Absence of Certain Activities. Except as set forth on Schedule 4.10, since the Interim Balance Sheet Date, and other than in the Ordinary Course of Business, there has not been, with respect to the Company, any (a) amendment of the articles of incorporation, bylaws or other organizational document of the Company; (b) declaration or payment of any dividend or distribution on or in respect of any of the Company’s capital stock or redemption, purchase or acquisition of its capital stock; (c) material change in any method of accounting or accounting practice of the Company; (d) entry into any contract that would constitute a Material Contract; (e) incurrence, assumption or guarantee of any indebtedness for borrowed money; (f) transfer, assignment, sale or other disposition of any of the Assets reflected in the Interim Balance Sheet or cancellation of any of the Liabilities reflected in the Interim Balance Sheet; (g) material damage, destruction or loss (whether or not covered by insurance) to the Business Assets; (h) capital investment in, or loan to, any other Person; (i) acceleration, termination, material modification to or cancellation of any Material Contract; (j) material capital expenditure except in the Ordinary Course of Business; (k) transfer, assignment or grant of any exclusive license or exclusive sublicense of any material rights under or with respect to any material Intellectual Property; (l) imposition of any Lien upon any material Business Asset; (m)(i) grant of any material bonus, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of the Transferred Employees or any of the Company’s independent contractors, directors, officers or consultants, other than as provided for in any written agreements or required by applicable Law, or (ii) action to accelerate the vesting or payment of any incentive compensation or similar benefit for any employee, officer, director, independent contractor or consultant of the Company; (n) except as required by applicable Law, adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any Transferred Employee or any officer, director, independent contractor or consultant of the Company; (ii) Company Employee Benefit Plan; (o) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to th...
Absence of Certain Activities. Except as set forth on SCHEDULE 6.2 attached hereto, neither the Borrower nor any of its Subsidiaries is a partner in any partnership or a joint venturer in any joint venture, which partnership or joint venture has not been previously disclosed to and approved by the Majority Banks; provided, however, that the foregoing representation shall be limited to the knowledge of the Borrower following reasonable inquiry as to any partnerships or joint ventures of those Subsidiaries having as their primary business the operation of acute care facilities.
Absence of Certain Activities. Except as set forth on Schedule 4.6, since December 31, 2009 through the date hereof, there has not been:
(a) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results of the Company;
(b) any waiver by the Company of a valuable right or of a material debt owed to it;
(c) any satisfaction or discharge of any Encumbrance or payment of any obligation by the Company, except such a satisfaction, discharge or payment made in the Ordinary Course of Business that is not material to the assets, properties, financial condition or operating results of the Company;
(d) the incurrence of a Liability other than in the Ordinary Course of Business and other than the Company Transaction Expenses;
(e) any change or amendment to a Contract (as defined below), except for changes or amendments which are expressly provided for in this Agreement; or
(f) any creation or assumption by the Company of any Encumbrance (other than Permitted Encumbrances) on any of its assets.
Absence of Certain Activities. Except as set forth on Schedule 5.3 attached hereto, neither Housecall nor any of its Subsidiaries is a partner in any partnership or a joint venturer in any joint venture.
Absence of Certain Activities. Except as set forth on Schedule 4.6, since June 30, 2001, there has not been:
(a) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results or prospects of any of the Companies, or the Business.
(b) any waiver by any of the Companies of a valuable right or of a material debt owed to it;
(c) any satisfaction or discharge of Encumbrance or payment of any obligation by any of the Companies, except such a satisfaction, discharge or payment made in the Ordinary Course of Business that is not material to the assets, properties, financial condition or operating results of any of the Companies, or the Business;
(d) any material change or amendment to a Material Contract (as defined below) or arrangement by which any of the Companies or any of their respective assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement; or
(e) any other event or condition of any character which would materially and adversely affect the assets, properties, financial condition or operating results of any of the Companies or the Business.
Absence of Certain Activities. Since January 1, 2001 through the date of this Agreement, there has not been any of the following:
(a) any corporate reorganizations and/or spin-offs of any divisions of the Company or its Subsidiaries;
(b) any split, combination or reclassification of any of the shares of outstanding capital stock of the Company or any Subsidiary or any creation of any class of capital stock;
(c) incurrence of debt by the Seller; and
(d) any dividend or distribution by the Company on its shares of outstanding capital stock to the Seller.
Absence of Certain Activities. Since May 16, 2006, there has not been:
(a) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results or prospects of the Company.
(b) any waiver by the Company of a valuable right or of a material debt owed to it;
(c) any satisfaction or discharge of any Encumbrance or payment of any obligation by the Company, except such a satisfaction, discharge or payment made in the Ordinary Course of Business that is not material to the assets, properties, financial condition or operating results of the Company;
(d) the incurrence of a Liability other than in the Ordinary Course of Business and which would not have a Material Adverse Effect;
(e) any change or amendment to a Material Contract (as defined below), except for changes or amendments which are expressly provided for or disclosed in or pursuant to this Agreement; or
(f) any creation or assumption by the Company of any Encumbrance on any of its material assets, other than Permitted Encumbrances.
Absence of Certain Activities. Except as set forth on SCHEDULE 4.6, since December 31, 1999, there has not been:
(a) to the Company's knowledge, any damage, destruction or loss to tangible property, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Company (as presently conducted and as presently proposed to be conducted);
(b) any waiver by the Company of a material right or of a material debt owed to it;
(c) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except such a satisfaction, discharge or payment made in the Ordinary Course of Business or that is not material to the assets, properties, financial condition, operating results or business of the Company;
(d) any material change or amendment to a Material Contract (as defined below) or arrangement by which the Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement or in the Ordinary Course of Business;
(e) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or director not approved by the Company's Board of Directors; or
(f) to the Company's knowledge, any other event or condition of any character which will materially and adversely affect the assets, properties, financial condition, operating results or business of the Company.
Absence of Certain Activities. Except as set forth on Schedule 4.6, since December 31, 2005, there has not been:
(a) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results of the Company, or the Business.
(b) any waiver by the Company of a valuable right or of a material debt owed to it;
(c) any satisfaction or discharge of Encumbrance or payment of any obligation by the Company, except such a satisfaction, discharge or payment made in the Ordinary Course of Business that is not material to the assets, properties, financial condition or operating results of the Company or the Business;
(d) any change or amendment to a Material Contract (as defined below), except for changes or amendments which are expressly provided for or disclosed in this Agreement; or
(e) any creation or assumption by the Company of any Encumbrance on any of its material assets, other than Permitted Encumbrances.
Absence of Certain Activities. Except as set forth on SCHEDULE 4.6, since March 31, 2000, there has not been:
(a) 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 the Company (as presently conducted and as presently proposed to be conducted);
(b) any waiver by the Company of a material right or of a material debt owed to it;
(c) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except such a satisfaction, discharge or payment made in the Ordinary Course of Business that is not material to the assets, properties, financial condition, operating results or Business of the Company;
(d) any material change or amendment to a Material Contract (as defined below) or arrangement by which the Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement;
(e) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or director not approved by the Company's Board of Directors; or
(f) to the Company's knowledge, any other event or condition of any character which would materially and adversely affect the assets, properties, financial condition, operating results or business of the Company.
