Certain Developments. Except for actions set forth on Schedule 4.1(g), during the period beginning on December 1, 2019 and ending on the Closing Date, Seller has not: (i) conducted the Business outside the Ordinary Course; (ii) made any distributions, other than distributions to Parent or the Owners for Taxes; (iii) sold, leased, transferred, or assigned any assets, tangible or intangible, having a value in excess of $25,000.00, other than inventory sold in the Ordinary Course; (iv) entered into any single Contract (or series of related Contracts), either (A) other than client Contracts, involving more than $10,000.00 (individually or in the aggregate); (B) outside the Ordinary Course; or (C) that adversely affects the Assets or the right, title and interest therein of the owner of such Assets, which would be binding upon any subsequent owner of any Assets or which would run with the respective Assets; (v) entered into any Government Contracts or accelerated, terminated, modified, or cancelled any Government Contract to which Seller is a party or by which it is bound either involving more than $10,000.00 (individually or in the aggregate) or outside the Ordinary Course; (vi) entered into any agreement, Contract, lease or license (or series of related agreements, Contracts, leases or licenses) with any other individual, partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, unincorporated organization, Governmental Entity or similar entity that, directly or indirectly, Controls, is Controlled by or is under common Control with Seller; (vii) waived any right of material value; (viii) accelerated, terminated, modified, or cancelled any Contract (or series of related Contracts), involving more than $10,000.00 (individually or in the aggregate) to which Seller is a party or by which it is bound or had the counterparty to such a Contract accelerate, terminate, modify or cancel such a Contract; (ix) imposed any Lien, except for Permitted Liens, upon any of its Assets, tangible or intangible; (x) maintained the Assets in a state of repair and condition that was inconsistent with the requirements and normal conduct of the Business; (xi) made any capital expenditure (or series of related capital expenditures) either involving more than $10,000.00 or outside the Ordinary Course; (xii) made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions); (xiii) issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness; (xiv) billed and collected its accounts receivable of the Business inconsistent with its Ordinary Course or made an effort to accelerate the billing or collection of any of such accounts receivable; (xv) delayed or postponed the payment of accounts payable and other known Assumed Liabilities outside the Ordinary Course; (xvi) declared, set aside, or paid any dividend or made any distribution (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity securities; (xvii) entered into any employment Contract or collective bargaining agreement, written or oral, or modified the terms of any existing such Contract or agreement; (xviii) adopted, amended, modified, or terminated any benefit plan, any profit sharing, incentive, severance, or other plan; or any other Contract or commitment for the benefit of any of its current or former directors, officers, and employees; (xix) paid, or committed to pay (whether or not in writing) any severance, termination or similar payment to any current or former employee (regardless of whether such severance, termination or similar payment has been paid pursuant to any benefit plan); (xx) entered into any compromise or settlement of any litigation, Proceeding or investigation by any Governmental Entity relating to the Assets or the Business; (xxi) made any Tax election, adopted or changed any accounting method or policy (whether or not for Tax purposes), filed any Tax Return, consented to or entered into any closing agreement or similar agreement with any taxing authority, consented to or settled or compromised any Tax claim or assessment or taken any position inconsistent with any past practice on any Tax Return; (xxii) made or granted any bonus or any wage, salary or compensation increase in excess of $10,000.00 per year to any employee or independent contractor; (xxiii) transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xxiv) experienced any damage, destruction or Loss (whether or not covered by insurance) to its property or any effect or change that would be materially adverse to the Business, assets, condition (financial or otherwise), operating results, operations, or business prospects of Seller, taken as a whole, or on the ability of Seller to consummate timely the transactions contemplated hereby (regardless of whether or not such adverse effect or change can be or has been cured at any time or whether Buyer has knowledge of such effect or change on the date hereof); (xxv) entered into any other material transaction other than in the Ordinary Course, or changed any material business practice; or (xxvi) agreed or committed (whether or not in writing) to do any of the foregoing.
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Certain Developments. Except for actions as set forth on Schedule 4.1(g)4.06, during the period beginning on December 131, 2019 2012, and ending on the Closing Date, Seller the Company has not:
(i) conducted the Business outside the Ordinary Course;
(ii) made any distributions, other than distributions to Parent or the Owners for Taxes;
(iiia) sold, leased, transferred, or assigned any of its material assets, tangible or intangible, having a value in excess of $25,000.00, intangible (including Proprietary Rights) other than inventory sold for a fair consideration in the Ordinary Courseordinary course of business;
(ivb) entered into any single Contract agreement, Contract, lease, license or permit (or series of related agreements, Contracts, leases, licenses and permits), either (Ai) other than client Contracts, involving more than $10,000.00 50,000 (individually or in the aggregate); , or (Bii) outside the Ordinary Course; or (C) that adversely affects the Assets or the right, title and interest therein ordinary course of the owner of such Assets, which would be binding upon any subsequent owner of any Assets or which would run with the respective Assetsbusiness;
(vc) entered into any Government Contracts Contract with any Governmental Entity or accelerated, terminated, modified, or cancelled any Government Contract with any Governmental Entity to which Seller the Company is a party or by which it is bound either involving more than $10,000.00 (individually or in the aggregate) or outside the Ordinary Coursebound;
(vid) entered into any agreement, Contract, lease or license (or series of related agreements, Contracts, leases or licenses) with any other individual, partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, unincorporated organization, Governmental Entity Related Person or similar entity that, directly Affiliate of the Company or indirectly, Controls, is Controlled by or is under common Control with Sellerany Stockholder;
(viie) waived any right of material value;
(viiif) accelerated, terminated, modified, or cancelled any Contract (or series of related Contracts), ) involving more than $10,000.00 50,000 (individually or in the aggregate) to which Seller the Company is a party or by which it is bound or had the counterparty to such a Contract accelerate, terminate, modify or cancel such a Contractbound;
(ixg) imposed (or allowed to be imposed) any Lien, except for Permitted Liens, Lien upon any of its Assetsassets, tangible or intangibleintangible (including any Proprietary Rights);
(x) maintained the Assets in a state of repair and condition that was inconsistent with the requirements and normal conduct of the Business;
(xih) made any capital expenditure (or series of related capital expenditures) either involving more than $10,000.00 50,000 or outside the Ordinary Courseordinary course of business;
(xiii) made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions);
(xiiij) issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtednessIndebtedness;
(xiv) billed and collected its accounts receivable of the Business inconsistent with its Ordinary Course or made an effort to accelerate the billing or collection of any of such accounts receivable;
(xvk) delayed or postponed the payment of accounts payable and other known Assumed Liabilities outside the Ordinary Courseordinary course of business;
(xvil) declared, set aside, or paid any dividend or made any distribution with respect to its equity interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity securitiesinterests;
(xviim) entered into any employment Contract or collective bargaining agreement, written or oral, or modified the terms of any such existing such Contract or agreement;
(xviiin) adopted, amended, modified, modified or terminated any benefit planBenefit Plan, any profit sharing, incentive, severance, severance or other plan; or any other Contract or commitment for the benefit of any of its current or former directors, officers, officers and employees;
(xixo) paid, or committed to pay (whether or not in writing) ), any severance, termination or similar payment to any current or former employee (regardless of whether such severance, termination or similar payment has been paid pursuant to any benefit planBenefit Plan);
(xx) entered into any compromise or settlement of any litigation, Proceeding or investigation by any Governmental Entity relating to the Assets or the Business;
(xxip) made any Tax election, adopted or changed any accounting method or policy (whether or not for Tax purposes), filed any amended Tax Return, consented to or entered into any closing agreement or similar agreement with any taxing authorityTaxing Authority, consented to or settled or compromised any Tax claim or assessment or taken any position inconsistent with any past practice on any Tax Return;
(xxiiq) made or granted any bonus or any wage, salary or compensation increase in excess of $10,000.00 25,000 per year to any employee or independent contractor, except pursuant to the express terms of any Contract which is described on Schedule 4.09(a);
(xxiiir) transferred, assigned, assigned or granted any license or sublicense of any rights under or with respect to any Intellectual PropertyProprietary Right;
(xxivs) experienced any damage, destruction or Loss loss (whether or not covered by insurance) to its property or suffered a Material Adverse Effect;
(t) failed to maintain insurance policies or risk management programs, and in the event of casualty, loss or damage, to any assets of the Company, repair or replace such assets with assets of comparable quality;
(u) changed its accounting policies and practices as in effect or change that would be materially adverse to the Business, assets, condition (financial or otherwise), operating results, operations, or business prospects of Seller, taken as a whole, or on the ability of Seller to consummate timely the transactions contemplated hereby (regardless of whether or not such adverse effect or change can be or has been cured at any time or whether Buyer has knowledge of such effect or change on the date hereof)of the latest Reviewed Financial Statements or changed its fiscal year;
(xxvv) amended or authorized its articles of incorporation or bylaws or similar governing documents;
(w) entered into any other material transaction other than in the Ordinary Courseordinary course of business, or changed any material business practice; or
(xxvix) agreed or committed (whether or not in writing) to do any of the foregoing.
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