Common use of Material Events Clause in Contracts

Material Events. Since December 31, 1997, there has not been with respect to the Company or any of its Subsidiaries: (a) any material adverse change in their properties, business, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise) which could reasonably be expected to result in a Material Adverse Effect; or (b) any damage, destruction or loss to the properties or assets of the Company or any of its Subsidiaries, whether or not covered by insurance, that has or could reasonably be expected to have a Material Adverse Effect or that in the aggregate exceed $100,000; or (c) any loss or waiver by the Company or any of its Subsidiaries of any right, not in the ordinary course of business, or any material debt owed to it; or (d) other than the sales of assets in the ordinary course of business (including pursuant to sale leaseback transactions), any sale, transfer or other disposition of, or agreement to sell, transfer or otherwise dispose of, any assets by the Company or any of its Subsidiaries in excess of $100,000 in the aggregate, or any cancellation or agreement to cancel any debts or claims of the Company or any of its Subsidiaries; or (e) other than dividends payable on the currently outstanding Preferred Stock, any declaration or setting aside or payment of any dividend (whether in cash, property or stock) or any distribution (whether in cash, property or stock) or other payment with respect to any of the Capital Stock of the Company or any of its Subsidiaries, or any repurchase, purchase or other acquisition of, or agreement to repurchase, purchase or otherwise acquire, any of the Company's or any of its Subsidiaries' capital stock; or (f) any amendment or termination of any contract, agreement or license to which the Company or any of its Subsidiaries is a party or by which it is bound, except where such amendment or termination could not be reasonably expected to have a Material Adverse Effect; or (g) any resignation or termination of employment of any Key Employee, and there is no impending or threatened resignation or resignations or termination or terminations of employment of any Key Employee; or (h) any labor dispute (including, without limitation, any negotiation, or request for negotiation, for any labor representation or any labor contract) affecting the Company or any of its Subsidiaries; or (i) any application of any existing (or the enactment of any new) Environmental Law or personnel, product safety law or other governmental regulation that has or which could reasonably be expected to have a Material Adverse Effect.

Material Events. Since Except as set forth in Schedule 5.09, since December 31, 19971995, there has have not been with respect to the Company or any of its Subsidiariesbeen: (a) any material adverse change in their propertiesAny destruction, businessdamage to, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise) which could reasonably be expected to result in a Material Adverse Effect; or (b) any damage, destruction or loss of or casualty with respect to the properties or assets any of the Company assets or any properties of its Subsidiariesthe Acquired Company, whether or not covered by insurance, that has or could reasonably be expected to have a Material Adverse Effect or that in the aggregate exceed $100,000; or (c) any loss or waiver by the Company or any of its Subsidiaries of any right, not in the ordinary course of business, or any material debt owed to it; or (d) other than the sales of assets in the ordinary course of business (including pursuant to sale leaseback transactions), any sale, transfer or other disposition of, or agreement to sell, transfer or otherwise dispose of, any assets by the Company or any of its Subsidiaries in excess of $100,000 in the aggregate, or any cancellation or agreement to cancel any debts or claims of the Company or any of its Subsidiaries; or (e) other than dividends payable on the currently outstanding Preferred Stock, any declaration or setting aside or payment of any dividend (whether in cash, property or stock) or any distribution (whether in cash, property or stock) or other payment with respect to any of the Capital Stock of the Company or any of its Subsidiaries, or any repurchase, purchase or other acquisition of, or agreement to repurchase, purchase or otherwise acquire, any of the Company's or any of its Subsidiaries' capital stock; or (f) any amendment or termination of any contract, agreement or license to which the Company or any of its Subsidiaries is a party or by which it is bound, except where such amendment or termination could not be reasonably expected to have a Material Adverse Effect; or (g) any resignation or termination of employment of any Key Employee, and there is no impending or threatened resignation or resignations or termination or terminations of employment of any Key Employee; or (h) any labor dispute (including, without limitation, any negotiation, or request for negotiation, for any labor representation or any labor contract) affecting the Company or any of its Subsidiaries; or (i) any application of any existing (or the enactment of any new) Environmental Law or personnel, product safety law or other governmental regulation that has or which could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Acquired Company; (b) any material change in the accounting policies, methods or practices by the Acquired Company; (c) any actions by the Acquired Company pursuant to which the Acquired Company has issued, sold or otherwise disposed of or agreed to issue, sell or otherwise dispose of any capital shares or any other security of the Acquired Company, or issued, sold, or granted or agreed to issue, sell, or grant any option, warrant or other right to subscribe for or to purchase any capital shares or other security of the Acquired Company; (d) any declaration or payment of any dividends on or any distribution (whether in cash or property) in respect of the Acquired Company's capital shares, or any purchase, redemption, or other acquisition by the Acquired Company of any of the Acquired Company's capital shares or agreement or authorization to do any of the foregoing; (e) any sales or transfers of any assets or properties of the Acquired Company, except in the ordinary course of business; (f) any execution of any new, or any amendments to or terminations of any existing material contracts, agreements, or leases or any permits or licenses to which the Acquired Company is a party or of which the Acquired Company is the beneficiary; (g) any loans by the Acquired Company to any person or entity or any guaranty by the Acquired Company of any loan to any person or entity; (h) any issuance of evidence of indebtedness by the Acquired Company, except in the ordinary course of business; (i) any grant or creation of security interests, liens, mortgages, pledges, or other encumbrances (other than the liens, if any, for taxes and assessments not yet delinquent or being contested in good faith by appropriate proceedings) on any assets or properties of the Acquired Company; (j) except in the ordinary course of business and consistent with past practice, any changes in benefits provided to, or increase in compensation payable to, the directors, officers, employees, or agents of the Acquired Company (e.g. salary, bonuses, etc.); (k) any written waivers or written releases of or settlements of any material claims of or against the Acquired Company; (l) Any incurrence of any liabilities in excess of $10,000 in the aggregate by the Acquired Company, other than liabilities incurred in the ordinary course of the Acquired Company's business consistent with past practice (none of which results from, arises out of, or was caused by any breach of a material contract, breach of warranty, tort, infringement, or violation of law); or (m) Any agreements (written or oral) by the Acquired Company to do any of the things described in the preceding clauses (a) through (l).

Material Events. Since December 31Except as disclosed in Schedule 3.15, 1997since the date of the Balance Sheet, there has not been with respect to the Company or any of its SubsidiariesCompany: (a) any material adverse change in their properties, business, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise) event which could reasonably be expected to result in a Material Adverse Effect; or (b) any damagedamages, destruction or loss to the properties or assets of the Company or any of its SubsidiariesCompany, whether or not covered by insurance, that has or could reasonably be expected to have a Material Adverse Effect or that in the aggregate exceed exceeds $100,00025,000; or (c) any loss or waiver by the Company or any of its Subsidiaries of any right, not in the ordinary course of business, or any material debt owed to it; or (d) other than the sales of assets in the ordinary course of business (including pursuant to sale leaseback transactions), any sale, transfer or other disposition of, or agreement agreements to sell, transfer or otherwise dispose of, any assets by the Company or any of its Subsidiaries in excess of $100,000 25,000 in the aggregate, or any cancellation or agreement to cancel any debts debt or claims of the Company or any of its SubsidiariesCompany; or (e) other than dividends payable on the currently outstanding Preferred Stock, any declaration or setting aside or payment of any dividend (whether in cash, property or stock) or any distribution (whether in cash, property or stock) or other payment with respect to any of the Capital Stock of the Company or any of its SubsidiariesCompany, or any repurchase, purchase or other acquisition of, or agreement to repurchase, purchase or otherwise acquire, any Capital Stock of the Company's or any of its Subsidiaries' capital stock; or (f) any amendment or termination of any contract, agreement or license to which the Company or any of its Subsidiaries is a party or by which it is bound, except where such amendment or termination could not be reasonably expected to have a Material Adverse Effect; or (g) any resignation or termination of or employment of any Key Employeekey employee, and to the knowledge of the Company there is no impending or threatened resignation or resignations or termination or terminations of employment of any Key Employeekey employee; or (h) any labor dispute (including, without limitation, including any negotiation, or request for negotiation, for any labor representation or any labor contract) affecting the Company or any of its SubsidiariesCompany; or (i) any application of any existing (or the enactment of any new) Environmental Law environmental law or personnel, product safety law, food and drug act law or regulation, or other governmental regulation that has or which could reasonably be expected to have a Material Adverse Effect.