GranCare CBH on any class of its capital stock other than the Distributionstock; (iv) there has been no event or condition which has caused a GranCare CBH Material Adverse Effect, nor any development, occurrence or state of facts or circumstances known to CBH that could, singly or in the aggregate, reasonably be expected to result in a GranCare CBH Material Adverse Effect; and (v) there has been no amendment, modification or supplement to any material term of any GranCare Contract to which a Pharmacy Subsidiary is a party required to be identified in Section 4.21 of the GranCare Disclosure Statement or any equity security; and (vi) there has been no material change by GranCare CBH or Erye in its accounting principles, practices or methods. (b) 3.18.2 Since December 31, 19952007, other than in the ordinary course of business consistent with past practice, there has not been any increase in the compensation or other benefits payable, or which could become payable, by GranCareCBH, to its officers or key employees, or any amendment of any of the GranCare Compensation and CBH Employee Benefit Plans.

Absence of Changes or Events. (a) Since December August 31, 1995 (i) GranCare and its Subsidiaries have conducted their business in the ordinary course and have not incurred any material liability 2019, there has been no change or obligation (indirectevent that has resulted in, direct or contingent) or entered into any material oral or written agreement or other transaction that is not in the ordinary course of business (other than the Distribution Agreement and this Agreement) or that could reasonably be expected to result in any GranCare in, a Material Adverse Effect; , and Seller and SHCM have operated the PEO Business only in the Ordinary Course of Business. Without limiting the generality of the foregoing, except as set forth in Schedule 5.13, since August 31, 2019: (i) Neither Seller nor SHCM has entered into, amended or terminated any material Contract with respect to the PEO Business outside the Ordinary Course of Business; (ii) neither GranCare nor its Pharmacy Subsidiaries have sustained No party (including Seller) has accelerated, terminated, made material modifications to, canceled, rescinded, or waived or entered into an accord and satisfaction with respect to any term, condition, provision, right or remedy of, any Contract with respect to the PEO Business to which Seller is a party or by which it or any of the Purchased Assets are bound; (iii) There has been no material loss, damage or destruction to, or any material loss or interference with their business or properties from fireinterruption in the use of, flood, windstorm, accident, strike or other calamity any of the Purchased Assets (whether or not covered by insurance); ; (iiiiv) there No party has been no imposed any Lien upon any of the Purchased Assets, whether tangible or intangible; (v) Neither Seller nor SHCM has waived, settled or compromised any material dispute or claim with respect to the PEO Business; (vi) Neither Seller nor SHCM has made any material capital expenditures with respect to the PEO Business outside the Ordinary Course of Business; (vii) Neither Seller nor SHCM has granted any license or sublicense of any material rights under or with respect to any Intellectual Property included in the Purchased Assets; (viii) Neither Seller nor SHCM has made any material change in the indebtedness its method of GranCare and its Pharmacy Subsidiaries, no change in the authorized capital stock of GranCare and no dividend or distribution of any kind declared, paid or made by GranCare on any class of its capital stock other than the Distribution; (iv) there has been no event or condition which has caused a GranCare Material Adverse Effect, nor any development, occurrence or state of facts or circumstances that could, singly or in the aggregate, reasonably be expected to result in a GranCare Material Adverse Effect; (v) there has been no amendment, modification or supplement to any material term of any GranCare Contract to which a Pharmacy Subsidiary is a party required to be identified in Section 4.21 of the GranCare Disclosure Statement doing business or any equity security; and (vi) there has been no material change by GranCare in its accounting principlesprinciples or method of application of such principles or practices with respect to the PEO Business; (ix) Neither Seller nor SHCM has written off as uncollectible any notes or accounts receivable, practices except write‑offs in the Ordinary Course of Business consistent with past practice charged to applicable reserves; (x) Neither Seller nor SHCM has made any loans, advances or methodscapital contributions to, or investments in, any other Person other than loans, advances or capital contributions by Seller to any direct or indirect wholly-owned subsidiary of Seller; (xi) Neither Seller nor SHCM has acquired by merger, consolidation or otherwise any material assets, equity interests or business of any Person or division thereof; (xii) Neither Seller nor SHCM has made any assignment for the benefit of creditors, admitted in writing an inability to pay debts as they mature, filed a petition in voluntary bankruptcy, a petition or answer seeking reorganization, or an arrangement with creditors under the federal bankruptcy laws or any other similar laws; (xiii) Neither Seller nor SHCM has made any material change in employment terms for any of the Employees outside the Ordinary Course of Business; and (xiv) Neither Seller nor SHCM has committed to do, effect, implement or acquiesce to any of the foregoing. (b) Since December 31Except as set forth in Schedule 5.13(b), 1995since 12:01 a.m. Eastern Time on the Effective Date, (a) Seller has conducted operations of the PEO Business in the Ordinary Course of Business, and (b) there has not been (i) any sale or transfer of any assets of Seller used or held for use primarily in the PEO Business, other than in the ordinary course Ordinary Course of business consistent with past practiceBusiness during the period after 12:01 a.m. Eastern Time on the Effective Date, there has not been (ii) any declaration or payment of any dividend or other distribution by Seller, or any redemption, repurchase or other acquisition of any of their respective equity securities, (iii) any loan, advance or capital contribution to any other Person by Seller in respect of the PEO Business or any investment in or acquisition of any other Person by Seller in respect of the PEO Business, other than advances to employees for travel-related expenses in the Ordinary Course of Business during the period after 12:01 a.m. Eastern Time on the Effective Date, (iv) any capital expenditures, or any incurrence of any obligation to make any capital expenditures, in respect of the PEO Business, (v) any increase in the compensation base wage or other benefits payable, or which could become payable, by GranCare, to its officers or key employeessalary payable to, or any amendment other components of compensation and/or employee health and welfare benefits of, any employee of or consultant to Seller in respect of the PEO Business other than to the extent mandated by applicable Law, (vi) any transaction with any party to the Noncompetition Agreement, any of their Affiliates, or any member of their family entered into or consummated by Seller (including any payment of compensation, commissions or bonuses, but excluding payment of base salary at the annualized rate disclosed to Buyer prior to the Effective Date and excluding employee health and welfare benefits in the Ordinary Course of Business for the period after 12:01 a.m. Eastern Time on the Effective Date), in respect of the PEO Business, (vii) any cancellation, settlement or waiver of any claims by Seller against any third party, in respect of the GranCare Compensation PEO Business, (viii) any costs and Benefit Plansexpenses of Seller, paid or reimbursed by Seller, in respect of the PEO Business, (ix) any incurrence or guaranty of any indebtedness, except (A) customer or client deposits held by Seller arising in the Ordinary Course of Business and received after 12:01 a.m. Eastern Time on the Effective Date, and (B) current charges for business expenses on company credit cards arising in the Ordinary Course of Business and incurred after 12:01 a.m. Eastern Time on the Effective Date, (x) any election relating to Taxes, any entry into any closing agreement relating to Taxes, any surrender of any right to claim a refund of Taxes, any settlement or compromise of any Tax claim or assessment, any filing of any Tax Return or any amended Tax Return, any consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, any failure to pay any Tax that becomes due and payable (including any estimated Tax payments), any adoption or change of any Tax accounting method and/or (xi) any Seller Interim Transfer in excess of $50,000 after netting the aggregate amount any and all Buyer Interim Payable and Expenses (clauses (i) through and including (xi) are hereby referred to herein as “Unpermitted Financial Leakage”).

Absence of Changes or Events. (a) Since December May 31, 1995 1996 ---------------------------- (i) GranCare Vitalink and its Subsidiaries have conducted their business in the ordinary course and have not incurred any material liability or obligation (indirect, direct or contingent) or entered into any material oral or written agreement or other transaction that is not in the ordinary course of business (other than the Distribution Voting Agreement, the Shareholders Agreement (as hereinafter defined) and this Agreement) or that could reasonably be expected to result in any GranCare Vitalink Material Adverse Effect; (ii) neither GranCare Vitalink nor its Pharmacy Subsidiaries have sustained any material loss or interference with their business or properties from fire, flood, windstorm, accident, strike or other calamity (whether or not covered by insurance); (iii) there has been no material change in the indebtedness of GranCare Vitalink and its Pharmacy Subsidiaries, no change in the authorized capital stock of GranCare Vitalink and no dividend or distribution of any kind declared, paid or made by GranCare Vitalink on any class of its capital stock other than the Distributionstock; (iv) there has been no event or condition which has caused a GranCare an Vitalink Material Adverse Effect, nor any development, occurrence or state of facts or circumstances that could, singly or in the aggregate, reasonably be expected to result in a GranCare an Vitalink Material Adverse Effect; (v) there has been no amendment, modification or supplement to any material term of any GranCare Vitalink Contract to which a Pharmacy Subsidiary is a party required to be identified in Section 4.21 3.20 of the GranCare Vitalink Disclosure Statement or any equity security; and (vi) there has been no material change by GranCare Vitalink in its accounting principles, practices or methods. (b) Since December May 31, 19951996, other than in the ordinary course of business consistent with past practice, there has not been any increase in the compensation or other benefits payable, or which could become payable, by GranCareVitalink, to its officers or key employees, or any amendment of any of the GranCare Vitalink Compensation and Benefit Plans.

Absence of Changes or Events. Except for (a) matters publicly disclosed by NeoStem prior to the date hereof in NeoStem SEC Reports filed prior to the date hereof, (b) matters disclosed in Section 4.18 of the NeoStem Disclosure Statement and (c) matters disclosed in Section 4.21 of the NeoStem Disclosure Statement: 4.18.1 Since December 31, 1995 2007: (i) GranCare NeoStem and its Subsidiaries have conducted their business in the ordinary course and have not incurred any material liability or obligation (indirect, direct or contingent) or entered into any material oral or written agreement or other material transaction that is not in the ordinary course of business (other than the Distribution Agreement and this Agreement) or that could reasonably be expected to result in any GranCare a NeoStem Material Adverse Effect; (ii) neither GranCare NeoStem nor any of its Pharmacy Subsidiaries have sustained any material loss or interference with their business or properties from fire, flood, windstorm, accident, strike or other calamity (whether or not covered by insurance); (iii) there has been no material change in the indebtedness of GranCare NeoStem and its Pharmacy Subsidiaries, no change in the authorized capital stock of GranCare NeoStem and no dividend or distribution of any kind declared, paid or made by GranCare NeoStem on any class of its capital stock other than the Distributionstock; (iv) there has been no event or condition which has caused a GranCare NeoStem Material Adverse Effect, nor any development, occurrence or state of facts or circumstances known to NeoStem that could, singly or in the aggregate, reasonably be expected to result in a GranCare NeoStem Material Adverse Effect; and (v) there has been no amendment, modification or supplement to any material term of any GranCare Contract to which a Pharmacy Subsidiary is a party required to be identified in Section 4.21 of the GranCare Disclosure Statement or any equity security; and (vi) there has been no material change by GranCare NeoStem in its accounting principles, practices or methods. (b) . -33- 4.18.2 Since December 31, 19952007, other than in the ordinary course of business consistent with past practicepractice or as disclosed in the NeoStem SEC Reports, there has not been any increase in the compensation or other benefits payable, or which could become payable, by GranCareNeoStem, to its officers or key employees, or any amendment of any of the GranCare Compensation and NeoStem Employee Benefit Plans.. 4.19

Absence of Changes or Events. (a) Since December 31, 1995 ---------------------------- 1995 (i) GranCare and its Subsidiaries have conducted their business in the ordinary course and have not incurred any material liability or obligation (indirect, direct or contingent) or entered into any material oral or written agreement or other transaction that is not in the ordinary course of business (other than the Distribution Agreement and this Agreement) or that could reasonably be expected to result in any GranCare Material Adverse Effect; (ii) neither GranCare nor its Pharmacy Subsidiaries have sustained any material loss or interference with their business or properties from fire, flood, windstorm, accident, strike or other calamity (whether or not covered by insurance); (iii) there has been no material change in the indebtedness of GranCare and its Pharmacy Subsidiaries, no change in the authorized capital stock of GranCare and no dividend or distribution of any kind declared, paid or made by GranCare on any class of its capital stock other than the Distribution; (iv) there has been no event or condition which has caused a GranCare Material Adverse Effect, nor any development, occurrence or state of facts or circumstances that could, singly or in the aggregate, reasonably be expected to result in a GranCare Material Adverse Effect; (v) there has been no amendment, modification or supplement to any material term of any GranCare Contract to which a Pharmacy Subsidiary is a party required to be identified in Section 4.21 of the GranCare Disclosure Statement or any equity security; and (vi) there has been no material change by GranCare in its accounting principles, practices or methods. (b) Since December 31, 1995, other than in the ordinary course of business consistent with past practice, there has not been any increase in the compensation or other benefits payable, or which could become payable, by GranCare, to its officers or key employees, or any amendment of any of the GranCare Compensation and Benefit Plans.

Absence of Changes or Events. (a) Since December 31, 1995 1996: (i) GranCare Capstone and its Subsidiaries have conducted their business in the ordinary course and have not incurred any material liability or obligation (indirect, direct or contingent) or entered into any material oral or written agreement or other transaction that is not in the ordinary course of business (other than the Distribution Voting Agreement, the Shareholders Agreement (as hereinafter defined) and this Agreement) or that could reasonably be expected to result in any GranCare a Capstone Material Adverse Effect; (ii) neither GranCare Capstone nor its Pharmacy Subsidiaries have sustained any material loss or interference with their business or properties from fire, flood, windstorm, accident, strike or other calamity (whether or not covered by insurance); (iii) there has been no material change in the indebtedness of GranCare Capstone and its Pharmacy Subsidiaries, no change in the authorized capital stock of GranCare Capstone and no dividend or distribution of any kind declared, paid or made by GranCare Capstone on any class of its capital stock other than the Distributionstock; (iv) there has been no event or condition which has caused a GranCare Capstone Material Adverse Effect, nor any development, occurrence or state of facts or circumstances that could, singly or in the aggregate, reasonably be expected to result in a GranCare Capstone Material Adverse Effect; (v) there has been no amendment, modification or supplement to any material term of any GranCare Capstone Contract to which a Pharmacy Subsidiary is a party required to be identified in Section 4.21 of the GranCare Disclosure Statement or any equity security; and (vi) there has been no material change by GranCare in its accounting principles, practices or methods. (b) Since December 31, 1995, other than in the ordinary course of business consistent with past practice, there has not been any increase in the compensation or other benefits payable, or which could become payable, by GranCare, to its officers or key employees, or any amendment of any of the GranCare Compensation and Benefit Plans.be

Absence of Changes or Events. Except for (a) matters publicly disclosed by CBH prior to the date hereof in CBH SEC Reports filed prior to the date hereof, and (b) the settlement of the litigation in Hong Kong and Canada by RACP Pharmaceutical Holdings Limited, a wholly-owned subsidiary of CBC, against Li Xiaobo and certain other defendants in connection with the acquisition of shares of Enshi International (Holdings) Pte Ltd (the “LXB Litigation”). 3.18.1 Since December 31, 1995 2007: (i) GranCare CBH and its Subsidiaries have conducted their business in the ordinary course and have not incurred any material liability or obligation (indirect, direct or contingent) or entered into any material oral or written agreement or other material transaction that is not in the ordinary course of business (other than the Distribution Agreement and this Agreement) or that could reasonably be expected to result in any GranCare a CBH Material Adverse Effect; (ii) neither GranCare CBH nor any of its Pharmacy Subsidiaries have sustained any material loss or interference with their business or properties from fire, flood, windstorm, accident, strike or other calamity (whether or not covered by insurance); (iii) there has been no material change in the indebtedness of GranCare CBH and its Pharmacy Subsidiaries, no change in the authorized capital stock of GranCare CBH and no dividend or distribution of any kind declared, paid or made by GranCare CBH on any class of its capital stock other than the Distributionstock; (iv) there has been no event or condition which has caused a GranCare CBH Material Adverse Effect, nor any development, occurrence or state of facts or circumstances known to CBH that could, singly or in the aggregate, reasonably be expected to result in a GranCare CBH Material Adverse Effect; and (v) there has been no amendment, modification or supplement to any material term of any GranCare Contract to which a Pharmacy Subsidiary is a party required to be identified in Section 4.21 of the GranCare Disclosure Statement or any equity security; and (vi) there has been no material change by GranCare CBH or Erye in its accounting principles, practices or methods. (b) 3.18.2 Since December 31, 19952007, other than in the ordinary course of business consistent with past practice, there has not been any increase in the compensation or other benefits payable, or which could become payable, by GranCareCBH, to its officers or key employees, or any amendment of any of the GranCare Compensation and CBH Employee Benefit Plans.