Common use of Conduct in the Ordinary Course Clause in Contracts

Conduct in the Ordinary Course. Except as set forth in SCHEDULE 3.10, since June 27, 1997, Compass has conducted its business in the ordinary course and there has not occurred: (a) Any change in the assets, liabilities, Business Condition or operating results from that reflected in the Compass Financial Statements at, and for the six months ended, June 27, 1997 and that might reasonably be expected to have a material and adverse affect on the Business Condition of Compass; (b) Any amendments or changes in the charter or Bylaws of Compass; (c) Any damage, destruction or loss, whether covered by insurance or not, materially and adversely affecting the Business Condition of Compass; (d) Any issuance, redemption, repurchase or other acquisition of shares of Compass Capital Stock (other than issuances pursuant to exercise of Compass Options or repurchases of Common Stock at cost in the ordinary course under the terms of agreements relating to Compass Restricted Stock), or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to Compass Capital Stock; (e) Any increase in or modification of the compensation or benefits payable or to become payable by Compass to any of its service providers or changes pursuant to employment agreements currently in effect or changes in position; (f) Any increase in or modification of any bonus, pension, insurance or other employee benefit plan, payment or arrangement (including, without limitation, the granting of stock options, restricted stock awards or stock appreciation rights) made to, for or with any of its service providers; (g) Any (i) sale of the property or assets of Compass individually in excess of $10,000 or in the aggregate in excess of $25,000 other than inventory sales or nonexclusive end user license grants in the ordinary course of business consistent with past practice or (ii) any mortgage, pledge, transfer of a security interest in, or lien created by it, with respect to any of its properties or assets, except liens for taxes not yet due or payable (other than liens arising under existing lease financing arrangements, liens arising in the ordinary course of Compass' business that in the aggregate are not material and liens for Taxes not yet due and payable); (h) Any alteration in any term of any outstanding security of Compass; (i) Any (i) incurrence, assumption or guarantee by Compass of any debt for borrowed money other than trade indebtedness incurred in the ordinary course of business consistent with past practice; (ii) any waiver or compromise by it of a valuable right or of a debt owed to it; (iii) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by it, except that which is not material to its Business Condition; (iv) issuance or sale of any securities convertible into or exchangeable for debt securities of Compass; or (v) issuance or sale of options or other rights to acquire from Compass, directly or indirectly, debt securities of Compass or any securities convertible into or exchangeable for any such debt securities; (j) Any creation or assumption by Compass of any mortgage, pledge, security interest or lien or other encumbrance on any asset (other than liens arising under existing lease financing arrangements, liens arising in the ordinary course of Compass' business that in the aggregate are not material and liens for Taxes not yet due and payable); (k) Any making of any loan, advance or capital contribution to, or investment in, any person other than advances made in the ordinary course of business of Compass consistent with Compass' past practices; (l) Any entry into, amendment of, relinquishment, termination or nonrenewal by Compass of any contract, lease, commitment or other right or obligation other than in the ordinary course of business consistent with past practice; (m) Any transfer or grant of a right under the Compass Intellectual Property Rights (as defined in Section 3.17) other than those transferred or granted in the ordinary course of business consistent with past practice; (n) Any labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any employees of Compass; (o) Any resignation or termination of employment of any of its key employees (and Compass does not know of the impending resignation or termination of employment of any such employee); or (p) Any agreement or arrangement made by Compass to take any action that, if taken prior to the date hereof, would have made any representation or warranty set forth in this Section 3.10 untrue or incorrect as of the date when made.

Conduct in the Ordinary Course. Except as set forth in SCHEDULE 3.10, since June 27September 30, 19971996, Compass FrontLine has conducted its business in the ordinary course and there has not occurred: (a) Any change in the assets, liabilities, Business Condition business condition or operating results from that reflected in the Compass FrontLine Financial Statements at, and for the six months ended, June 27, 1997 and that might reasonably be expected to have a is material and adverse affect on to the Business Condition of CompassFrontLine; (b) Any amendments or changes in the charter Articles or Bylaws of CompassFrontLine; (c) Any damage, destruction or loss, whether covered by insurance or not, materially and adversely affecting the Business Condition of CompassFrontLine; (d) Any issuance, redemption, repurchase or other acquisition of shares of Compass FrontLine Capital Stock (other than issuances pursuant to exercise of Compass FrontLine Options or repurchases of Common Stock at cost in the ordinary course under the terms of agreements relating to Compass FrontLine Restricted Stock), or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to Compass FrontLine Capital Stock; (e) Any increase in or modification of the compensation or benefits payable or to become payable by Compass FrontLine to any of its service providers or changes pursuant to employment agreements currently in effect or changes in position; (f) Any increase in or modification of any bonus, pension, insurance or other employee benefit plan, payment or arrangement (including, without limitation, the granting of stock options, restricted stock awards or stock appreciation rights) made to, for or with any of its service providers; (g) Any (i) sale of the property or assets of Compass FrontLine individually in excess of $10,000 or in the aggregate in excess of $25,000 other than inventory sales or nonexclusive end user license grants in the ordinary course of business consistent with past practice or (ii) any mortgage, pledge, transfer of a security interest in, or lien created by itFrontLine, with respect to any of its properties or assets, except liens for taxes not yet due or payable (other than liens arising under existing lease financing arrangements, liens arising in the ordinary course of Compass' FrontLine's business that in the aggregate are not material and liens for Taxes not yet due and payable); (h) Any alteration in any term of any outstanding security of CompassFrontLine; (i) Any (i) incurrence, assumption or guarantee by Compass FrontLine of any debt for borrowed money other than trade indebtedness incurred in the ordinary course of business consistent with past practice; (ii) any waiver or compromise by it FrontLine of a valuable right or of a debt owed to it; (iii) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by it, except that which is not material to its Business Condition; (iv) issuance or sale of any securities convertible into or exchangeable for debt securities of CompassFrontLine; or (v) issuance or sale of options or other rights to acquire from CompassFrontLine, directly or indirectly, debt securities of Compass FrontLine or any securities convertible into or exchangeable for any such debt securities; (j) Any creation or assumption by Compass FrontLine of any mortgage, pledge, security interest or lien or other encumbrance on any asset (other than liens arising under existing lease financing arrangements, liens arising in the ordinary course of Compass' FrontLine's business that in the aggregate are not material and liens for Taxes not yet due and payable); (k) Any making of any loan, advance or capital contribution to, or investment in, any person other than advances made in the ordinary course of business of Compass consistent with Compass' past practicesFrontLine; (l) Any entry into, amendment of, relinquishment, termination or nonrenewal by Compass FrontLine of any contract, lease, commitment or other right or obligation other than in the ordinary course of business consistent with past practice; (m) Any transfer or grant of a right under the Compass FrontLine Intellectual Property Rights (as defined in Section 3.17) other than those transferred or granted in the ordinary course of business consistent with past practice; (n) Any labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any employees of CompassFrontLine; (o) Any resignation or termination of employment of any of its key employees (employees; and Compass FrontLine does not know of the impending resignation or termination of employment of any such employee); or (p) Any agreement or arrangement made by Compass FrontLine to take any action that, if taken prior to the date hereof, would have made any representation or warranty set forth in this Section 3.10 untrue or incorrect as of the date when made.