Absence of Certain Acts or Events. Except as disclosed in Schedule 3.16, since the date of the Last Balance Sheet, neither GEI nor any Subsidiary has (i) authorized or issued any Membership Units or other securities; (ii) declared or paid any dividend or made any other distribution of or with respect to its Membership Units or purchased or redeemed any of its Membership Units or other securities; (iii) paid any bonus in excess of $5,000 as to any one employee or $20,000 as to all employees in the aggregate or increased the rate of compensation of any of its salaried employees other than in the ordinary course of business consistent with past practice; (iv) sold or transferred any of its assets other than in the ordinary course of business; (v) as of the date of this Agreement, made or obligated itself to make capital expenditures aggregating more than $10,000 or, in any case, for use other than in its business as currently conducted; (vi) made any payment in respect of its liabilities other than scheduled payments of principal and/or interest, as set forth on Schedule 3.16, or otherwise than in the ordinary course of business; (vii) incurred any obligations or liabilities (including any indebtedness) or entered into any transaction, other than this Agreement, except in the ordinary course of business consistent with past practice; (viii) suffered any material theft; (ix) suffered any damage, destruction or casualty loss in excess of $25,000 that was not covered by insurance or in excess of $5,000 whether or not covered by insurance; (x) waived any right of material value; (xi) incurred any indebtedness (other than to trade creditors) (xii) made or adopted any change in its accounting practice or policies; (xiii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course during the period since January 1, 1995; (xiv) made any loan or advance other than advances to employees in the ordinary course of business not exceeding $5,000 as to all employees in the aggregate.
Absence of Certain Acts or Events. Since the date of the November --------------------------------- 30 Balance Sheet, with respect to the Orthodontic Business, Seller has not:
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 Schedule 3.1.12, since the date of the Financial Statements, the Companies have not:
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:
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 approved in writing by Buyer, since the Balance Sheet Date Seller has not: (a) paid any bonus or increased the rate of compensation of any of its employees who provide services to any Surgery Center (other than previously scheduled bonuses and annual increases in accordance with Seller's past practices); (b) sold, transferred or encumbered any Surgery Center assets other than in the ordinary course of business; (c) obligated itself to make capital expenditures relating to a Surgery Center where the unpaid balance as of the Effective Date will be more than $10,000; (d) incurred any material obligations or liabilities or entered into any material transaction relating to a Surgery Center, except for this Agreement and the transactions contemplated hereby; or (e) suffered any theft, damage, destruction or casualty loss in excess of $10,000.
Absence of Certain Acts or Events. Except as disclosed on Section 4.15 of the BFF Disclosure Schedule, and except for this Agreement and the transactions contemplated hereby, since March 31, 1995, BFF has not: (i) made any change in the employment terms for any of its officers or employees, paid any bonus to or increased the compensation of any of the foregoing outside the ordinary course or granted any severance or termination pay to, or entered into any severance agreement with any officer or employee; (ii) established, adopted, entered into or amended, in any material respect, or took action to accelerate any rights or benefits under any employee benefit plan; (iii) made or obligated itself to make any capital expenditures aggregating more than $25,000, other than capital expenditures relating to the construction or furnishing of any Centers; (iv) paid any expenses on its own behalf or on behalf of BAHC in connection with the transactions contemplated hereby; or (v) otherwise engaged in any business or transactions (including purchases, sales or pledging of assets), or incurred any indebtedness, outside of the ordinary course of business.
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 4.17, 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.
