Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, with respect to Seller, there has not been any:
(a) Material Adverse Effect;
(b) material change in any method of accounting or accounting practice for Seller, except as required by applicable Law, GAAP, GAGAS or as disclosed in the notes to the Financial Statements;
(c) entry into any Material Contract;
(d) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the operation of the University except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice;
(e) transfer, assignment, sale or other disposition of any of the Institutional Assets shown or reflected in the Balance Sheet, other than transactions in the ordinary course of business consistent with past practice;
(f) cancellation of any debts or claims, or any amendment, termination or waiver of any rights constituting Institutional Assets;
(g) transfer or assignment of or grant of any license or sublicense under or with respect to any Intellectual Property Assets or any Intellectual Property licensed to Seller under any Intellectual Property Agreements (in each case, except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice);
(h) abandonment or lapse of or failure to maintain in full force and effect any Intellectual Property Registration related to any Intellectual Property Asset, or failure to take or maintain reasonable measures to protect the confidentiality of any trade secrets included in the Intellectual Property Assets;
(i) material damage, destruction or loss, or any material interruption in use, of any Institutional Assets, whether or not covered by insurance;
(j) acceleration, termination, material modification to, or cancellation of any Transferred Contract or any Permit;
(k) material unbudgeted capital expenditures that would constitute an Assumed Liability;
(l) imposition of any Encumbrance, other than any Permitted Encumbrance, upon any of the Institutional Assets;
(m) any: (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current employees or independent contractors of Seller, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for an...
Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by the Agreement or as set forth on Section 3.08 of the Disclosure Schedules, from December 31, 2014 until the date of this Agreement, the Company has been operated (or Seller has caused the Company to operate) in the ordinary course of business consistent with past practice in all material respects and there has not been any:
(a) event, occurrence or development that has had a Material Adverse Effect;
(b) material amendment of the Constituent Documents of the Seller, as it may relate to the Company or the Business, or the Company;
(c) adoption or change of any method of accounting or accounting practice of the Company, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements;
(d) incurrence, assumption or guarantee of any Indebtedness in an aggregate amount exceeding $10,000, except unsecured current trade obligations and liabilities incurred in the ordinary course of business;
(e) creation or other incurrence of any Encumbrance on any material asset of the Company other than Permitted Encumbrances;
(f) sale, transfer, lease, license or other disposition of any of the assets shown or reflected on the Balance Sheet, except (i) in the ordinary course of business consistent with past practice or (ii) except with respect to Intellectual Property, for any assets having an aggregate value of less than $10,000;
(g) (i) adoption, amendment or modification of any Benefit Plan, except as required under applicable Law, the terms of any Material Contract or the terms of the individual Benefit Plan; (ii) grant or increase of any compensation (including any retention or change in control bonus), benefits or severance or termination pay to any current or former employee, officer, director or independent contractor of the Company, (iii) acceleration of the vesting or payment of, or funding or in any other way securing the payment, compensation or benefits under, any Benefit Plan, (iv) hiring or termination of any Employee with an annual base salary or base wages exceeding $50,000, or (v) transferring to the Company the employment of any Person whose work duties have not been primarily dedicated to the Business or transferring out of the Company the employment of any Person whose work duties have been primarily dedicated to the Business;
(h) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any ...
Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any:
(a) event, occurrence, or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(b) amendment of the Organizational Documents of the Company;
(c) split, combination, or reclassification of any membership interests in the Company;
(d) issuance, sale, or other disposition of, or creation of any Encumbrance on, any membership interests in the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any membership interests in the Company;
(e) declaration or payment of any distributions on or in respect of any membership interests in the Company or redemption, purchase, or acquisition of the Company’s outstanding membership interests;
(f) material change in the Company’s cash management practices and any of their policies, practices, and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;
(g) entry into any Contract that would constitute a Material Contract;
(h) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice;
(i) transfer, assignment, sale, or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements;
(j) material damage, destruction, or loss (whether or not covered by insurance) to its property;
(k) any capital investment in, or any loan to, any other Person;
(l) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound;
(m) any material capital expenditures;
(n) imposition of any Encumbrance upon any of the properties or assets, tangible or intangible, of the Company;
(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 stat...
Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any change, event, condition, or development that is, or could reasonably be expected to be, individually or in the aggregate, materially adverse to the business, results of operations, condition (financial or otherwise), or assets of the Company.
Absence of Certain Changes, Events and Conditions. Except as contemplated by this Agreement or as set forth on Schedule 4.05, since December 31, 2019 until the date of this Agreement, Sellers have operated the Business in the Ordinary Course of Business in all material respects and there has not been, with respect to the Business, any:
(a) event, occurrence or development that has had a Material Adverse Effect;
(b) incurrence, assumption or guarantee of any Indebtedness;
(c) sale or other disposition of any of the assets that would have been Transferred Assets shown or reflected in the Balance Sheet, except for any such assets that would have been Transferred Assets having an aggregate value of less than $150,000;
(d) cancellation of any material debts or Claims or amendment, termination or waiver of any rights constituting Transferred Assets, except in the Ordinary Course of Business;
(e) except for the License Agreements and in connection with the sale of services in the Ordinary Course of Business, the transfer, assignment or grant of any exclusive license or sublicense of any material rights under or with respect to any Transferred Intellectual Property;
(f) abandonment or lapse of or failure to maintain in full force and effect any material Registered Intellectual Property included in the Owned Intellectual Property, except in the Ordinary Course of Business;
(g) material damage, destruction or loss, or any material interruption in use, of any Transferred Assets, whether or not covered by insurance;
(h) material capital expenditures which would constitute an Assumed Liability;
(i) 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 the filing of any bankruptcy petition against the Business under any similar Law; or
(j) any agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.
Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any member of the Company Group, any:
(a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect;
(b) amendment of the charter, by-laws or other organizational documents of the Company;
(c) split, combination or reclassification of any shares of its capital stock;
(d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock;
(e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock;
(f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements;
(g) material change in its cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;
(h) entry into any Contract that would constitute a Material Contract;
(i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice;
(j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements;
(k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements;
(l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property;
(m) material damage, destruction or loss (whether or not covered by insurance) to its property;
(n) any capital investment in, or any loan to, any other Person;
(o) acceleration, ter...
Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, the business of the Royale Parties has been conducted in the ordinary course of business and there has not been or occurred:
(a) any Royale Material Adverse Effect or any event, condition, change or effect that could reasonably be expected to have, individually or in the aggregate, a Royale Material Adverse Effect; or
(b) except as disclosed on Section 5.08 of the Royale Disclosure Schedules, any event, condition, action or effect that, if taken during the period from the date of this Agreement through the Closing Date, would constitute a breach of Section 6.01.
Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, the business of the Partnership and each of its Subsidiaries has been conducted in the ordinary course of business and there has not been or occurred:
(a) any Partnership Material Adverse Effect or any event, condition, change or effect that could reasonably be expected to have, individually or in the aggregate, a Partnership Material Adverse Effect; or
(b) except as disclosed on Section 4.08 of the Disclosure Schedules, any event, condition, action or effect that, if taken during the period from the date of this Agreement through the Closing Date, would constitute a breach of Section 6.01.
Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.07 of the Company Disclosure Schedules, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any:
(a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(b) amendment of the Company Charter Documents;
(c) split, combination or reclassification of any of its Units;
(d) issuance, sale or other disposition of any of its Units or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its Units;
(e) declaration or payment of any dividends or distributions on or in respect of any of its Units or redemption, purchase or acquisition of its Units;
(f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements;
(g) entry into any Contract that would constitute a Material Contract;
(h) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice;
(i) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements;
(j) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements;
(k) material damage, destruction or loss (whether or not covered by insurance) to its property;
(l) any capital investment in, or any loan to, any other Person;
(m) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound;
(n) any material capital expenditures;
(o) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible;
(p) any loss, damage, destruction or eminent domain taking, whether or not covered by insurance, with respect to any of its material assets or the business;
(i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former e...
Absence of Certain Changes, Events and Conditions. Since the date of the financial statements filed in the Company’s annual report filed on Form 20-F with the SEC on September 28, 2017, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any:
(i) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined in Section 3(i));
(ii) amendment of the articles or memorandum of association of the Company;
(iii) split, combination or reclassification of any shares of its capital stock;
(iv) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock other than as disclosed to the Buyer;
(v) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock;
(vi) material change in any method of accounting or accounting practice of the Company, except as required by U.S. GAAP or as disclosed in the notes to the Financial Statements;
(vii) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and liabilities incurred in the ordinary course of business consistent with past practice;
(viii) capital investment in, or any loan to, any other person;
(ix) imposition of any encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible;
(x) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees;
(xi) entry into an IP Contract; or
(xii) contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.
