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, there has not been any adverse change in the business, financial condition, operations, results of operations, future prospects or anticipated profitability of Prestige. Without limiting the generality of the foregoing, since that date: (i) Prestige has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than in the ordinary course of business; (ii) Prestige has not entered into any agreement, contract, loan, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than Ten Thousand Dollars ($10,000) or other than in the ordinary course of business; (iii) No party (including Prestige) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than Ten Thousand Dollars ($10,000) to which Prestige is a party or by which it is bound; (iv) Prestige has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) Prestige has not made any capital expenditure (or series of related capital expenditures) either involving more than Ten Thousand Dollars ($10,000) or other than in the ordinary course of business; (vi) Prestige has 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 Ten Thousand Dollars ($10,000) in the aggregate; (vii) Prestige has not delayed or postponed the payment of accounts payable and other Liabilities other than in the ordinary course of business; (viii) Prestige has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than Ten Thousand Dollars ($10,000) or other than in the ordinary course of business; (ix) Prestige has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (x) Except for the distribution to Shareholders of an aggregate amount of $80,000.00 prior to Closing (the "Distribution"), Prestige has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock and with respect to the Distribution, all rquisite corporate actions were taken to legally authorize and properly make the Distribution; (xi) Prestige has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (xii) Prestige has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (xiii) Prestige has not granted any increase in the base compensation of any of its directors, officers, and employees other than in the ordinary course of business; (xiv) Prestige has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); and (xv) There has not been any other occurrence, event, incident, action, failure to act, or transaction other than in the ordinary course of business involving Prestige and Prestige has not committed to any of the foregoing.

Events Subsequent to the Balance Sheet Date. Since the Balance Sheet Date, there has not been any adverse change in the business, financial condition, operations, results of operations, or future prospects or anticipated profitability of Prestigethe Seller. Without limiting the generality of the foregoing, since that date: (ia) Prestige the Seller has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than in for a fair consideration of the ordinary course Ordinary Course of businessBusiness; (iib) Prestige the Seller has not entered into any agreement, contract, loan, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than Ten Thousand Dollars ($10,000) or other than in outside the ordinary course Ordinary Course of businessBusiness; (iiic) No no party (including Prestigethe Seller) has accelerated, terminated, modified, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than Ten Thousand Dollars ($10,000) 10,000 to which Prestige Seller is a party Party or by which it is bound; (ivd) Prestige Seller has not imposed any Security Interest Encumbrance upon any of its assets, tangible or intangible; (ve) Prestige Seller has not made any capital expenditure (or series of related capital expenditures) either involving more than Ten Thousand Dollars ($10,000) 5,000 or other than in outside the ordinary course Ordinary Course of businessBusiness; (vif) Prestige Seller has 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) either involving more than $5,000 or outside the Ordinary Course of Business; (g) Seller has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than Ten Thousand Dollars ($10,000) 5,000 singly or in the aggregate; (viih) Prestige Seller has not delayed or postponed the payment of accounts payable and or other Liabilities other than in liabilities outside the ordinary course Ordinary Course of businessBusiness; (viiii) Prestige Seller has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than Ten Thousand Dollars ($10,000) 5,000 or other than in outside the ordinary course Ordinary Course of businessBusiness; (ixj) Prestige Seller has not issued, sold, granted any license or otherwise disposed sublicense of any of its capital stock, rights under or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (x) Except for the distribution to Shareholders of an aggregate amount of $80,000.00 prior to Closing (the "Distribution"), Prestige has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock and with respect to the Distribution, all rquisite corporate actions were taken to legally authorize and properly make the Distribution;Intellectual Property. (xik) Prestige Seller has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its propertyany Leased Real Property; (xiil) Prestige has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (xiii) Prestige Seller has not granted any increase in the base compensation of any of its directors, officers, and or employees other than in outside the ordinary course Ordinary Course of businessBusiness; (xivm) Prestige Seller has not adopted, amended, modified, or terminated made any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment change in employment terms for the benefit of any of its directors, officers, and or employees (or taken any such action with respect to any other Employee Benefit Plan); andoutside the Ordinary Course of Business; (xvn) There there has not been any other occurrence, event, incident, action, failure to act, act or transaction other than in outside the ordinary course Ordinary Course of business Business involving Prestige and Prestige Seller; and (o) Seller has not committed to any of the foregoingforegoing items in (a) - (n).