Common use of Absence of Certain Changes or Events; Absence of Undisclosed Liabilities Clause in Contracts

Absence of Certain Changes or Events; Absence of Undisclosed Liabilities. (a) Except as set forth in the Company SEC Reports or Section 4.6 of the Company Disclosure Schedule, from January 1, 1999 through the date hereof each of the Company and its Subsidiaries has conducted its business in all material respects only in the ordinary course of such businesses consistent with past practice and there has not been any (i) declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the capital stock of the Company; (ii) repurchase, redemption or other acquisition by the Company or any of its Subsidiaries of any outstanding shares of capital stock or other equity securities of or other ownership interests in, the Company or any of its Subsidiaries, except in accordance with the Stock Plans; (iii) material change in any method of accounting or accounting practices by the Company or any of its Subsidiaries other than as required by GAAP or applicable law; or (iv) material change in the Company's business operations, condition (financial or otherwise), results of operations, assets or liabilities. (b) Except as set forth in the Company SEC Reports filed as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent or otherwise) except (i) liabilities, obligations or contingencies that are accrued or reserved against in the consolidated financial statements of the Company or reflected in the notes thereto for the 3-month period ended March 31, 1999; (ii) normal and recurring liabilities which were incurred after March 31, 1999 in the ordinary course of business consistent with past practice; or (iii) liabilities, obligations or contingencies that would not, in the aggregate, have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Kinder Richard D), Merger Agreement (Morgan Associates Inc)

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Absence of Certain Changes or Events; Absence of Undisclosed Liabilities. (a) Except as set forth in the Company SEC Reports or Section 4.6 of the Company Disclosure ScheduleSince September 30, from January 12005, 1999 through the date hereof each of the Company and its Subsidiaries has subsidiaries have conducted its their business in all material respects only in the ordinary course of such businesses consistent with past practice and and, since such date, there has not been been: (a) any change, event or occurrence which has had, individually or in the aggregate, a Material Adverse Effect; (ib) prior to the date of this Agreement, any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock stock, property or property) with otherwise in respect of the Company’s or any of its subsidiaries’ capital stock, except for any dividend or distribution by a direct or indirect wholly-owned subsidiary of the Company to the capital stock Company or to another direct or indirect wholly-owned subsidiary of the Company; (iic) repurchaseprior to the date of this Agreement, redemption any redemption, repurchase or other acquisition of any shares of capital stock of the Company or any of its subsidiaries; (d) prior to the date of this Agreement, (i) any granting by the Company or any of its Subsidiaries subsidiaries to any of their directors, officers or employees of any outstanding shares increase in compensation, except for increases in the ordinary course of capital stock business or other equity securities increases required under any Company Plan, (ii) any granting to any director, officer or employee of or other ownership interests in, the Company or its subsidiaries of the right to receive any of its Subsidiariesseverance or termination pay not provided for under any Company Plan, except in accordance with the Stock Plans; or (iii) material change in any method of accounting or accounting practices entry by the Company or any of its Subsidiaries other than subsidiaries into any employment, consulting, severance, change in control or compensation agreement or arrangement with any director, officer or employee of the Company or its subsidiaries, or any material amendment of any Company Plan; (e) prior to the date of this Agreement, any material change by the Company in its accounting principles, except as required may be appropriate to conform to changes in statutory or regulatory accounting rules or generally accepted accounting principles or regulatory requirements with respect thereto; (f) prior to the date of this Agreement, any material Tax election made, changed or revoked by GAAP the Company or applicable lawany of its subsidiaries, any surrender of a right to claim a material Tax refund or any settlement or compromise of any material Tax liability by the Company or any of its subsidiaries; or (ivg) prior to the date of this Agreement, any material change in the Company's business operations, condition (financial or otherwise), results of operations, assets or liabilities. (b) Except as set forth in tax accounting principles by the Company SEC Reports filed or any of its subsidiaries, except insofar as of the date hereof, neither may have been required by applicable law. Neither the Company nor any of its Subsidiaries subsidiaries has any liabilities or obligations of any nature whatsoever (whether accrued, absolute, accrued, contingent or otherwise) (“Liabilities”), except for those Liabilities that (i) liabilities, obligations or contingencies that are accrued or reserved against in the most recent consolidated financial statements of balance sheet included in the Company SEC Reports filed prior to the date hereof or are reflected in the notes thereto for the 3-month period ended March 31thereto, 1999; (ii) normal and recurring liabilities which were incurred after March 31, 1999 in the ordinary course of business consistent with past practice; practice of the Company since the date of such financial statements, or (iii) liabilitiesas, obligations would not individually or contingencies that would not, in the aggregate, have reasonably be expected to result in a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Collegiate Funding Services Inc)

Absence of Certain Changes or Events; Absence of Undisclosed Liabilities. (a) Except as set forth in the Company SEC Reports or Section 4.6 2.6 of the Company Disclosure Schedule, from January 1, 1999 1998 through the date hereof each of the Company and its Subsidiaries has conducted its business in all material respects only in the ordinary course of such businesses consistent with past practice and there has not been any (i) declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the capital stock of the CompanyCompany other than (x) quarterly cash dividends of $1.25 per share in respect of the outstanding shares of the Company Class A $5 Cumulative Preferred Stock, (y) quarterly cash dividends of, for the first three fiscal quarters of 1998, $.28, and for fiscal quarters thereafter, $.20, per share (after giving effect to the 3-for-2 stock dividend effected by the Company as of December 31, 1998) in respect of the outstanding shares of the Company Common Stock and (z) as of and after May 31, 1999 semi-annual distributions of up to $1.82221 per outstanding PEP Unit payable in accordance with the terms thereof; (ii) repurchase, redemption or other acquisition by the Company or any of its Subsidiaries of any outstanding shares of capital stock or other equity securities of of, or other ownership interests in, the Company or any of its Subsidiaries, except in accordance with the Stock Plans; (iii) any material change in any method of accounting or accounting practices by the Company or any of its Subsidiaries other than as required by GAAP or applicable law; or (iv) material change in the Company's business operations, condition (financial or otherwise), results of operations, assets or liabilities. (b) Except as set forth in the Company SEC Reports filed as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent or otherwise) except (i) liabilities, obligations or contingencies that are accrued or reserved against in the consolidated financial statements of the Company or reflected in the notes thereto for the 39-month period ended March 31September 30, 1999; 1998, (ii) normal and recurring liabilities which were incurred after March 31September 30, 1999 1998 in the ordinary course of business consistent with past practice; practice or (iii) liabilities, obligations or contingencies that would not, in the aggregate, have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (K N Energy Inc)

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Absence of Certain Changes or Events; Absence of Undisclosed Liabilities. (a) Except as disclosed in the SEC Reports or as set forth in the Company SEC Reports or Section 4.6 3.11(a) of the Company Disclosure ScheduleLetter and except for the transactions contemplated hereby, from January 1since December 31, 1999 through the date hereof each of 2002, the Company and its Subsidiaries has Subsidiaries, taken as a whole, have conducted its business in all material respects their businesses only in the ordinary course of such businesses and in a manner consistent with past practice and there has not been any been: (i) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its Subsidiaries that has had or is reasonably likely to have a Material Adverse Effect; (ii) any material change by the Company or any of its Subsidiaries in their accounting methods, principles or practices (except as may be required by applicable Law or GAAP); (iii) any declaration, setting aside or payment of any dividend dividends or other distribution (whether distributions in cash, stock or property) with respect to of shares of the capital stock of the Company; (ii) repurchaseCompany or any of its Subsidiaries or any redemption, redemption purchase or other acquisition by the Company or any of its Subsidiaries of any outstanding of their securities, except with respect to the Preferred Stock; (iv) any split, combination or reclassification of any capital stock of the Company or any of its Subsidiaries or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of capital stock of the Company or any of its Subsidiaries; (v) any acquisition, divestiture, or investment in the equity or debt securities of any Person (including in any joint venture or similar arrangement) material to the Company and its Subsidiaries, taken as a whole; (vi) any entry by the Company or any of its Subsidiaries into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, other than in the ordinary course of business consistent with past practice; (vii) except for periodic adjustments in the ordinary course of business consistent with past practice, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other equity securities employee benefit plan, or any other increase in the compensation payable or to become payable to any directors, officers or employees of or other ownership interests in, the Company or any of its Subsidiaries, except or any grant of severance or termination pay, or any contract or arrangement entered into to make or grant any severance or termination pay, any payment of any bonus, or the taking of any action not in accordance the ordinary course of business consistent with past practice with respect to the Stock Plans; compensation or employment of directors, officers or employees of the Company or any of its Subsidiaries, (iiiviii) any material change in any method of accounting or accounting practices election made by the Company or any of its Subsidiaries for federal or state income Tax purposes, (ix) any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into, (x) any material lease of real or personal property entered into, other than as required by GAAP in connection with foreclosed property or applicable law; in the ordinary course of business consistent with past practice, or (ivxi) material change in the Company's business operations, condition (financial occurrence of any event or otherwise), results the existence of operations, assets any fact or liabilitiescircumstance which could reasonably be expected to have a Material Adverse Effect. (b) Except as set forth in the Company SEC Reports filed as As of the date hereof, except as and to the extent set forth in Section 3.11(b) of the Company Disclosure Letter, in the Financial Statements or in the SEC Reports, neither the Company nor any of its Subsidiaries has any liabilities material Liabilities or obligations (whether absolute, accrued, contingent or otherwise) except (i) liabilities), other than Liabilities or obligations or contingencies that are accrued or reserved against in related to the consolidated financial statements of the Company or reflected in the notes thereto for the 3-month period ended March 31, 1999; (ii) normal and recurring liabilities which were incurred after March 31, 1999 in the ordinary course of business consistent with past practice; or (iii) liabilities, obligations or contingencies that would not, in the aggregate, have a Company Material Adverse Effecttransactions contemplated by this Agreement.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Aegis Communications Group Inc)

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