Common use of Events Subsequent to the Balance Sheet Date Clause in Contracts

Events Subsequent to the Balance Sheet Date. Since the Balance Sheet Date, the Target Companies and the Target Subsidiaries have operated in the Ordinary Course of Business and there has not been a change, event, development or effect which, individually or in the aggregate, has had a Material Adverse Change. Without limiting the generality of the foregoing, since that date: (a) none of the Target Companies or Target Subsidiaries has sold, leased, transferred, or assigned any assets, tangible or intangible, outside the Ordinary Course of Business; (b) none of the Target Companies or Target Subsidiaries has entered into, renewed or amended in any material respect any Material Contract; (c) no party (including the Target Companies and Target Subsidiaries) has accelerated, terminated, made material modifications to, or canceled any Material Contract except in the Ordinary Course of Business; (d) none of the Target Companies or Target Subsidiaries has made any material capital expenditures outside the Ordinary Course of Business in excess of $3,000,000; (e) none of the Target Companies or Target Subsidiaries has made any capital investment in, or any loan to, any other Person in excess of $3,000,000, except any such investments or loans that constitute Intercompany Receivables; (f) none of the Target Companies or Target Subsidiaries has issued, sold, or otherwise disposed of any of its capital stock or other equity interests, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or other equity interests; (g) none of the Target Companies or Target Subsidiaries has declared, set aside, or paid any dividend or made any distribution with respect to its capital stock or other equity interests (whether in Cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock or other equity interests; (h) none of the Target Companies or Target Subsidiaries has experienced any damage, destruction, or loss (whether or not covered by insurance) to its material properties in excess of $3,000,000 per occurrence; (i) none of the Target Companies or Target Subsidiaries has made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (j) except in the Ordinary Course of Business or as otherwise required by applicable Law, none of the Target Companies or Target Subsidiaries has, with respect to the twenty (20) most highly compensated directors, officers or employees of the Target Companies and Target Subsidiaries taken together, (i) increased the compensation, bonus or pension or welfare benefits of, or made any new equity awards to, any director, officer or employee of any Target Company or Target Subsidiary other than as required by Contract and other than annual merit based increases in the Ordinary Course of Business, (ii) established, adopted, amended or terminated any Employee Benefit Plan or Employee Pension Benefit Plan or amended the terms of any outstanding equity-based awards, or (iii) taken any action to accelerate the vesting or payment, or funding or in any other way securing the payment, of compensation or benefits under any Employee Benefit Plan or Employee Pension Benefit Plan, to the extent not already provided in any such Employee Benefit Plan or Employee Pension Benefit Plan; (k) none of the Target Companies or Target Subsidiaries has made or changed any material tax election or Tax method of accounting, settled or compromised any material Tax liability, filed any material Tax Return other than in accordance with past practice, materially amended any Tax Return, or entered into any closing agreement, unless doing so would not have an adverse effect on any of the Target Companies or the Target Subsidiaries for Post-Closing Tax Periods; and (l) none of the Target Companies or Target Subsidiaries have committed to any of the foregoing (to the extent prohibited by Sections 4.7(a)-(k) above).