Common use of Present Status Clause in Contracts

Present Status. Since the date of the BPO Balance Sheet (or such other date specifically set forth herein), except as otherwise contemplated by this Agreement and except as described in Schedule 3.1(f), BPO has conducted its business only in the ordinary and usual course and, without limiting the generality of the foregoing: (i) BPO has not sustained any damage, destruction, or loss by reason of fire, explosion, earthquake, casualty, labor trouble (including but not limited to any claim of wrongful discharge or other unlawful labor practice), requisition or taking of property by any government or agent thereof, windstorm, embargo, riot, act of God or public enemy, flood, accident, revocation of license or right to do business, total or partial termination, suspension, default or modification of contracts, governmental restriction or regulation, other calamity, or other similar or dissimilar event (whether or not covered by insurance) that would result in a Material Adverse Effect on BPO. (ii) There have been no changes in the condition (financial or otherwise), business, net worth, assets, properties, operations, obligations or liabilities (fixed or contingent) of BPO which, individually or in the aggregate, have resulted or may be reasonably expected (whether before or after the Effective Time) to result in a Material Adverse Effect on BPO. (iii) BPO has not issued, or authorized for issuance, any equity security, bond, note or other security of BPO. BPO has not granted or entered into any commitment or obligation to issue or sell any such equity security, bond, note or other security of BPO, whether pursuant to offers, stock option agreements, stock bonus agreements, stock purchase plans, incentive compensation plans, warrants, calls, conversion rights or otherwise. (iv) BPO has not incurred any additional debt for borrowed money, nor incurred any obligation or liability (fixed, contingent or otherwise) except in the ordinary and usual course (v) BPO has not paid any obligation or liability (fixed, contingent or otherwise), or discharged or satisfied any lien or encumbrance, or settled any liability, claim, dispute, proceeding, suit, or appeal, pending or threatened against it or any of its assets or properties, except for current liabilities included in BPO Balance Sheet and current liabilities incurred since the date of BPO Balance Sheet in the ordinary and usual course of the business of BPO. (vi) BPO has not declared, set aside for payment, or paid any dividend, payment, or other distribution on or with respect to any share of capital stock of BPO. (vii) BPO has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of capital stock of BPO. (viii) BPO has not mortgaged, pledged, otherwise encumbered or subjected to lien any of its assets or properties, tangible or intangible, nor has it committed itself to do any of the foregoing, except for liens for current taxes which are not yet due and payable and purchase money liens arising out of the purchase or sale of products or services made in the ordinary and usual course of business. (ix) BPO has not disposed of, or agreed to dispose of, any asset or property, tangible or intangible, except in the ordinary and usual course of business, and in each case for a consideration at least equal to the fair value of such asset or property, nor has BPO leased or licensed to others (including officers and directors of BPO), or agreed so to lease or license, any asset or property. (x) BPO has not purchased or agreed to purchase or otherwise acquire any debt or equity securities of any corporation, partnership, joint venture, firm or other entity. BPO has not made any expenditure or commitment for the purchase, acquisition, construction or improvement of a capital asset. (xi) BPO has not entered into any transaction or contract or made any commitment to do the same. BPO has not waived any right of substantial value or canceled any debts or claims or voluntarily suffered any extraordinary losses, which individually or in the aggregate would result in a Material Adverse Effect on BPO. (xii) BPO has not effected or agreed to effect any amendment or supplement to any employee profit sharing, stock option, stock purchase, pension, bonus, incentive, retirement, medical reimbursement, life insurance, deferred compensation or any other employee benefit plan or arrangement. (xiii) BPO has not effected or agreed to effect any change, including by way of hiring or involuntary termination, in its directors, executive officers, or key employees. (xiv) BPO has not effected or committed itself to effect any amendment or modification of the BPO Articles or the BPO Bylaws. (xv) To the knowledge of BPO, no statute has been enacted nor has any rule or regulation been adopted (whether before or after the date of BPO Balance Sheet) which may reasonably be expected to result in a Material Adverse Effect on BPO. (xvi) BPO has not changed in any way its accounting methods or practices (including any change in depreciation or amortization policies or rates, or any changes in policies in making or reversing accruals). (xvii) BPO has not made any loan to any person or entity, and BPO has not guaranteed the payment of any loan or debt of any person or entity. (xviii) BPO has not negotiated or agreed to do any of the things described in the preceding clauses (i) through (xvii) (other than negotiations with BPO and its representatives regarding the transactions contemplated by this Agreement).

Present Status. Since the date of the BPO Purchaser Balance Sheet (or such other date specifically set forth herein), except as otherwise contemplated by this Agreement and except as described in Schedule 3.1(f)Agreement, BPO the Purchaser has conducted its business only in the usual and ordinary and usual course and, without limiting the generality of the foregoing: (i) BPO The Purchaser has not sustained any damage, destruction, or loss by reason of fire, explosion, earthquake, casualty, labor trouble (including but not limited to any claim of wrongful discharge or other unlawful labor practice), requisition or taking of property by any government or agent thereof, windstorm, embargo, riot, act of God or public enemy, flood, accident, revocation of license or right to do business, total or partial termination, suspension, default or modification of contracts, governmental restriction or regulation, other calamity, or other similar or dissimilar event (whether or not covered by insurance) that would result in a Material Adverse Effect on BPO.the Purchaser; (ii) There have been no changes in the condition (financial or otherwise), business, net worth, assets, properties, operations, obligations or liabilities (fixed or contingent) of BPO the Purchaser which, individually or in the aggregate, have resulted or may be reasonably expected (whether before or after the Effective Time) to result in a Material Adverse Effect on BPO.the Purchaser; (iii) BPO Except for the 1,000,000 shares issued since the date of the Purchaser Balance Sheet, the Purchaser has not issued, or authorized for issuance, any equity security, bond, note or other security of BPOthe Purchaser. BPO The Purchaser has not granted or entered into any commitment or obligation to issue or sell any such equity security, bond, note or other security of BPOthe Purchaser, whether pursuant to offers, stock option agreements, stock bonus agreements, stock purchase plans, incentive compensation plans, warrants, calls, conversion rights or otherwise.; (iv) BPO The Purchaser has not incurred any additional debt for or borrowed money, nor incurred any obligation or liability (fixed, contingent or otherwise) ), except in the ordinary and usual coursecourse of the business of the Purchaser; (v) BPO The Purchaser has not paid any obligation or liability (fixed, contingent or otherwise), or discharged or satisfied any lien or encumbrance, or settled any liability, claim, dispute, dispute proceeding, suit, or appeal, pending or threatened against it or any of its assets or properties, except for current liabilities included in BPO the Purchaser Balance Sheet and current liabilities incurred since the date of BPO the Purchaser Balance Sheet in the ordinary and usual course of the business of BPO.the Purchaser; (vi) BPO The Purchaser has not declared, set aside for payment, or paid any dividend, payment, or other distribution on or with respect to any share of capital stock of BPO.the Purchaser; (vii) BPO The Purchaser has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of capital stock of BPO.the Purchaser; (viii) BPO The Purchaser has not mortgaged, pledged, otherwise encumbered or subjected to lien any of its assets or properties, tangible or intangible, nor has it committed itself to do any of the foregoing, except for liens for current taxes which are not yet due and payable and purchase money liens arising out of the purchase or sale of products or services made in the ordinary and usual course of business.; (ix) BPO The Purchaser has not disposed of, or agreed to dispose of, any asset or property, tangible or intangible, except in the ordinary and usual course of business, and in each case for a consideration at least equal to the fair value of such asset or property, nor has BPO the Purchaser leased or licensed to others (including officers and directors of BPOthe Purchaser), or agreed so to lease or license, any asset or property.; (x) BPO The Purchaser has not purchased or agreed to purchase or otherwise acquire any debt or equity securities of any corporation, partnership, joint venture, firm or other entity. BPO The Purchaser has not made any expenditure or commitment for the purchase, acquisition, construction or improvement of a capital asset.; (xi) BPO The Purchaser has not entered into any transaction or contract contract, or made any commitment to do the same. BPO The Purchaser has not waived any right of substantial value or canceled any debts or claims or voluntarily suffered any extraordinary losses, which individually or in the aggregate would result in a Material Adverse Effect on BPO.the Purchaser; (xii) BPO The Purchaser has not effected or agreed to effect any amendment or supplement to any employee profit sharing, stock option, stock purchase, pension, bonus, incentive, retirement, medical reimbursement, life insurance, deferred compensation or any other employee benefit plan or arrangement.; (xiii) BPO The Purchaser has not effected or agreed to effect any change, including by way of hiring or involuntary termination, in its directors, executive officers, or key employees.; (xiv) BPO The Purchaser has not effected or committed itself to effect any amendment or modification of the BPO Purchaser Articles or the BPO Purchaser Bylaws.; (xv) To the knowledge of BPOthe Purchaser, no statute has been enacted nor has any rule or regulation been adopted (whether before or after the date of BPO the Purchaser Balance Sheet) which may reasonably be expected to result in a Material Adverse Effect on BPO.the Purchaser; (xvi) BPO The Purchaser has not changed in any way its accounting methods or practices (including any change in depreciation or amortization policies or rates, or any changes in policies in making or reversing accruals).; (xvii) BPO The Purchaser has not made any loan to any person or entity, and BPO the Purchaser has not guaranteed the payment of any loan or debt of any person or entity.; and (xviii) BPO The Purchaser has not negotiated or agreed to do any of the things described in the preceding clauses (i) through (xvii) (other than negotiations with BPO The Seller and its representatives regarding the transactions contemplated by this Agreement).

Present Status. Since the date of the BPO Seller Balance Sheet (or such other date specifically set forth herein), except as otherwise contemplated by this Agreement and except as described in Schedule 3.1(f)Agreement, BPO the Seller has conducted its business only in the ordinary and usual course and, without limiting the generality of the foregoing: (i) BPO The Seller has not sustained any damage, destruction, or loss by reason of fire, explosion, earthquake, casualty, labor trouble (including but not limited to any claim of wrongful discharge or other unlawful labor practice), requisition or taking of property by any government or agent thereof, windstorm, embargo, riot, act of God or public enemy, flood, accident, revocation of license or right to do business, total or partial termination, suspension, default or modification of contracts, governmental restriction or regulation, other calamity, or other similar or dissimilar event (whether or not covered by insurance) that would result in a Material Adverse Effect on BPO.the Seller; (ii) There have been no changes in the condition (financial or otherwise), business, net worth, assets, properties, operations, obligations or liabilities (fixed or contingent) of BPO the Seller which, individually or in the aggregate, have resulted or may be reasonably expected (whether before or after the Effective TimeJune 15, 1999) to result in a Material Adverse Effect on BPO.the Seller; (iii) BPO The Seller has not issued, or authorized for issuance, any equity security, bond, note or other security of BPOthe Seller. BPO The Seller has not granted or entered into any commitment or obligation to issue or sell any such equity security, bond, note or other security of BPOthe Seller, whether pursuant to offers, stock option agreements, stock bonus agreements, stock purchase plans, incentive compensation plans, warrants, calls, conversion rights or otherwise.; (iv) BPO The Seller has not incurred any additional debt for borrowed money, nor incurred any obligation or liability (fixed, contingent or otherwise) except in the ordinary and usual coursecourse of the business of the Seller; (v) BPO The Seller has not paid any obligation or liability (fixed, contingent or otherwise), or discharged or satisfied any lien or encumbrance, or settled any liability, claim, dispute, proceeding, suit, or appeal, pending or threatened against it or any of its assets or properties, except for current liabilities included in BPO Seller Balance Sheet and current liabilities incurred since the date of BPO Seller Balance Sheet in the ordinary and usual course of the business of BPO.the Seller; (vi) BPO The Seller has not declared, set aside for payment, or paid any dividend, payment, or other distribution on or with respect to any share of capital stock of BPO.the Seller; (vii) BPO The Seller has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of capital stock of BPO.the Seller; (viii) BPO The Seller has not mortgaged, pledged, otherwise encumbered or subjected to lien any of its assets or properties, tangible or intangible, nor has it committed itself to do any of the foregoing, except for liens for current taxes which are not yet due and payable and purchase money liens arising out of the purchase or sale of products or services made in the ordinary and usual course of business.; (ix) BPO The Seller has not disposed of, or agreed to dispose of, any asset or property, tangible or intangible, except in the ordinary and usual course of of-business, and in each case for a consideration at least equal to the fair value of such asset or property, nor has BPO the Seller leased or licensed to others (including officers and directors of BPOthe Seller), or agreed so to lease or license, any asset or property.; (x) BPO The Seller has not purchased or agreed to purchase or otherwise acquire any debt or equity securities of any corporation, partnership, joint venture, firm or other entity. BPO The Seller has not made any expenditure or commitment for the purchase, acquisition, construction or improvement of a capital asset.; (xi) BPO The Seller has not entered into any transaction or contract contract, or made any commitment to do the same. BPO The Seller has not waived any right of substantial value or canceled any debts or claims or voluntarily suffered any extraordinary losses, which individually or in the aggregate would result in a Material Adverse Effect on BPO.the Seller; (xii) BPO The Seller has not effected or agreed to effect any amendment or supplement to any employee profit sharing, stock option, stock purchase, pension, bonus, incentive, retirement, medical reimbursementreimbursements, life insurance, deferred compensation or any other employee benefit plan or arrangement.; (xiii) BPO The Seller has not effected or agreed to effect any change, including by way of hiring or involuntary termination, in its directors, executive officers, or key employees.; (xiv) BPO The Seller has not effected or committed itself to effect any amendment or modification of the BPO Seller's Articles or the BPO Bylaws.Seller's By-laws; (xv) To the knowledge of BPOthe Seller, no statute has been enacted nor has any rule or regulation been adopted (whether before or after the date of BPO Seller Balance Sheet) which may reasonably be expected to result in a Material Adverse Effect on BPO.the Seller; (xvi) BPO The Seller has not changed in any way its accounting methods or practices (including any change in depreciation or amortization policies or rates, or any changes in policies in making or reversing accruals).; (xvii) BPO The Seller has not made any loan to any person or entity, and BPO the Seller has not guaranteed the payment of any loan or debt of any person or entity.; and (xviii) BPO The Seller has not negotiated or agreed to do any of the things described in the preceding clauses (i) through (xvii) (other than negotiations with BPO the Seller and its representatives regarding the transactions contemplated by this Agreement).

Present Status. Since Subject to the provisions of Section 3.3, HVI has not, since September 30, 1998 and will not prior to the Closing Date without the prior written consent of Saba, which consent shall not be unreasonably withheld or delayed, and shall be based on the best interests of HVI's stockholders as a whole. (a) Incurred any obligations or liabilities, absolute, accrued, contingent, or otherwise and whether due or to become due, except liabilities incurred in the ordinary course of business; (b) Entered into any agreement obligating it to issue any equity securities except as required by the Common Stock Purchase Agreement dated October 8, 1998 (the "Common Stock Purchase Agreement") as extended between Saba and HVI; (c) Discharged or satisfied any liens or encumbrances, or paid any obligation or liability, absolute, accrued, contingent, or otherwise and whether due or to become due, other than current liabilities reflected on the HVI Financial Statements and current liabilities incurred since the close of business on the date of the BPO Balance Sheet HVI Financial Statements, in each case, in the ordinary course of business; (d) Declared or such made any payment or distribution to its stockholders or purchased or redeemed, or obligated itself to purchase or redeem, any of its shares of Common Stock or other date specifically set forth herein), securities except as otherwise contemplated by this Agreement with respect to its Series A Preferred Stock and except as described in Schedule 3.1(f), BPO has conducted may be required by its business only in the ordinary and usual course and, without limiting the generality of the foregoing:Convertible Debentures; (ie) BPO has not sustained Voluntarily mortgaged, pledged, or subjected to lien, or any other encumbrances or charges, any of its assets, tangible or intangible; (f) Sold or transferred any of its material assets, or canceled any material debt or claim; (g) Suffered any material damage, destruction, or loss by reason of fire, explosion, earthquake, casualty, labor trouble (including but not limited to any claim of wrongful discharge or other unlawful labor practice), requisition or taking of property by any government or agent thereof, windstorm, embargo, riot, act of God or public enemy, flood, accident, revocation of license or right to do business, total or partial termination, suspension, default or modification of contracts, governmental restriction or regulation, other calamity, or other similar or dissimilar event (whether or not covered by insurance) that would result in a Material Adverse Effect on BPO.affecting the properties of HVI, or waived any rights of substantial value; or (iih) There have been no changes in Except with respect to this Agreement and the condition (financial Common Stock Purchase Agreement, entered into any transaction regarding the sale, lease or otherwise)encumbrance of any asset or the settlement of any obligation, business, net worth, assets, properties, operations, obligations or liabilities (fixed or contingent) of BPO which, individually or in the aggregate, have resulted or may be reasonably expected (whether before or after the Effective Time) to result in a Material Adverse Effect on BPO. (iii) BPO has not issued, or authorized for issuance, any equity security, bond, note or other security of BPO. BPO has not granted or entered into any commitment or obligation to issue or sell any such equity security, bond, note or other security of BPO, whether pursuant to offers, stock option agreements, stock bonus agreements, stock purchase plans, incentive compensation plans, warrants, calls, conversion rights or otherwise. (iv) BPO has not incurred any additional debt for borrowed money, nor incurred any obligation or liability (fixed, contingent or otherwise) except material transaction other than in the ordinary and usual course (v) BPO has not paid any obligation or liability (fixed, contingent or otherwise), or discharged or satisfied any lien or encumbrance, or settled any liability, claim, dispute, proceeding, suit, or appeal, pending or threatened against it or any of its assets or properties, except for current liabilities included in BPO Balance Sheet and current liabilities incurred since the date of BPO Balance Sheet in the ordinary and usual course of the business of BPO. (vi) BPO has not declared, set aside for payment, or paid any dividend, payment, or other distribution on or with respect to any share of capital stock of BPO. (vii) BPO has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of capital stock of BPO. (viii) BPO has not mortgaged, pledged, otherwise encumbered or subjected to lien any of its assets or properties, tangible or intangible, nor has it committed itself to do any of the foregoing, except for liens for current taxes which are not yet due and payable and purchase money liens arising out of the purchase or sale of products or services made in the ordinary and usual course of business. (ix) BPO has not disposed of, or agreed to dispose of, any asset or property, tangible or intangible, except in the ordinary and usual course of business, and in each case for a consideration at least equal to the fair value of such asset or property, nor has BPO leased or licensed to others (including officers and directors of BPO), or agreed so to lease or license, any asset or property. (x) BPO has not purchased or agreed to purchase or otherwise acquire any debt or equity securities of any corporation, partnership, joint venture, firm or other entity. BPO has not made any expenditure or commitment for the purchase, acquisition, construction or improvement of a capital asset. (xi) BPO has not entered into any transaction or contract or made any commitment to do the same. BPO has not waived any right of substantial value or canceled any debts or claims or voluntarily suffered any extraordinary losses, which individually or in the aggregate would result in a Material Adverse Effect on BPO. (xii) BPO has not effected or agreed to effect any amendment or supplement to any employee profit sharing, stock option, stock purchase, pension, bonus, incentive, retirement, medical reimbursement, life insurance, deferred compensation or any other employee benefit plan or arrangement. (xiii) BPO has not effected or agreed to effect any change, including by way of hiring or involuntary termination, in its directors, executive officers, or key employees. (xiv) BPO has not effected or committed itself to effect any amendment or modification of the BPO Articles or the BPO Bylaws. (xv) To the knowledge of BPO, no statute has been enacted nor has any rule or regulation been adopted (whether before or after the date of BPO Balance Sheet) which may reasonably be expected to result in a Material Adverse Effect on BPO. (xvi) BPO has not changed in any way its accounting methods or practices (including any change in depreciation or amortization policies or rates, or any changes in policies in making or reversing accruals). (xvii) BPO has not made any loan to any person or entity, and BPO has not guaranteed the payment of any loan or debt of any person or entity. (xviii) BPO has not negotiated or agreed to do any of the things described in the preceding clauses (i) through (xvii) (other than negotiations with BPO and its representatives regarding the transactions contemplated by this Agreement).