Common use of Changes or Events Clause in Contracts

Changes or Events. Except as set forth in Schedule 2.12, during the period from January 1, 1999 to the date of this Agreement none of the following has occurred with respect to either the Target Corporation: (a) any change in the financial condition, assets, Liabilities, business, prospects or operations, other than changes in the regular, normal and ordinary course of business consistent with past custom or practice, which alone or in the aggregate could have a Material Adverse Effect on the Target Corporation or the Business; (b) any damage, destruction or loss, as a result of fire, storm casualty, other acts of God or theft of a substantial amount of Fixtures and Equipment, whether or not covered by insurance, adversely affecting the Target Corporation or any of their assets which alone or in the aggregate could be reasonably be expected to have a Material Adverse Effect on the Target Corporation or the Business; (c) any disposition of or Encumbrance or agreement to dispose of or place an Encumbrance upon any of the Target Corporation's assets, other than dispositions in the regular, normal and ordinary course of business, consistent with past custom or practice and Permitted Encumbrances; (d) any transaction relating to the Target Corporation involving over $5,000 entered into by the Target Corporation other than in the regular, normal and ordinary course of business consistent with past custom or practice; (e) any adverse event of default, cancellation or termination of any Contract involving over $5,000 between the Target Corporation and any party thereto; (f) any Liability involving over $5,000 incurred by the Target Corporation, except Liabilities incurred and obligations under Contracts entered into, in the regular, normal and ordinary course of the Target Corporation's business; (g) any capital expenditure or commitment for addition to property, plant or equipment of the Target Corporation involving over $5,000; (h) any agreement or commitment by the Target Corporation to do or take any of the actions referred to in paragraphs (a) through (h) of this Section 2.12.

Changes or Events. Except as set forth in Schedule 2.12, during the period from January 1, 1999 to the date of this Agreement none None of the following has occurred with respect to either the Target Corporation: : (a) any change in the financial condition, assets, Liabilities, business, prospects or operations, other than changes in the regular, normal and ordinary course of business consistent with past custom or practice, which alone or in the aggregate could have a Material Adverse Effect on the Target Corporation or the Business; ; (b) any damage, destruction or loss, as a result of fire, storm casualty, other acts of God or theft of a substantial amount of Fixtures and Equipment, whether or not covered by insurance, adversely affecting the Target Corporation or any of their assets which alone or in the aggregate could be reasonably be expected to have a Material Adverse Effect on the Target Corporation or the Business; ; (c) any disposition of or Encumbrance or agreement to dispose of or place an Encumbrance upon any of the Target Corporation's assets, other than dispositions in the regular, normal and ordinary course of business, consistent with past custom or practice and Permitted Encumbrances; ; (d) any transaction relating to the Target Corporation involving over $5,000 2,000 entered into by the Target Corporation other than in the regular, normal and ordinary course of business consistent with past custom or practice; ; (e) any adverse event of default, cancellation or termination of any Contract involving over $5,000 2,000 between the Target Corporation and any party thereto; ; (f) any Liability involving over $5,000 2,000 incurred by the Target Corporation, except Liabilities incurred and obligations under Contracts entered into, in the regular, normal and ordinary course of the Target Corporation's business; ; (g) any capital expenditure or commitment for addition to property, plant or equipment of the Target Corporation involving over $5,000; 2,000; (h) any agreement or commitment by the Target Corporation to do or take any of the actions referred to in paragraphs (a) through (h) of this Section 2.125.12.