Common use of Interim Changes Clause in Contracts

Interim Changes. Except as set forth on Schedule 4.32, since the financials for the fiscal year ended December 31, 2006, there has been no: (a) change in the condition, financial or otherwise, of the Company, which had, or would reasonably be expected to have, a Material Adverse Effect; (b) material loss, damage or destruction of or to any of the Company’s assets, individual or in the aggregate, whether or not covered by insurance; (c) sale, lease, transfer or other disposition by the Company of, or the imposition of any Lien (other than Permitted Liens) on, any portion of the Company’s assets, other than the sale of assets in the ordinary course of the Company’s business; (d) increase in the compensation payable by the Company to employees, directors, independent contractors or consultants, or any change to any of the Benefit Plans set forth on Schedule 4.13, or institution of any new Benefit Plan; (e) adjustment or write-off of accounts receivable not reflected in the Historical Financials or any change in the collection, payment or credit experience or practices of the Company; (f) change in the Tax or cash basis accounting methods or practices employed by the Company or change in depreciation or amortization policies; (g) issuance or sale by the Company, or any Contract entered into by the Company for the issuance or sale, of any shares of Stock or securities convertible into or exchangeable for Stock of the Company; (h) merger, consolidation or similar transaction involving the Company; (i) strike, work stoppage or other labor dispute adversely affecting the Business; (j) termination, waiver or cancellation of any material rights or claims of the Company, under any Contract or otherwise; (k) incurrence of indebtedness outside of the ordinary course of business; (l) new Contract (or amendment to any existing Contract) obligating the Company to purchase or provide goods or services, any amendment or termination of any Contract or license relating to the Business or any waiver of material claims or rights of the Company against third parties in each case outside the ordinary course of business; (m) agreement, arrangement or transaction between the Company and any Affiliate of the Company; (n) creation of any new employment or consulting positions and the hiring of any personnel for such positions with an annual salary in excess of $*. (o) other transaction not in the ordinary course of the Business and consistent with past practice of the Business that, individually or in the aggregate, could have a Material Adverse Effect; or (p) binding commitment with respect to any of the foregoing.

Interim Changes. Except as set forth on Schedule 4.32, since the financials for the fiscal year ended December 31balance sheet dated September 30, 20062008, there has been no: (a) change in the condition, financial or otherwise, of the Company, which had, or would reasonably be expected to have, a Material Adverse EffectEffect on the Company; (b) material loss, damage or destruction of or to any of the Company’s assets, individual or in the aggregate, whether or not covered by insurance; (c) sale, lease, transfer or other disposition by the Company of, or the imposition of any Lien (other than Permitted Liens) on, any portion of the Company’s assets, other than the sale of assets in the ordinary course of the Company’s business; (d) increase in the compensation payable by the Company to employees, directors, independent contractors or consultants, or any change to any of the Benefit Plans set forth on Schedule 4.13, or institution of any new Benefit Plan; (e) adjustment or write-off of accounts receivable not reflected in the Historical Financials or any change in the collection, payment or credit experience or practices of the Company; (f) change in the Tax or cash basis accounting methods or practices employed by the Company or change in depreciation or amortization policies; (g) issuance or sale by the Company, or any Contract entered into by the Company for the issuance or sale, of any shares of Stock or securities convertible into or exchangeable for Stock capital stock of the Company; (h) merger, consolidation or similar transaction involving the Company; (i) strike, work stoppage or other labor dispute adversely affecting the Business; (j) termination, waiver or cancellation of any material rights or claims of the Company, under any Contract or otherwise; (k) incurrence of indebtedness outside of the ordinary course of business; (l) new Contract (or amendment to any existing Contract) obligating the Company to purchase or provide goods or services, any amendment or termination of any Contract or license relating to the Business or any waiver of material claims or rights of the Company against third parties in each case outside the ordinary course of business; (m) agreement, arrangement or transaction between the Company and any Affiliate of the Company; (n) creation of any new employment or consulting positions and the hiring of any personnel for such positions with an annual salary in excess of $*30,000. (o) other transaction not in the ordinary course of the Business and consistent with past practice of the Business that, individually or in the aggregate, could have a Material Adverse EffectEffect on the Company; or (p) binding commitment with respect to any of the foregoing.

Interim Changes. Except as set forth on Schedule 4.324.36, since the financials for the fiscal year ended December 31, 2006, there has been no: (a) change in the condition, financial or otherwise, of the Company, which had, or would reasonably be expected to have, a Material Adverse Effect; (b) material loss, damage or destruction of or to any of the Company’s assets, individual individually or in the aggregate, whether or not covered by insurance; (c) sale, lease, transfer or other disposition by the Company of, or mortgages or pledges of or the imposition of any Lien (other than Permitted Liens) on, any portion of the Company’s assets, other than the sale of assets in the ordinary course of the Company’s business; (d) increase in the compensation payable by the Company to employees, directors, independent contractors or consultants, or any change to any of the Benefit Plans set forth on Schedule 4.13, or institution of any new Benefit Plan; (e) adjustment or write-off of accounts receivable not reflected in the Historical Financials or any change in the collection, payment or credit experience or practices of the Company; (f) change in the Tax or cash basis accounting methods or practices employed by the Company or change in depreciation or amortization policies; (g) issuance or sale by the Company, or any Contract entered into by the Company for the issuance or sale, of any shares of Stock Interests or securities convertible into or exchangeable for Stock Interests of the Company; (h) payment by the Company of any dividend, distribution or extraordinary or unusual disbursement or expenditure, except for any dividends or distributions to the Seller’s related to the Company’s status as a so-called “S corporation” consistent with past practice, and distributions to be made to Sellers prior to Closing as contemplated by this Agreement; (i) merger, consolidation or similar transaction involving the Company; (ij) strike, work stoppage or other labor dispute adversely affecting the Business; (jk) termination, waiver or cancellation of any material rights or claims of the Company, under any Contract or otherwise; (kl) incurrence of indebtedness outside of the ordinary course of business; (lm) new Contract (or amendment to any existing Contract) obligating the Company to purchase or provide goods or services, any amendment or termination of any Contract or license relating to the Business or any waiver of material claims or rights of the Company against third parties in each case outside the ordinary course of business; (mn) agreement, arrangement or transaction between the Company and any Affiliate of the Company; (no) creation of any new employment or consulting positions and the hiring of any personnel for such positions with an annual salary in excess of $*30,000. (op) other transaction not in the ordinary course of the Business and consistent with past practice of the Business that, individually or in the aggregate, could have a Material Adverse Effect; or (pq) binding commitment with respect to any of the foregoing.