Absence of Certain Acts or Events. Except as disclosed in Section 4.18 of the Disclosure Schedule, since May 31, 2005, the Company has not: (i) authorized or issued any of its units of equity interests (including any held in its treasury) or any other securities; (ii) declared or paid any dividend or made any other distribution of or with respect to its units of equity interests or other securities or purchased or redeemed any units of its equity interests or other securities; (iii) paid any bonus or increased the rate of compensation of, or increased any benefits granted under any Plans for, any of its employees, except for increases in employee compensation in the ordinary course of business and not exceeding 4% of such employee’s annual compensation; (iv) sold, leased, transferred or assigned any of its assets or properties, other than in the ordinary course of business; (v) made or obligated itself to make capital expenditures aggregating more than $25,000; (vi) incurred any material obligations or liabilities (including any indebtedness) or entered into any material transaction, except for this Agreement and the transactions contemplated hereby; (vii) suffered any theft, damage, destruction or casualty loss in excess of $25,000; (viii) deferred the payment of any liabilities or accounts payable or deferred the acquisition of any inventory outside the ordinary course of business or in a manner inconsistent with past practices; (ix) accelerated the collection of any accounts receivable outside the ordinary course of business or in a manner inconsistent with past practices; (x) made any changes with respect to its Tax or financial accounting or any Tax election; (xi) granted any Lien with respect to the Units or any assets or properties of the Company; (xii) modified or terminated any Contract or any material term thereof except in the ordinary course of business; or (xiii) made any addition to or modification of the Plans described in Section 4.22 of the Disclosure Schedule, other than contributions made for the period after December 31, 2004, in accordance with the Company’s normal practices or the extension of coverage to officers or employees of the Company who became eligible after December 31, 2004.
Absence of Certain Acts or Events. Since the date of the November --------------------------------- 30 Balance Sheet, with respect to the Orthodontic Business, Seller has not:
A. Sold or transferred any of its assets other than in the ordinary course of business;
B. Made or obligated itself to make capital expenditures aggregating more than $10,000.00;
C. Incurred any material obligations or liabilities (including any indebtedness) or entered into any material transaction, except for this Agreement and the transactions contemplated hereby;
D. Suffered any theft, damage, destruction or casualty loss in excess of $5,000.00; or
E. Declared or paid any dividends or made any other distributions with respect to its shares or redeemed or purchased any of its shares.
Absence of Certain Acts or Events. Except as disclosed in SCHEDULE --------------------------------- -------- 4.14, since the date of the Current Balance Sheet, Seller has not: ----
A. Sold or transferred any of its assets other than in the ordinary course of business;
B. Made or obligated itself to make capital expenditures aggregating more than $10,000.00;
C. Incurred any material obligations or liabilities (including any indebtedness) or entered into any material transaction, except for this Agreement and the transactions contemplated hereby;
D. Suffered any theft, damage, destruction or casualty loss in excess of $5,000.00; or
E. Except as disclosed on SCHEDULE 4.14, declared or paid any ------------- dividends or made any other distributions with respect to its shares or redeemed or purchased any of its shares.
Absence of Certain Acts or Events. Except as disclosed in Section 4.18 of the Disclosure Schedule, since November 30, 2004, the Company has not: (i) authorized or issued any of its shares of capital stock (including any held in its treasury) or any other securities; (ii) redeemed any shares of its capital stock or other securities; (iii) paid any bonus or increased the rate of compensation of any of its employees; (iv) sold, leased, transferred or assigned any of its assets, other than in the ordinary course of business; (v) made or obligated itself to make capital expenditures aggregating more than $25,000; (vi) incurred any material obligations or liabilities (including any indebtedness) or entered into any material transaction, other than in the normal course of business, except for this Agreement and the transactions contemplated hereby; (vii) suffered any theft, damage, destruction or casualty loss in excess of $25,000; (viii) deferred the payment of any liabilities or accounts payable or deferred the acquisition of any inventory outside the ordinary course of business or in a manner inconsistent with past practices; (ix) accelerated the collection of any accounts receivable outside the ordinary course of business or in a manner inconsistent with past practices; or (x) paid any compensation, payroll, distributions or other amounts to Ho, Sheshene or Chia-Xxx Xxx in excess of amounts historically paid to them each month for services rendered to the Company.
Absence of Certain Acts or Events. Except as disclosed in Section 4.13 of the Disclosure Schedule, since April 1, 2000, the Sellers have not: (i) paid or committed to pay any bonus to any of the Business Employees, except in the Ordinary Course of Business; (ii) materially increased or committed to materially increase the rate of compensation or profit sharing of any of the Business Employees; (iii) sold or transferred any of the assets of the Business, except the sale of inventory in the Ordinary Course of Business; (iv) made or obligated itself to make capital expenditures with respect to the Business, except in the Ordinary Course of Business; (v) incurred any material obligations or liabilities (including any indebtedness) or entered into any material transaction with respect to the business and operations of the Business, except for this Agreement and the transactions contemplated hereby; or (vi) suffered any theft, damage, destruction or casualty loss with respect to the Business in excess of $50,000.
Absence of Certain Acts or Events. Except as disclosed in Schedule 4.16, since December 31, 2000, Leavxxx xxx not: (i) committed to or paid any bonus or increased the rate of compensation or profit sharing of any of the employees of any of the Business, except in the ordinary course and consistent with past practice; (ii) sold or transferred any of the assets of any of the Business other than in the ordinary course of business; (iii) made or obligated itself to make capital expenditures with respect to the Business aggregating more than $10,000; (iv) incurred any material obligations or liabilities (including any indebtedness) or entered into any material transaction with respect to the business and operations of the Business, except for this Agreement and the transactions contemplated hereby; (v) suffered any theft, damage, destruction or casualty loss with respect to the Business that could reasonably be expected to have a Material Adverse Effect; (vi) experienced any change in production schedules, acceleration of sales or reduction or increase of aggregate administrative, marketing, advertising and promotional expenses of the Business that would reasonably be expected to have a Material Adverse Effect other than in the ordinary course of business; or (vii) experienced any change in the relations of the Business with its customers or material suppliers or any loss of business which would reasonably be expected to have a Material Adverse Effect.
Absence of Certain Acts or Events. Except as disclosed in Schedule 4.17, since the date of the Last Balance Sheet through the Closing Date, the Company has not (i) authorized or issued any of its shares of capital stock (including any held in its treasury) or any other securities; (ii) declared or paid any dividend or made any other distribution of or with respect to its shares of capital stock or other securities or purchased or redeemed any of its shares of capital stock or other securities; (iii) paid any bonus or increased the rate of compensation of any of its employees except as may be contractually required or consistent with the Company’s past employment practices; (iv) sold or transferred any of its assets other than in the ordinary course of business (including, without limitation, sales of inventory made in the ordinary course); (v) made or obligated itself to make capital expenditures aggregating more than $1,000; (vi) incurred any material obligations or liabilities (including any indebtedness) or entered into any material transaction, except for this Agreement and the transactions contemplated hereby; (vii) suffered any theft, damage, destruction or casualty loss in excess of $1,000; (viii) suffered any extraordinary losses; or (ix) waived any right of material value.
Absence of Certain Acts or Events. Since the date of the Last Balance Sheet, other than those distributions made and actions taken by the Companies in contemplation of this Agreement, which are listed in Section 5.2 of this Agreement, neither of the Companies has: (i) authorized or issued any additional equity interests or other securities; (ii) made any distributions with respect to its outstanding membership interests or purchased or redeemed any of its membership interests or other securities; (iii) sold, leased, transferred or assigned any of its assets other than in the ordinary course of business; (iv) other than in the ordinary course of business, incurred any material obligations or liabilities (including any indebtedness) or entered into any material Contract, obligation or other transaction, except for this Agreement and the transactions contemplated hereby; (v) materially changed any of its Tax or accounting polices; (vi) increased the compensation payable to any of its respective employees other than in the ordinary course of business; (vii) experienced any material damage, destruction or loss (whether or not covered by insurance); or (viii) otherwise taken any action outside the ordinary course of business that had a Material Adverse Effect on either of the Companies.
Absence of Certain Acts or Events. Except as approved in writing by Buyer, since the Income Statement Date, the Company has not: (a) increased the rate of compensation (including salaries and benefits) of any of its employees (other than previously scheduled bonuses and annual increases in accordance with the Company’s past practices); (b) sold, leased, transferred, assigned, conveyed or otherwise removed any of its assets used in the Practice other than in the ordinary course of business; (c) made or obligated itself to make capital expenditures relating to the Practice where the unpaid balance as of the Effective Date will be more than $10,000; (d) incurred any material obligations or liabilities (including any indebtedness) or entered into any material transaction relating to the Practice, except for this Agreement and the transactions contemplated hereby; (e) suffered any theft, damage, destruction or casualty loss relating to the Practice in excess of $10,000; (f) entered into any transaction except in the ordinary course of business; (g) cancelled any debt or claim or waived any right of substantial value (except as provided for in this Agreement); or (h) entered into any material amendments to existing Material Contracts or any new Material Contracts, other than in the ordinary course of the operation of the Practice.
Absence of Certain Acts or Events. Except as disclosed in Schedule 4.14, since the November 25, 1999, with ------------- respect to the Acquired Business, Seller has not:
A. Sold or transferred any of its assets other than in the ordinary course of business;
B. Made or obligated itself to make capital expenditures aggregating more than Ten Thousand and No/100 Dollars ($10,000.00);
C. Incurred any material obligations or liabilities (including any indebtedness) or entered into any material transaction, except for this Agreement and the transactions contemplated hereby; or
D. Suffered any theft, damage, destruction or casualty loss in excess of Five Thousand and No/ 100 Dollars ($5,000.00).
