Events Subsequent to December Clause Samples

Events Subsequent to December. 31, 2003. Since December 31, 2003, except as set forth in Section 3.5 of the Disclosure Letter, there has been no: (a) change in the business or condition (financial or otherwise), operations, results of operations or prospects of Seller other than changes in the Ordinary Course (which changes have not, individually or in the aggregate, had a Material Adverse Effect); (b) damage, destruction or loss, whether covered by insurance or not, materially affecting the tangible assets of Seller; (c) loss or threatened loss of customer accounts of Seller, provided that, for purposes of this Section 3.5(c), “threatened loss” shall not include negotiation of terms of sale in the Ordinary Course; (d) material adverse change in Seller’s relationship with any of the suppliers, customers, distributors, lessors, licensors, licensees or other third parties which are material to Seller; (e) declaration, setting aside, or payment of any dividend or any distribution (in cash or in kind) with respect to any securities of Seller; (f) sale or direct or indirect redemption, purchase or other acquisition of securities of Seller; (g) increase in or commitment to increase compensation, benefits, or other remuneration to or for the benefit of any employee, shareholder, partner, director, officer, or agent of Seller, or any benefits granted under any Plan with or for the benefit of any such employee, shareholder, director, officer, or agent, except for increases in salary, wages or benefits in the Ordinary Course with respect to employees other than those who are shareholders, partners, officers or directors; (h) transaction entered into or carried out by Seller in connection with the Business, other than in the Ordinary Course or as contemplated by this Agreement; (i) borrowing or incurrence of any indebtedness (including letters of credit and foreign exchange contracts), contingent or otherwise, by or on behalf of Seller, any endorsement, assumption, or guarantee of payment or performance of any such indebtedness or any Liabilities of any other Person by or on behalf of Seller other than in the Ordinary Course; (j) change made with respect to Seller in its Tax or financial accounting or any Tax election; (k) grant of any Lien with respect to the Purchased Assets; (l) transfer of any assets of Seller, other than (i) arm’s-length sales, leases, or dispositions in the Ordinary Course and (ii) sales of products to Seller’s employees consistent with past practice and in an aggregate amou...

Events Subsequent to December. 31, 2004. Since December 31, 2004, except as clearly reflected in the Interim Financial Statements or as set forth on Schedule 3.5 attached hereto, there has been no: (a) change in the business or condition (financial or otherwise), operations or results of operations of the Company, or to the Company's Knowledge, current prospects, other than changes in the Ordinary Course (which changes have not, individually or in the aggregate, had a Material Adverse Effect); (b) damage, destruction or loss, whether covered by insurance or not, affecting the tangible assets of the Company which individually exceeds $25,000 or in the aggregate exceeds $100,000; (c) Material Adverse Effect on the Company's relationship with any of its suppliers, customers, distributors, employees, consultants, lessors, licensors, licensees or other third parties; (d) declaration, setting aside, or payment of any dividend or any distribution (in cash or in kind) with respect to any securities of the Company; (e) sale or direct or indirect redemption, purchase or other acquisition of securities of the Company; (f) increase in or commitment to increase compensation, benefits, or other remuneration to or for the benefit of any employee, shareholder, director, officer, or agent of the Company, or any benefits granted under any Plan with or for the benefit of any such employee, director, officer, or agent, except for increases in salary, wages or benefits in the Ordinary Course which individually exceeds $25,000 or in the aggregate exceeds $100,000; (g) accrual or arrangement, whether direct or indirect, for, or payment of, bonuses or special compensation of any kind, or any severance or termination pay, to any present or former officer, director, or employee of the Company, other than in the Ordinary Course and provided that any such accrual or arrangement does not individually exceed $25,000 or in the aggregate exceed $100,000; (h) labor dispute or activity or proceeding by a labor union or threat thereof or other event or condition of any character that could have a Material Adverse Effect; (i) material transaction entered into or carried out by the Company in connection with the Business other than in the Ordinary Course; (j) borrowing or incurrence of any indebtedness (including letters of credit and foreign exchange contracts), contingent or otherwise, by or on behalf of the Company or any endorsement, assumption, or guarantee of payment or performance of any such indebtedness or any Lia...

Events Subsequent to December. 31, 1994. Since -------------------------------------- December 31, 1994, except as disclosed in Schedule 3.06 hereto or ------------- in the River Bend Financial Statements filed prior to the date hereof, there has been no (a) material adverse change in the financial condition or operating results of River Bend; (b) damage, destruction or loss materially adversely affecting the property or business of River Bend; or (c) declaration, setting aside or payment of any dividend on, or any distribution in respect of, the River Bend Stock, other than (i) a dividend of $12.00 per share with respect to the Preferred Stock payable to the shareholders of record on January 24, 1995 and paid on January 31, 1995, (ii) a dividend of $0.09 per share with respect to the Class I Common Stock and Class II Common Stock payable to shareholders of record on February 17, 1995 and paid on February 24, 1995, (iii) a dividend of $0.09 per share with respect to the Class I Common Stock and Class II Common Stock payable to shareholders of record on May 18, 1995 and paid on May 25, 1995 and (iv) a dividend of $0.09 per share with respect to the Class I Common Stock and Class II Common Stock payable to shareholders of record on August 31, 1995 and payable on August 31, 1995.

Events Subsequent to December. 31, 1996. Since December 31, 1995, there have been no adverse changes in the condition of the assets, liabilities, business, operations, prospects or properties of the Business, or in the financial condition or earnings of the Business as shown in the Seller Financial Statements, other than changes in the ordinary course of the operation of the Business which, individually or in the aggregate, are not material, Seller has not entered into any material transaction not in the usual and ordinary course of the operation of the Business, and the Business assets, business, operations, prospects or properties have not been adversely affected in any material way as a result of any fire, accident or other casualty or by any act of God. Without limiting the generality of the foregoing, since December 31, 1995: 6.4.1. Seller has not done (or failed to do, as the case may be) any of the following in respect of the Business: (i) sold, assigned, transferred or otherwise disposed of, or removed or permitted to be removed from any Real Estate (as hereinafter defined) or any building or structure thereon, any assets of Seller or any assets used or useful in its business or operations of the type that, but for such sale or other event described above, would have been includable in the Purchased Assets; (ii) waived or cancelled any rights of value or amended, modified, altered, terminated, cancelled or allowed to expire (to the extent renewable) any lease, contract, agreement or understanding; (iii) made, accrued or become liable for any bonus, profit sharing or incentive payment or, directly or indirectly, increased or granted an increase in the rate of compensation or any benefit payable or to become payable by Seller to its employees, except for those payments, liabilities or increases made, incurred or payable in the ordinary course of business; (iv) taken or permitted any act or omission constituting a breach or default under any contract, indenture, agreement or understanding by which Seller or its properties is or was bound; (v) failed to use reasonable efforts or to act in good faith (a) to preserve the assets and business of Seller, (b) to keep available the services of Seller's present employees, agents and representatives, (c) to preserve the goodwill of Seller's customers, suppliers, and all others having business with Seller, (d) to conduct and operate Seller's business, and maintain Seller's books, accounts and records, in the customary manner, in a prudent and...

Events Subsequent to December. 31, 2014. Except as set forth on Schedule 3(v) of the Disclosure Schedule, since December 31, 2014: (i) BST and We Sell have not sold, leased, transferred, or assigned any of its assets, tangible or intangible, except for transfers in the Ordinary Course of Business and except for any pre-closing distribution of cash from We Sell to BST and from BST to the Sellers; (ii) BST and We Sell have not entered into any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $50,000 and outside the Ordinary Course of Business; (iii) No party (including BST or We Sell) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $50,000 to which BST or We Sell is a party or by which either of them is bound; (iv) BST and We Sell have not imposed or allowed to occur any Lien upon any of its material assets, tangible or intangible, other than in the Ordinary Course of Business; (v) BST and We Sell have not made any capital expenditure (or series of related capital expenditures) involving more than $50,000 and outside the Ordinary Course of Business; (vi) BST and We Sell have not 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) involving more than $50,000 and outside the Ordinary Course of Business; (vii) BST and We Sell have not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than $50,000, singly or in the aggregate; (viii) BST and We Sell have not delayed or postponed the payment of accounts payable and other liabilities other than in the Ordinary Course of Business; (ix) BST and We Sell have not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $50,000 and outside the Ordinary Course of Business; (x) BST and We Sell have not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property other than in the Ordinary Course of Business; (xi) There has been no change made or authorized in the Certificate of Incorporation, Bylaws, Articles of Organization or Operating Agreement (or Limited ...

Events Subsequent to December. 31, 1998. Except as set forth in Section 5.9 of the Disclosure Schedule, since December 31, 1998, there has not been any event, occurrence, incident, action, failure to act, transaction or circumstance outside the Ordinary Course of Business or that has had or could reasonably be expected to have a Material Adverse Effect as to BBP, and since December 31, 1998, BBP has not taken any action outside of the Ordinary Course of Business or that has had or could reasonably be expected to have Material Adverse effect as to BBP, including, but not limited to: (i) establish or materially increase any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, option (including the granting of options or performance awards) or other employee benefit plan, or otherwise materially increase the compensation payable to or to become payable to any key employee, except in the Ordinary Course of Business or as may be required by law or applicable employment agreement or collective bargaining agreement; (ii) declare, set aside or pay any distributions (whether in cash, shares or other property) in respect of the BBP Shares; (iii) amend any of the Charter Documents; or (iv) enter into any settlement or other material agreement with any of its Affiliates or Shareholders or waive any right pursuant to the Affiliate Obligations.

Events Subsequent to December. 31, 1998. Except as set forth on the Disclosure Schedule, since December 31, 1998, (a) there has not been any material adverse change in the business, operations, or future prospects of the CP Division, the El Paso IT Business and the Acquired Assets, taken as a whole (provided, however, that the failure to enter into the SBC Agreement shall not be deemed to be a material adverse change), and (b) there has not been any material adverse occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the CP Division, the El Paso IT Business and the Acquired Assets, except as contemplated by this Agreement.

Events Subsequent to December. 31, 1997. Since December 31, 1997, neither Seller nor any of its Affiliates have, except as set forth in Section 5.16 of the Disclosure Schedule: (i) mortgaged, pledged or caused to be created a security interest with respect to any of the Assets; (ii) suffered any damage, destruction, or loss materially adversely affecting the Assets or the Business relative to the Products or the ability of Seller to perform any of its obligations under this Agreement or the Operative Agreements, sold, transferred or assigned any of the Assets, other than in the ordinary course of business; (iii) been involved in any labor dispute which materially and adversely affected or is likely to materially adversely affect the Assets or the Business relative to the Products or the ability of Seller to perform any of its obligations under this Agreement or the Operative Agreements (other than as may result from the effects bargaining negotiations currently being undertaken by Seller with regard to the union employees at the Facility); or (iv) suffered any material adverse change in the Business or the Assets which materially and adversely affected the value or utility of the Assets, the well-being of the Business relative to the Products or the ability of Seller to perform any of its obligations under this Agreement or the Operative Agreements (other than the voluntary recall and/or suspension of sales of Fluogen and Pitocin(R)).

Events Subsequent to December. 31, 1996. Since December 31, -------------------------------------- 1996, there has not been any material adverse change in the assets, liabilities, income, business, operations or prospects of the Company. Since December 31, 1996, except as set forth in Schedule II hereto or as contemplated hereby, the Company has not (i) issued any stock, bonds or other securities, (ii) borrowed any amount or incurred any liabilities (absolute or contingent), except current liabilities incurred, and liabilities under contracts entered into, in the ordinary course of business, (iii) discharged or satisfied any lien or incurred or paid any obligation or liability (absolute or contingent other than current liabilities shown on its balance sheet as of December 31, 1996 referred to in Section 2.9 hereof and current liabilities incurred since that date; in the ordinary course of business, (iv) declared or made any payment or distribution to stockholders or purchased or redeemed any shares of its capital stock or other securities or interests, (v) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, other than liens of current real property taxes not yet due and payable, (vi) sold, assigned or transferred any of its tangible assets, except in the ordinary course of business, or canceled any debts or claims, (vii) sold, assigned or transferred any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, (viii) made any changes in officer compensation, or (ix) entered into any transaction except in the ordinary course of business.