Absence of Certain Changes, Etc. Except as contemplated by the Business Combination and this Agreement, since September 30, 2018:
(a) there has been no Material Adverse Change in the Darien Group;
(b) no Darien Group Member has:
(i) sold, transferred, distributed, or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing, except in the ordinary course of business, except as disclosed in the Darien Circular, by news release or in the Letter of Intent;
(ii) incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is likely to have a Material Adverse Effect on the Darien Group;
(iii) made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment in excess of $25,000;
(iv) made or agreed to make any material increase in the compensation payable to any employee or director except for increases made in the ordinary course of business and consistent with presently existing policies or agreement or past practice or as disclosed in writing to Vireo or as will not result in a cash balance of less than $nil as at the Effective Date;
(v) conducted its operations in any way other than in all material respects in the normal course of business;
(vi) entered into any material transaction or material Contract, or amended or terminated any material transaction or material Contract, except transactions or Contracts entered into in the ordinary course of business; or
(vii) agreed or committed to do any of the foregoing; and
(c) there has not been any declaration, setting aside or payment of any dividend with respect to Darien’s share capital.
Absence of Certain Changes, Etc. Except in connection with the transaction contemplated hereby, since December 31, 2013, Seller’s business at the Branches has been conducted only in, and there has not been any material transaction other than according to, the ordinary and usual course of such business and there has not been any material adverse change, individually or in the aggregate, in the condition (financial or otherwise), properties, business or results of operations of the Branches, or any development or combination of developments (other than those related to general economic conditions or conditions generally affecting the industry and/or areas in which the Branches operate) which, individually or in the aggregate, is reasonably likely to result in any such change.
Absence of Certain Changes, Etc. Except as contemplated by the Business Combination and this Agreement, since December 31, 2017:
(a) there has been no Material Adverse Change in Schyan;
(b) Schyan has not: (i) sold, transferred, distributed, or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing, except in the ordinary course of business; (ii) incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is likely to have a Material Adverse Effect on Schyan; (iii) prior to the date hereof, made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment; (iv) made or agreed to make any material increase in the compensation payable to any employee or director except for increases made in the ordinary course of business and consistent with presently existing policies or agreement or past practice; (v) conducted its operations other than in all material respects in the normal course of business; (vi) entered into any material transaction or material Contract, or amended or terminated any material transaction or material Contract, except transaction or Contracts entered into in the ordinary course of business; and (vii) agreed or committed to do any of the foregoing; and
(c) there has not been any declaration, setting aside or payment of any dividend with respect to Schyan’s share capital.
Absence of Certain Changes, Etc.
(a) there has been no Material Adverse Change in Xxx;
(b) Xxx has not:
(i) sold, pledged, encumbered, transferred, distributed, or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing, except in the ordinary course of business;
(ii) incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is likely to have a Material Adverse Effect on Xxx;
(iii) prior to the date hereof, made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment in excess of $50,000;
(iv) made or agreed to make any material increase in the compensation payable to any employee, officer or director except for increases made in the ordinary course of business and consistent with presently existing policies or agreement or past practice, or made or agreed to make any bonus, stock option or other additional salary or compensation to any person or to grant any person any increase in severance or termination pay;
(v) conducted its operations other than in all material respects in the normal course of business, consistent with past practice;
(vi) entered into any material transaction or Material Contract, or amended or terminated any material transaction or Material Contract, except transactions or Contracts entered into in the ordinary course of business; made any change in accounting policies, principles, methods, practices or procedures;
(vii) effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Xxx Shares;
(viii) suffered a material loss, destruction or damage to any of its property, whether or not insured;
(ix) waived or cancelled any material, right, debt or claim owed to it;
(x) made any payment or loan to, or borrowed any moneys from or otherwise been indebted to, any director, officer, shareholder, employee of Xxx or any person not dealing at arm’s length with Xxx;
(xi) agreed or committed to do any of the foregoing; and
(c) there has not been any declaration, setting aside or payment of any dividend with respect to Leo's capital stock.
Absence of Certain Changes, Etc. Except in connection with the transaction contemplated hereby, since December 31, 2010, Seller’s business at the Branches has been conducted only in, and there has not been any material transaction other than according to, the ordinary and usual course of such business and (a) there has not been any change in the condition (financial or otherwise), properties, business or results of operations of the Branches, or any development or combination of developments (other than those related to general economic conditions or conditions generally affecting the areas in which the Branches operate) which, individually or in the aggregate, is reasonably likely to result in a Material Adverse Effect; provided that, Seller makes no representation or warranty that there will be no change in the level of Deposits prior to the Closing Date that would reasonably be likely to result in a Material Adverse Effect, or that there will be any certain level of Deposits on the Closing Date, or (b) except as the parties may otherwise agree in writing, there has not been any material change by Seller in accounting principles, practices or methods that would affect the items reflected in the Preliminary Closing Statement or the Final Closing Statement, except as may be required by changes in GAAP.
Absence of Certain Changes, Etc. Except as set forth on -------------------------------- Schedule 5.12, since the date of the Financial Statements, there has been no material adverse change in the Assets (including the fair market value thereof), business, operations, financial condition or prospects of the Companies or in the condition of any of the Assets, or the assets or properties of others leased or used by the Companies, and to the best knowledge of the Shareholders and NCCI, there are no events with respect to any of the foregoing that threaten to disrupt, prevent or impair in a materially adverse manner the conduct of the Companies' business going forward. Except as set forth on Schedule 5.12, since the date of the Financial Statements, each of the Companies has not:
(a) experienced any material damage, destruction or loss to or of any of its material assets, whether or not covered by insurance;
(b) material increased or agreed to make any material increase in the compensation payable to any employee(s), including leased employees, or independent contractor(s), other than in the ordinary course of business;
(c) conducted its operations or participated in any transaction otherwise than in the ordinary course of business;
(d) entered into any transaction or contract, or amended or terminated any transaction or contract which transaction or contract, or amendment or termination thereof, to the knowledge of the Shareholders or NCCI might reasonably be expected to have a material adverse effect on the financial condition, business or operations of the Companies;
(e) cancelled or waived any claim or right of substantial value or sold, transferred, distributed or otherwise disposed of any of their assets, except for a fair consideration in the ordinary course of business;
(f) other than as specifically referred to herein, distributed any of its property or assets to the Shareholders;
(g) incurred any obligation or liability (absolute or contingent) in all cases exceeding $10,000 in the aggregate;
(h) except in the case of NCCI, discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent) other than liabilities disclosed in the Schedules hereto or current liabilities incurred since the date of the Financial Statements in the ordinary course of business;
(i) mortgaged, pledged or subjected to any Lien (as defined in Section 5.4) or charge or any other encumbrance, any assets, tangible or intangible, other than the lien of current state or lo...
Absence of Certain Changes, Etc. Except as contemplated by the Business Combination and this Agreement, since March 31, 2019:
(a) there has been no Material Adverse Change in the Graphite Group;
(b) no Graphite Group Member has:
(i) sold, transferred, distributed, or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing, except in the ordinary course of business;
(ii) incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is likely to have a Material Adverse Effect on the Graphite Group;
(iii) prior to the date hereof, made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment in excess of $50,000;
(iv) made or agreed to make any material increase in the compensation payable to any employee or director except for increases made in the ordinary course of business and consistent with presently existing policies or agreements or past practice;
(v) conducted its operations other than in all material respects in the normal course of business;
(vi) entered into any material transaction or material Contract, or amended or terminated any material transaction or material Contract, except transactions or Contracts entered into in the ordinary course of business; and
(vii) agreed or committed to do any of the foregoing; and
(c) there has not been any declaration, setting aside or payment of any dividend or other distribution with respect to Graphite's share capital.
Absence of Certain Changes, Etc. Except as disclosed in the Tartisan Public Documents, since June 30, 2017:
(a) there has been no Material Adverse Change to Tartisan;
(b) Tartisan has not:
(i) sold, transferred, distributed or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing;
(ii) other than with respect to the acquisition of the Canadian Arrow Assets, prior to the date hereof, made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment in excess of $10,000;
(iii) made or agreed to make any material increase in the compensation payable to any employee or director;
(iv) conducted its operations other than in the normal course of business;
(v) other than with respect to the acquisition of the Canadian Arrow Assets, entered into any material transaction or material Contract, or amended or terminated any material transaction or material Contract; and
(vi) agreed or committed to do any of the foregoing; and
(c) there has not been any declaration, setting aside or payment of any dividend on, or other distribution with respect to, Tartisan’s capital stock.
Absence of Certain Changes, Etc. Except as set forth in Schedule 3.16 or as contemplated under this Agreement, since the date of this Agreement, (i) Seller’s business at the Branch has been conducted only in, and there has not been any material transaction other than according to, the ordinary and usual course of such businesses; and (ii) there has not been any change in the financial condition, prospect, properties, business or results of operations of the Branch which constitutes a Material Adverse Effect, or any development or combination of developments of which Seller has knowledge which, individually or in the aggregate, is reasonably likely to result in a Material Adverse Effect other than changes in general economic conditions or changes in banking laws or regulations of general applicability or interpretations thereof.
Absence of Certain Changes, Etc. Except as contemplated by the Arrangement and this Agreement and as disclosed in the Canadian Arrow Public Documents, since June 30, 2017:
(a) there has been no Material Adverse Change to Canadian Arrow;
(b) Canadian Arrow has not:
(i) sold, transferred, distributed or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing;
(ii) incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) in excess of $10,000;
(iii) other than with respect to the acquisition of the Canadian Arrow Assets, prior to the date hereof, made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment in excess of $10,000;
(iv) made or agreed to make any material increase in the compensation payable to any employee or director;
(v) conducted its operations other than in the normal course of business; and
(vi) agreed or committed to do any of the foregoing; and
(c) there has not been any declaration, setting aside or payment of any dividend on, or other distribution with respect to, Canadian Arrow’s capital stock.
(d) No mining, exploration or development has been undertaken since June 30, 2017 in relation the Kenbridge Nickel Project or the Alexo & Kelex Project.
