ABSENCE OF CERTAIN. CHANGES Except as reflected on Schedule 6.15, or elsewhere in this Agreement or specifically identified on any Schedules hereto, and since June 30, 1999, Purchaser has not and at the Closing Date will not have:
(a) Suffered a Material Adverse Effect, or become aware of any circumstances which might reasonably be expected to result in such a Material Adverse Effect; or suffered any material casualty loss to the Assets (whether or not insured), except for losses that, individually or in the aggregate, would not have a Material Adverse Effect;
(b) Incurred any obligations specifically related to the Assets (including Customer Agreements), except in the ordinary course of business consistent with past practices;
(c) Permitted or allowed any of the Assets to be mortgaged, pledged, or subjected to any lien or encumbrance, except for liens for Taxes not yet due and payable and liens and encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect;
(d) Written down the value of any inventory, contract or other intangible asset, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs in the ordinary course of business, consistent with past practice and at a rate no greater than during the latest complete fiscal year; cancelled any other debts or claims, or waived any rights of substantial value, or sold or transferred any of its material properties or assets, real, personal, or mixed, tangible or intangible, except in the ordinary course of business and consistent with past practice and except for those that, individually or in the aggregate, would not have a Material Adverse Effect;
(e) Sold, licensed or transferred or agreed to sell, license or transfer, any of the Assets, except in the ordinary course of business and consistent with past practice;
(f) To Purchaser's knowledge, received notice of any pending or threatened adverse claim or an alleged infringement of proprietary material, whether such claim or infringement is based on trademark, copyright, patent, license, trade secret, contract or other restrictions on the use or disclosure of proprietary materials;
(g) Incurred obligations to refund money to customers, except in the ordinary course of business, all of which will have no Material Adverse Effect;
(h) Become aware of any event, condition or other circumstance relating solely to the Assets (as opposed to any such event, condition, or circumstance w...
ABSENCE OF CERTAIN. CHANGES OR EVENTS; NO UNDISCLOSED LIABILITIES. Except as set forth in the Purchaser Securities Filings, since December 31, 1998, through the date of this Agreement, there has not been: (i) any event that has had or would reasonably be expected to have a Purchaser Material Adverse Effect, (ii) any declaration, payment or setting aside for payment of any dividend or other distribution or any redemption or other acquisition of any shares of capital stock or securities of Purchaser by Purchaser, (iii) any material damage or loss to any material asset or property, whether or not covered by insurance, or (iv) any change by Purchaser in accounting principles or practices. Except for those liabilities that are fully reflected or reserved against on the consolidated balance sheet of Purchaser included in its January 3, 1999, Form 10-K and for liabilities incurred in the ordinary course of business consistent with past practice, since January 3, 1999, neither Purchaser nor any of the Purchaser Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either individually or in the aggregate, has had or would be reasonably likely to result in a Purchaser Material Adverse Effect.
ABSENCE OF CERTAIN. CHANGES OR EVENTS SINCE MAY 4, 1999. Since May 4, 1999, Chartendure has not, except as set forth on Schedule 4.8 hereof:
(i) experienced any material adverse change in the assets, business, condition (financial or otherwise), operations, or prospects of Chartendure;
(ii) suffered any damage, destruction, or loss, whether covered by insurance or not, having a material adverse effect on the assets, business, condition (financial or otherwise), operations, or prospects of Chartendure;
(iii) entered into, amended or terminated any material commitment, contract, agreement, or transaction (including, without limitation, any material borrowing or capital expenditure or sale or other disposition of any material asset or assets) of or involving Chartendure other than this Agreement and agreements executed in the ordinary course of business;
(iv) redeemed, repurchased or otherwise acquired for value its capital stock, or issued any of its capital stock or securities convertible into or rights to acquire any such capital stock, or declared, set aside or paid any dividend or distribution on its capital stock;
(v) transferred or granted any rights under any of its material leases, licenses, agreements, patents, trademarks, trade names, or copyrights;
(vi) transferred, leased or otherwise disposed of any its assets or properties other than in the ordinary course of business and consistent with past practice or, except in the ordinary course of business and consistent with past practice, acquired any assets or properties, or entered into any agreement relating to the foregoing;
(vii) mortgaged, pledged, or subjected to any lien or other encumbrance any of its assets or properties, other than in the ordinary course of business, or entered into any agreement relating to the foregoing; or
(viii) made or granted any wage or salary increase applicable to any group or classification of employees generally, entered into any employment contract with, or made any loan to, or entered into any material transaction with, any officer or employee, or changed the nature of any supplemental benefits provided to any such executives or other employees.
ABSENCE OF CERTAIN. Changes Except as contemplated by this Agreement, the Company and the Affiliates have conducted the business in the ordinary course since inception, and there has not been with respect to the business any of the items specified below since the Balance Sheet Date:
(a) any change that has had or is reasonably likely to have a Material Adverse Effect;
(b) any distribution or payment declared or made in respect of its common stock by way of dividends, purchase or redemption of shares or otherwise;
(c) any increase in the compensation payable or to become payable to any director, officer, employee or agent, except for increases for non-officer employees made in the ordinary course of business, nor any other change in any employment or consulting arrangement except in the ordinary course of business;
(d) any sale, assignment or transfer of Assets, or any additions to or transactions involving any Assets, other than those made in the ordinary course of business;
(e) other than in the ordinary course of business, any waiver or release of any claim or right or cancellation of any debt held;
(f) materially decrease its working capital;
(g) other than in the ordinary course of business, any incurrence of indebtedness for borrowed money or issuance of any debt securities; or
(h) any payments to any Affiliate of the Company,
ABSENCE OF CERTAIN. CHANGES OR EVENTS Except as set forth in Schedule 2.4 to the Disclosure Memorandum, since December 30, 1995, and through the Closing Date, Seller has not, with respect to Division:
(a) taken any action or entered into or agreed to enter into any transaction, agreement or commitment (other than this Agreement and matters relating hereto), not in the ordinary course of business;
(b) encumbered or disposed of any Assets, except in the ordinary course of business;
(c) entered into or agreed to enter into any transaction, agreement or commitment, suffered the occurrence of any event or events or experienced any change in financial condition, business, results of operations or otherwise that, in the aggregate, has interfered or could interfere with the normal and usual operations of the business of Division;
(d) made any amendment to or terminated any contract, which amendments or terminations, individually or in the aggregate, would have a Material Adverse Effect on Division;
(e) waived or canceled any debts, claims or rights relating to Division, which waivers or cancellations, individually or in the aggregate, would have a Material Adverse Effect on Division;
(f) made any material change in the terms, status, relationships or policies relating to Division's business, customers and operations, which changes, individually or in the aggregate, would have a Material Adverse Effect on Division;
(g) terminated any Relevant Employee (except that a Relevant Employee to whom Purchaser does not make an offer pursuant to Section 4.9(a) may be terminated with Purchaser's consent, which consent shall not be unreasonably withheld);
(h) made any material alteration in the manner of keeping the books, accounts or records of Division, or in the accounting practices therein reflected, except as required by GAAP or as contemplated under this Agreement or the Fulfillment Agreement to permit performance of its obligations hereunder and thereunder; or
(i) except as contemplated by this Agreement, made, accrued or become liable for any bonus, profit-sharing or incentive payment to Relevant Employees, except for accruals under existing plans, if any, or increased the rate of compensation payable or to become payable by Division to any of the Relevant Employees, other than compensation increases in the ordinary course of business.
ABSENCE OF CERTAIN. CHANGES OR EVENTS; MATERIAL AGREEMENTS. Except as set forth on Schedule 5.6 or in the Parent SEC Reports filed as of the date of this Agreement, since December 31, 1998, (i) neither Parent nor any of its Subsidiaries has conducted its business and operations other than in the ordinary course of business and consistent with past practices or taken any action that, if it had been in effect, would have violated or been inconsistent with the provisions of Section 6.2; and (ii) there has not been any fact, event, circumstance or change affecting or relating to Parent or any of its Subsidiaries which has had or is reasonably likely to have a Parent Material Adverse Effect. Except as described in Section 5.4, the transactions contemplated by this Agreement will not require a consent from or the giving of notice to a third party pursuant to the terms, conditions or provisions of any contract to which the Parent or any of its Subsidiaries is a party.
ABSENCE OF CERTAIN. CHANGES OR EVENTS UNDISCLOSED ------------------------------------------------ LIABILITIES. Webpulse does not have any liabilities or obligations of any ----------- nature, whether accrued, absolute, contingent or otherwise, which individually or in the aggregate could be reasonably expected to have an Webpulse Material Adverse Effect except: (i) as included in the Webpulse Interim Statement, (ii) as disclosed in Section 3.9 below or elsewhere in this Agreement, or (iii) liabilities and obligations incurred since August 31, 2001 in the ordinary and usual course of its business consistent with past practice, which individually or in the aggregate, would not have an Webpulse Material Adverse Effect, as defined in Section 3.9 below. Since August 31, 2001, Webpulse has not suffered any damage, destruction or loss to any of its assets or properties (whether or not covered by insurance) which is having or could reasonably be expected to have an Webpulse Material Adverse Effect. A "Webpulse Material Adverse Effect" shall mean an effect on or circumstance involving the business, operations, assets, liabilities, results of operations, cash flows or condition (financial or otherwise) of Webpulse which is materially adverse to Webpulse.
ABSENCE OF CERTAIN. Changes Except as disclosed in the OCG SEC Reports or as contemplated by this Agreement, (a) since at least December 31, 2002, OCG has conducted no business and has had no operations other than its ownership of PSI, (b) there has not been any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of OCG or any repurchase, redemption or other acquisition by OCG of any outstanding shares of capital stock or other securities of, or other ownership interests in, OCG or its Subsidiaries and (c) there has not been any amendment of any term of any outstanding security of OCG or its Subsidiaries.
ABSENCE OF CERTAIN. CHANGES OR EVENTS Except as disclosed in the SEC Documents, since the date of the most recent audited financial statements included in such SEC Documents, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been: (a) any change in the Company or any condition, event or occurrence which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; or (b) any condition, event or occurrence which would reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.
ABSENCE OF CERTAIN. CHANGES To the knowledge of Acquiror, since December 31, 2000 there has not been:
(a) any change in the assets, liabilities, financial condition or operating results of Acquiror from that reflected in the Acquiror Financial Statements, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse;
(b) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of Acquiror (as such business is presently conducted and as it is proposed to be conducted);
(c) any waiver or compromise by Acquiror of a valuable right or of a material debt owed to it;
(d) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by Acquiror, except in the ordinary course of business and that is not material to the assets, properties, financial condition, prospects, operating results or business of Acquiror (as such business is presently conducted and as it is proposed to be conducted);
(e) any material change or amendment to a material contract or arrangement by which Acquiror or any of its assets or properties is bound or subject;
(f) any material change in any compensation arrangement or agreement with any employee, officer or director;
(g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(h) any resignation or termination of employment of any key officer of Acquiror; and Acquiror does not know of the impending resignation or termination of employment of any such officer;
(i) receipt of notice that there has been a loss of any major customer of Acquiror, or any material order cancellation by any customer of Acquiror;
(j) any mortgage, pledge, transfer of a security interest in, or lien, created by Acquiror, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(k) any loans or guarantees made by Acquiror to or for the benefit of its employees, stockholders, officers or directors, or any members of their immediate families or any affiliate thereof, other than travel advances and other expense advances made in the ordinary course of its business and in amounts consistent with past practice;
(l) any declaration, setting aside or payment or other distribution in respect of any of Acquiror's capital stock, or any direct or indirect redemption, purchase or other...
