Common use of Certain Developments Clause in Contracts

Certain Developments. Except as set forth on Schedule 4.06 or as otherwise contemplated by this Agreement, during the period beginning on December 31, 2013, and ending on the Closing Date, the Company has not: (a) sold, leased, transferred, or assigned any of its material assets, tangible or intangible (including Proprietary Rights) other than inventory sold for a fair consideration in the ordinary course of business; (b) entered into any Contract or Permit (or series of related Contracts and Permits), either (i) involving more than $50,000 (individually or in the aggregate), or (ii) outside the ordinary course of business; (c) entered into any Contract with any Governmental Entity or accelerated, terminated, modified, or cancelled any Contract with any Governmental Entity to which the Company is a party or by which it is bound; (d) entered into any Contract (or series of related Contracts) with any Related Person or Affiliate of the Company or any Selling Party; (e) waived any right of material value; (f) accelerated, terminated, modified, or cancelled any Contract (or series of related Contracts) involving more than $50,000 (individually or in the aggregate) to which the Company is a party or by which it is bound; (g) imposed (or allowed to be imposed) any Lien (other than Permitted Liens) upon any of its assets, tangible or intangible (including any Proprietary Rights); (h) made any capital expenditure (or series of related capital expenditures) either involving more than $50,000 or outside the ordinary course of business; (i) 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); (j) issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any Indebtedness; (k) delayed or postponed the payment of accounts payable and other Liabilities outside the ordinary course of business; (l) 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 interests (other than pursuant to the Option Cancellation Agreements); (m) entered into any employment Contract or collective bargaining agreement, written or oral, or modified the terms of any such existing Contract or agreement; (n) 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; (o) 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); (p) 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 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; (q) made or granted any bonus or any wage, salary or compensation increase in excess of $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); (r) transferred, assigned or granted any license or sublicense of any rights under or with respect to any Proprietary Right; (s) experienced any material damage, destruction or 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 material 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 on the date of the latest Audited Financial Statements or changed its fiscal year; (v) amended its articles of incorporation or bylaws or similar governing documents; (w) entered into any other material transaction other than in the ordinary course of business, or changed any material business practice; or (x) agreed or committed (whether or not in writing) to do any of the foregoing.

Certain Developments. Except as set forth on Schedule 4.06 or as otherwise contemplated by this Agreement4.06, during the period beginning on December 31, 20132014, and ending on the Closing Date, no member of the Company has notGroup has: (a) sold, leased, transferred, or assigned any of its material assets, tangible or intangible (including Proprietary Rights) other than inventory sold for a fair consideration in the ordinary course of business; (b) entered into any Contract or Permit (or series of related Contracts and Permits), either (i) involving more than $50,000 (individually or in the aggregate), or (ii) outside the ordinary course of business; (c) entered into any Contract with any Governmental Entity or accelerated, terminated, modified, or cancelled any Contract with any Governmental Entity to which such member of the Company Group is a party or by which it is bound; (d) entered into any Contract (or series of related Contracts) with any Related Person or Affiliate of any member of the Company Group or any Selling PartySeller; (e) waived any right of material value; (f) accelerated, terminated, modified, or cancelled any Contract (or series of related Contracts) involving more than $50,000 (individually or in the aggregate) to which any member of the Company Group is a party or by which it is bound; (g) imposed (or allowed to be imposed) any Lien (other than Permitted Liens) upon any of its assets, tangible or intangible (including any Proprietary Rights); (h) made any capital expenditure (or series of related capital expenditures) either involving more than $50,000 or outside the ordinary course of business; (i) 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); (j) issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any Indebtedness; (k) delayed or postponed the payment of accounts payable and other Liabilities outside the ordinary course of business; (l) 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 interests (other than pursuant to the Option Cancellation Agreements)interests; (m) entered into any employment Contract or collective bargaining agreement, written or oral, or modified the terms of any such existing Contract or agreement; (n) 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; (o) 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); (p) 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 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; (q) made or granted any bonus or any wage, salary or compensation increase in excess of $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); (r) transferred, assigned or granted any license or sublicense of any rights under or with respect to any Proprietary Right; (s) experienced any material damage, destruction or 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 material casualty, loss or damage, to any assets of any member of the CompanyCompany Group, repair or replace such assets with assets of comparable quality; (u) changed its accounting policies and practices as in effect on the date of the latest Audited Reviewed Financial Statements or changed its fiscal year; (v) amended its articles certificate of incorporation formation or bylaws operating agreement or similar governing documents; (w) entered into any other material transaction other than in the ordinary course of business, or changed any material business practice; or (x) agreed or committed (whether or not in writing) to do any of the foregoing.