Common use of Changes in Condition Clause in Contracts

Changes in Condition. Except as specifically contemplated by this Agreement since the Balance Sheet Date: (a) no Group Company has entered into any transaction except in its ordinary course of business: (b) there has been no Material Adverse Event with respect to any Group Company: (c) no Group Company has incurred any tax liability except in the ordinary course of business; (d) there has been no resignation or termination of employment of any member among the Senior Management of any Group Company, and there is no impending resignation or termination of employment of any member among the Senior Management of any Group Company that, if consummated, would constitute a Material Adverse Event; (e) there has been no labor dispute involving any Group Company or any of its respective employees and none is pending or threatened that could result in a Material Adverse Event; (f) there has been no waiver by any Group Company of a valuable right or debt owing to such member which would constitute a Material Adverse Event, (g) there has not been any satisfaction or discharge of any lien, claim, or encumbrance, or any payment of any obligation by any Group Company, except in the ordinary course of business and (h) there has been no change to a contract or arrangement by which or to which any Group Company or any of its assets or properties is bound or subject.

Changes in Condition. Except as specifically contemplated by this Agreement and pursuant to the Plan of Restructuring, and the Actoz Dispute, since the Balance Sheet Date: (a) no none of the members of the Company Group Company has entered into any transaction except which was not in its the ordinary course of business: ; (b) there has been no Material Adverse Event with respect to any Group Company: member of the Company Group; (c) no none of the members of the Company Group Company has incurred any material tax liability except in the ordinary course of business; (d) there has been no resignation or termination of employment of any member among the Senior Management Manager of any Group Companymember of the Company Group, and to the Warrantors' actual knowledge, there is no impending resignation or termination of employment of any member among the Senior Management Manager of any member of the Company Group Company that, if consummated, would constitute a Material Adverse Event; (e) there has been no labor dispute involving any member of the Company Group Company or any of its respective employees and and, to the Warrantors' Knowledge, none is pending or threatened that could result in a Material Adverse Event; (f) there has been no waiver by any member of the Company Group Company of a valuable right or debt owing to such member which would constitute a Material Adverse Event, (g) there has not been any satisfaction or discharge of any material lien, claim, or encumbrance, or any payment of any material obligation by any Group Companymember of the Company Group, except in the ordinary course of business and (h) there has been no material change to a material contract or arrangement by which or to which any member of the Company Group Company or any of its assets or properties is bound or subject.

Changes in Condition. Except as specifically contemplated by this Agreement and pursuant to the Restructuring Documents, since the Balance Sheet Date: : (a) no Group Company has entered into any transaction except in its ordinary course of business: ; (b) there has been no Material Adverse Event with respect to any Group Company: ; (c) no Group Company has incurred any tax Tax liability except in the ordinary course of business; (d) there has been no resignation or termination of employment of any member among the Senior Management Team of any Group Company, and there is no impending resignation or termination of employment of any member among the Senior Management Team of any Group Company that, if consummated, would constitute a Material Adverse Event; (e) there has been no labor dispute involving any Group Company or any of its respective employees and none is pending or threatened that could result in a Material Adverse Event; (f) there has been no waiver by any Group Company of a valuable right or debt owing to such member which would constitute a Material Adverse Event, (g) there has not been any satisfaction or discharge of any lien, claim, or encumbranceEncumbrance, or any payment of any obligation by any Group Company, except in the ordinary course of business and (h) there has been no change to a contract or arrangement by which or to which any Group Company or any of its assets or properties is bound or subject.

Changes in Condition. Except as specifically contemplated by this Agreement and pursuant to the Restructuring Documents, since the Balance Sheet Date: : (a) no Group Company has entered into any transaction except in its ordinary course of business: ; (b) there has been no Material Adverse Event with respect to any Group Company: ; (c) no Group Company has incurred any tax Tax liability except in the ordinary course of business; (d) there has been no resignation or termination of employment of any member among the Senior Management Team of any Group Company, and there is no impending resignation or termination of employment of any member among the Senior Management Team of any Group Company that, if consummated, would constitute a Material Adverse Event; (e) there has been no labor dispute involving any Group Company or any of its respective employees and none is pending or threatened that could result in a Material Adverse Event; (f) 26 <PAGE> there has been no waiver by any Group Company of a valuable right or debt owing to such member which would constitute a Material Adverse Event, (g) there has not been any satisfaction or discharge of any lien, claim, or encumbranceEncumbrance, or any payment of any obligation by any Group Company, except in the ordinary course of business and (h) there has been no change to a contract or arrangement by which or to which any Group Company or any of its assets or properties is bound or subject.

Changes in Condition. Except as specifically contemplated by this Agreement since Since the Balance Sheet DateDate and to the Knowledge of each Warrantor: (a) no Group Company has entered into any transaction except in its ordinary course of business: ; (b) there has been no Material Adverse Event with respect to any Group Company: ; (c) no Group Company has incurred any tax liability except in the ordinary course of business; (d) there has been no resignation or termination of employment of any member among the Senior Management Manager of any Group Company, and there is no impending resignation or termination of employment of any member among the Senior Management Manager of any Group Company that, if consummated, would constitute a Material Adverse EventEvent with respect to the Group Company; (e) there has been no labor dispute involving any Group Company or any of its respective employees and none is pending or threatened that could result in a Material Adverse EventEvent with respect to the Group Company; (f) there has been no waiver by any Group Company of a valuable right or debt owing to such member which would constitute a Material Adverse EventEvent with respect to the Group Company, (g) there has not been any satisfaction or discharge of any lien, claim, or encumbrance, or any payment of any obligation by any Group Company, except in the ordinary course of business and (h) there has been no change to a contract or arrangement by which or to which any Group Company or any of its assets or properties is bound or subjectsubject that could result in a Material Adverse Event with respect to the Group Company.

Changes in Condition. Except as specifically contemplated by this Agreement pursuant to the Restructuring, since the Balance Sheet DateDate and to the Knowledge of each Warrantor: (a) no Group Company has entered into any transaction except in its ordinary course of business: ; (b) there has been no Material Adverse Event with respect to any Group Company: ; (c) no Group Company has incurred any tax liability except in the ordinary course of business; (d) there has been no resignation or termination of employment of any member among the Senior Management Manager of any Group Company, and there is no impending resignation or termination of employment of any member among the Senior Management Manager of any Group Company that, if consummated, would constitute a Material Adverse EventEvent with respect to the Group Company; (e) there has been no labor dispute involving any Group Company or any of its respective employees and none is pending or threatened that could result in a Material Adverse EventEvent with respect to the Group Company; (f) there has been no waiver by any Group Company of a valuable right or debt owing to such member which would constitute a Material Adverse EventEvent with respect to the Group Company, (g) there has not been any satisfaction or discharge of any lien, claim, or encumbrance, or any payment of any obligation by any Group Company, except in the ordinary course of business and (h) there has been no change to a contract or arrangement by which or to which any Group Company or any of its assets or properties is bound or subjectsubject that could result in a Material Adverse Event with respect to the Group Company.