Absence of Certain Changes; Conduct of Business. Except as set forth on Schedule 2.14, during the period from the Most Recent Fiscal Year End to and including the date of this Agreement:
(a) The Corporation has not canceled any indebtedness owing to it or any claims that it might have possessed, waived any material rights of substantial value or sold, leased, encumbered, transferred, or otherwise disposed of, or agreed to sell, lease, encumber, or otherwise dispose of its assets or permitted any of its assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind;
(b) The Corporation has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, except in the Ordinary Course of Business;
(c) The Corporation has not made any changes in the types, nature, composition or quality of the services of the Business and there has not been any material adverse change in the sales, revenue or net income of the Business;
(d) The Corporation has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases and licenses) that remains in effect on the date hereof involving more than $10,000 or outside the Ordinary Course of Business;
(e) No party (including the Corporation) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) to which the Corporation is a party or by which it is bound involving more than $10,000 or outside the Ordinary Course of Business;
(f) The Corporation has not permitted any Claims to be imposed upon any of its assets, tangible or intangible, outside the Ordinary Course of Business;
(g) The Corporation has not made any capital expenditure (or series of related capital expenditures) either involving more than $10,000 or outside the Ordinary Course of Business;
(h) The Corporation has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person;
7 13 (i) The Corporation has not issued, or agreed to issue, any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $10,000 or outside the Ordinary Course of Business;
Absence of Certain Changes; Conduct of Business. To the extent required by GAAP, all liabilities and material obligations of the Company and its Subsidiaries have been reflected, disclosed or reserved against in the Company Financial Statements (or footnotes thereto), dated as of December 31, 2015, and since such date (1) other than in the ordinary and usual course of business consistent with past practice or otherwise in connection with the Merger, the Subsequent Mergers and the other transactions contemplated by this Agreement, the Company and its Subsidiaries have not incurred any material obligation or liability, whether or not accrued, contingent or otherwise and whether or not required to be disclosed, (2) the Company and its Subsidiaries have conducted their respective businesses in all material respects in the ordinary and usual course consistent with past practice, (3) neither the Company nor any of its Subsidiaries has taken any of the actions referenced in Section 4.1, and (4) no event has occurred or fact or circumstance has arisen that, individually or taken together with all other events, facts, and circumstances, has had or is reasonably likely to have a Material Adverse Effect on the Company.
Absence of Certain Changes; Conduct of Business. (i) Except as set forth on Schedule 4.1(v)(i) attached hereto, since May 31, 1998, there has not been any Material Adverse Effect or any development or combination of developments of which the Seller has Knowledge that is reasonably likely to result in any Material Adverse Effect.
(ii) Except as set forth on Schedule 4.1(v)(ii) attached hereto, since May 31, 1998, the Seller has not (A) made or committed to make any capital expenditures (excluding the purchase of Portfolio Property) except for those not in excess of $50,000 per capital project, (B) waived or committed to waive any rights which could have a Material Adverse Effect, (C) suffered any extraordinary loss or extraordinary losses (as defined in Opinion No. 30 of the Accounting Principles Board of the American Institute of Certified Public Accountants and any amendments or interpretations thereof), or (D) suffered any damage, destruction or casualty loss, whether or not covered by insurance, in excess of $5,000 in the case of any individual loss, or $50,000 with respect to the aggregate of all such losses.
(iii) Except as set forth on Schedule 4.1(v)(iii) attached hereto, since May 31, 1998, the Seller has not (A) made or agreed to make any increase in the compensation payable or to become payable to any Employee, except for regularly scheduled increases in compensation payable or increases otherwise occurring in the ordinary and usual course of business consistent with past practices, (B) made or agreed to make any increase in any Benefit Plan, (C) failed promptly to pay and discharge current liabilities, except in the case of such liabilities disputed in good faith for which adequate reserves are maintained in accordance with generally accepted accounting principles as in effect in the United States on the date of this Agreement, or (D) permitted any Lien on any of the Transferred Assets other than Permitted Liens.
(iv) Since May 31, 1998, the Seller has used all reasonable efforts to preserve the Business substantially intact and to preserve its present relationships with (A) each Employee and (B) each Person (including any broker) having any business relationship which is advantageous to it, the Business or the Transferred Assets, the discontinuance of which relationship, in either case, could have a Material Adverse Effect. Since May 31, 1998, PBCC and its Affiliates have conducted their respective business relationships with the Seller only in the ordinary and usual course, consistent with t...
Absence of Certain Changes; Conduct of Business. (a) Since December 31, 2003 (i) the Company and its Subsidiaries have conducted their business in the ordinary course consistent with past practices, (ii) there has not been any fact, event, circumstance or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect, (iii) there has not been any damage, destruction or loss (whether or not covered by insurance) with respect to any of the material assets of the Company or any of its Subsidiaries and (iv) neither the Company nor any of its Subsidiaries have taken any action that would have been prohibited had Sections 5.01(a), (b), (c), (d), (f) (h) (with respect to clause (h) only, to the extent that such actions are other than in the ordinary course of business consistent with past practice), (i), (j) (k), (l), (n) (with respect to clause (n) only, without regard to consent and other than in the ordinary course of business consistent with past practice), (p), (q) and (r) been in effect as of December 31, 2003.
(b) The business and operations of the Company and its Subsidiaries are not being conducted in default or violation of any term, condition or provision of (i) their respective Certificates of Incorporation or Bylaws or similar organizational documents, or (ii) any note, bond, mortgage, indenture, contract, lease or other instrument or agreement of any kind to which the Company or any of its Subsidiaries is now a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except, with respect to the foregoing clause (ii), defaults or violations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Absence of Certain Changes; Conduct of Business. (a) Since the Balance Sheet Date, the Willtek Group has conducted the operations and affairs of the Business only in the Ordinary Course consistent with Past Practice and there has not occurred a Seller Material Adverse Effect or any events and circumstances which reasonably could be expected to result in a Seller Material Adverse Effect.
(b) In addition to, and not in limitation of the foregoing, since the Balance Sheet Date, the Willtek Group has not: (i) encumbered any of the Acquired Assets or material property of the Business; (ii) hired additional employees, converted full time employees to part time employees, or increased or accelerated the payment or vesting of compensation or other remuneration or benefits payable or to become payable to any of the current directors, officers or other employees or agents of the Business other than as expressly required by the terms of employment agreements or works agreements existing on the date hereof and disclosed to the Buyers or Parent;
(iii) adopted or (except as otherwise required by applicable Law) amended or made any unscheduled contribution to any Employee Plan for or with employees, or entered into any collective bargaining or works agreement covering any employees of the Business; (iv) waived any right under, or terminated or modified, any Contract, except for terminations of Contracts upon their expiration in accordance with their terms; (v) created, incurred, assumed or otherwise become liable for any Indebtedness in an aggregate amount in excess of $50,000 or guaranteed or endorsed any obligation or the net worth of any Person, in each case in respect of or otherwise relating to or affecting the Business; (vi) except in the Ordinary Course consistent with Past Practice, paid, discharged or satisfied any claim, obligation or Liability of the Business in an aggregate amount in excess of $50,000; (vii) sold, transferred, leased or otherwise disposed of any of the Acquired Assets, except in the Ordinary Course in a manner consistent with Past Practice and for a cash consideration equal to the fair value thereof at the time of such sale, transfer, lease or other disposition; (viii) sold, transferred, leased, licensed or otherwise disposed of any Intellectual Property or other intangible assets that are part of the Acquired Assets or disclosed any confidential Proprietary Information relating to the Business to any Person; (ix) cancelled, compromised, released or waived any debt, claim or right in respec...
Absence of Certain Changes; Conduct of Business. Except as set forth in the Company SEC Reports, since March 31, 2002, neither Aros nor any of its subsidiaries has suffered any adverse changes in its business, operations or financial condition which are material to Aros and its subsidiaries taken as a whole (other than changes generally affecting the industries in which Aros operates, including changes due to actual or proposed changes in law or regulation, or changes relating to the transactions contemplated by this Agreement, including the change in control contemplated hereby) or entered into any transaction, or conducted its business or operations, other than in the ordinary and usual course of business and consistent with past practice and other than in connection with the Aros' exploration of alternatives leading to the execution of this Agreement.
Absence of Certain Changes; Conduct of Business. Since May 31, 2011, the Business has been conducted by the North American Companies in the Ordinary Course of Business and there has not been any Material Adverse Change. Except as set forth on Schedule 4.15, since May 31, 2011, the North American Companies have not:
(a) failed to duly comply in all material respects with all applicable Laws and Governmental Approvals, including all Environmental Laws, applicable to the Business of the North American Companies;
(b) failed to maintain and repair any assets of the North American Companies (including the making of scheduled capital expenditures) in the Ordinary Course of Business and consistent with past practice;
(c) created any new Lien on any of the assets of the North American Companies, other than Permitted Liens;
(d) except in the Ordinary Course of Business, waived or released any material right;
(e) except as required by Law, this Agreement or any Benefit Plan disclosed on Schedule 4.18, (i) granted any severance or termination pay to any Employee of the North American Companies, (ii) entered into any Employment Agreement (or any amendment to any such existing agreement) with any Employee of the North American Companies, (iii) increased benefits payable under or, except as expressly required or permitted by this Agreement, conditions concerning eligibility to receive benefits under any existing severance or termination pay policies or employment agreements with respect to any Employee of the North American Companies, (iv) established, amended or terminated any Benefit Plan, or (v) increased compensation, bonus or other benefits payable to any Employee of the North American Companies, other than, in the case of clauses (i) through (v) above, in the Ordinary Course of Business;
(f) sold, assigned or otherwise transferred, or agreed to sell, assign or otherwise transfer, any of the assets owned by a North American Company, or any of the North American Companies’ interests therein (except for sales of Inventory in the Ordinary Course of Business);
(g) made any change in any accounting principle or costing methodology with respect to the assets owned by any North American Company or the Business of the North American Companies, except to the extent required by GAAP;
(h) made any Tax election or settled or compromised (or agreed to settle or compromise) any Liability for Taxes that would reasonably be expected to materially and adversely affect a North American Company, the Business of the North American Co...
Absence of Certain Changes; Conduct of Business. Except as set forth on Schedule 4.14, during the period from the Most Recent Fiscal Year End to and including the date of this Agreement:
(a) the Corporation has not canceled any indebtedness owing to it or any claims that it might have possessed, waived any material rights of substantial value or sold, leased, encumbered, transferred, or otherwise disposed of, or agreed to sell, lease, encumber, or otherwise dispose of its assets or permitted any of its assets to be subjected to any Security Interest;
(b) the Corporation has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, of the Corporation except in the Ordinary Course of Business;
(c) the Corporation has not made any changes in the types, nature, composition or quality of the services of its business and there has not been any adverse change in the sales, revenue or net income of its business;
(d) the Corporation has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases and licenses) involving more than $15,000 or outside the Ordinary Course of Business;
(e) no party (including the Corporation) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) to which the Corporation is a party or by which it is bound involving more than $15,000 or outside the Ordinary Course of Business;
(f) the Corporation has not allowed any Security Interest to be imposed upon any of its assets, tangible or intangible outside the Ordinary Course of Business;
Absence of Certain Changes; Conduct of Business. Since December 31, 2013, (i) other than in the ordinary course, the Company and its Subsidiaries have not incurred any material obligation or Liability, whether or not accrued, contingent or otherwise and whether or not required to be disclosed, (ii) the Company and its Subsidiaries have conducted their respective businesses in all material respects in the ordinary course, (iii) no Seller and no Company Subsidiary has taken any of the actions referenced in Section 4.01, and (iv) no event has occurred or fact or circumstance has arisen that, individually or taken together with all other events, facts and circumstances, has had or is reasonably likely to have a Material Adverse Effect with respect to the Company or its Subsidiaries, taken as a whole.
Absence of Certain Changes; Conduct of Business. Since the Balance Sheet Date, (a) no event or development has occurred which has had, or could reasonably be expected to have, a Company Material Adverse Effect, and (b) the business and operations of the Company and each of its Subsidiaries have been conducted in the ordinary course consistent with past practice.
