Absence of Certain Liabilities and Changes. Except to the extent reflected or reserved for in the Preliminary Balance Sheet, there are no liabilities or obligations material to the Business or the Assets that would normally be shown on a balance sheet prepared in accordance with the Accounting Principles except (i) liabilities or obligations incurred in the ordinary course of business since the date of the Preliminary Balance Sheet, and (ii) liabilities and obligations disclosed in the Schedules hereto and liabilities and obligations not required to be so disclosed because of their failure to meet the materiality thresholds set forth therein, and (iii) liabilities and obligations which are being retained by Sellers or allocated to Buyer under the terms of this Agreement. Since the date of the Preliminary Balance Sheet, Sellers have operated the Business in the ordinary course and, except as set forth on Schedule 4.5, or contemplated by Schedule 6.2, there has not been:
(a) any change in the business, financial condition or results of operations of the Business that has had or could reasonably be expected to have a Material Adverse Effect;
(b) any change in any of the Assets or any change in the manner of conducting the Business that has had or could reasonably be expected to have a Material Adverse Effect;
(c) any damage, destruction or loss not covered by insurance that has had or could reasonably be expected to have a Material Adverse Effect;
(d) any material transaction made by Sellers relating to the Assets or Business (including the acquisition or disposition of Assets or the entering into or terminating any contract or transaction involving more than $20,000) other than in the ordinary course of business consistent with past practice or as otherwise permitted or contemplated by this Agreement;
(e) any lien, security interest or other encumbrance ("Lien") created or assumed by the Sellers on any of the Assets other than a Permitted Lien (as such term is defined in Section 4.13);
(f) any grant of any severance or termination pay by the Sellers to any executive officer or director of the Sellers or any increase in compensation or benefits payable by the Sellers under existing employment agreements or severance or termination pay policies to any of their employees other than (x) in the ordinary course of business consistent with past practices, including without limitation normal merit increases for salaried employees, (y) increases or grants required by contracts disclosed herein or by applicable...
Absence of Certain Liabilities and Changes. Since the date of the Financial Statement and other than the voluntary transfer of the Assets to the Bank, there has not been any material adverse change in the Assets or in the financial condition, business or results of operations of Geographics. Without limiting the foregoing, since the date of the Financial Statement, there has not occurred any:
(a) sale, mortgage, encumbrance, lease, license or other disposition of any of the Assets, except for sales of inventory in the ordinary course of business;
(b) damage, destruction or loss affecting the Assets; or
(c) any incurrence of indebtedness or other liabilities other than trade payables in the ordinary course of business.
Absence of Certain Liabilities and Changes. From the date of this Agreement and through the Applicable Transition Date, none of the Transit Alliance Companies, Varsity or GTJ will (i) grant (or enter into an agreement to grant) any general increase (“general increase”, for purposes hereof, means an increase generally applicable to a class or group of employees of a company but does not include increases granted to individual employees for merit, length of services, change in position or responsibility or other reasons applicable to specific employees and not generally to a class or group) in any rate or rates of salaries or compensation to directors, officers or employees or agents or any specific increase in the salary or compensation to any officer, agent or employee; (ii) fail to inform the City of any material damage, destruction or loss to any Acquired Asset, whether or not covered by insurance; or (iii) establish any new plan, program or arrangement or, except as expressly provided for hereby, adopt a material modification or amendment or provision for material increases in any existing plan, program or arrangement, or written interpretation or announcement by a Transit Alliance Company, Varsity or GTJ under any Plan which would materially increase the expense of maintaining such Plan. For purposes of this section, “Plan” means any plan, program, policy, fund, arrangement, or agreement providing for benefits for employees of a Transit Alliance Company, Varsity or GTJ, including, without limitation, any “employee benefit plan” as that term is defined in Section 3(3) of the ERISA, all retirement, pension benefit, profit sharing, medical, dental, disability, vacation, hospitalization, incentive, bonus, executive compensation, deferred compensation, and any other similar material fringe or employee benefit plan, fund, program or arrangement, whether or not covered by ERISA, which is maintained by a Transit Alliance Company, Varsity or GTJ for the benefit of, or relates to, any or all present or former employees or directors of such Transit Alliance Company, Varsity or GTJ. Notwithstanding the foregoing, the parties hereto recognize and agree that certain Transit Alliance Companies are contributing employers to either multi-employer or single employer pension and health and welfare plans for such Transit Alliance Companies’ unionized employees, and that the boards of trustees for such plans have the authority to modify or amend the plans; provided, however, to the extent appropriate, such Transit A...
Absence of Certain Liabilities and Changes. (a) [INTENTIONALLY OMITTED]
(b) Since the Latest Balance Sheet Date, the Company and each Company Group member have conducted their business in the ordinary course of business in a manner consistent with past practices, and neither the Company nor any Company Group member has had any material change in its assets or become subject to any material liabilities or obligations other than liabilities or obligations (i) incurred in the ordinary course of business consistent with past practices, or (ii) incurred in connection with this Agreement and set forth in Section 5.7(b) of the Company Disclosure Letter.
(c) Except as set forth in Section 5.7(c) of the Company Disclosure Letter, since Latest Balance Sheet Date, there has not been:
(i) any Company Material Adverse Change;
(ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any capital stock of the Company or any Company Group member;
(iii) any split, combination or reclassification of any capital stock of the Company or any Company Group member 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 Company Group member;
(iv) any redemption, purchase, or other acquisition by the Company or any Company Group member of any of its equity capital;
(v) any payment or transfer of assets (including without limitation any repayment of indebtedness) to or for the benefit of any equity holder of the Company or any Company Group member, other than compensation and expense reimbursements paid in the ordinary course of business;
(vi) any revaluation by the Company or any Company Group member of any of its assets, including, without limitation, the writing down or off of notes, accounts or other receivables, other than in the ordinary course of business;
(vii) any entry by the Company or any Company Group member into any Material Agreement;
(viii) any increase in indebtedness for borrowed money (including capital leases) or any Contract to guarantee the indebtedness of any Person;
(ix) any breach or default (or event that with notice or lapse of time would constitute a breach or default), termination, or threatened termination under any Material Agreement by the Company or any Company Group member, or, to the Company's Knowledge, by any third Person;
(x) any change by the Company or any Company Group member in its accountin...
Absence of Certain Liabilities and Changes. Except to the extent reflected or reserved for in the Preliminary Balance Sheet, the Subsidiaries do not have any liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent or otherwise) except (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of the Preliminary Balance Sheet pursuant to contracts listed on Schedule 4.9, (ii) other liabilities or obligations not required to be shown on a balance sheet prepared in accordance with the Accounting Principles incurred in the ordinary course of business consistent with past practice and which are not material in nature or amount individually or in the aggregate, and (iii) liabilities and obligations disclosed on Schedule 4.7. Since the date of the Preliminary Balance Sheet, the Subsidiaries have operated the Business in the ordinary course and, except as set forth on Schedule 4.7, there has not been:
(a) any Material Adverse Effect;
(b) any material change in the accounting methods, practices or principles of the Subsidiaries;
(i) any grant or payment of, or commitment to pay, any severance or termination pay by the Subsidiaries to any officer, director, employee, consultant, agent or other representative of the Subsidiaries or any
Absence of Certain Liabilities and Changes. (a) Except as set forth on Section 3.7(a) of the Disclosure Letter, in the audited financial statements of the Company for the period ended as of
Absence of Certain Liabilities and Changes. Except (a) for liabilities and obligations reflected or reserved for in the Balance Sheet, (b) for liabilities and obligations incurred in the ordinary course of business since the date of the Balance Sheet, (c) for liabilities and obligations incurred in connection with the Merger or otherwise as contemplated by this Agreement and (d) as set forth in Schedule 3.8, there are no liabilities or obligations, secured or unsecured (whether accrued, absolute, contingent or otherwise) which would be required by GAAP to be reflected or reserved against in a consolidated balance sheet of Auric or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a material adverse effect with respect to Auric. Since the date of the Balance Sheet, Auric has been operated in the ordinary course consistent with past practice and, except as set forth on Schedule 3.8, or contemplated by Schedule 5.2, there has not been:
(a) any material adverse effect with respect to Auric;
(b) any material change in the accounting methods or principles of Auric;
(c) any grant of any severance or termination pay by Auric to any executive officer or director of Auric or any increase in compensation or benefits payable by Auric under existing employment agreements or severance or termination pay policies to any of their employees other than (i) in the ordinary course of business consistent with past practices, (ii) increases or grants required by contracts disclosed herein or by applicable law, or (iii) increases, agreements and bonuses disclosed in Schedule 3.14;
(d) any entry by Auric into any employment, bonus or deferred compensation agreement with any of its directors, officers or other employees, other than as disclosed in Schedule 3.14;
(e) any entry by Auric into, or any amendment or termination of, any material contract, agreement, lease, franchise, security, instrument, permit or license between Auric and any party, except in the ordinary course of business;
(f) any declaration or payment of a distribution of cash or any other asset of Auric to Auric Stockholders (i) in the nature of a dividend, (ii) in redemption or as the purchase price of any of its capital stock, or (iii) in discharge or cancellation, whether in part or in whole, of any indebtedness owing to Auric Stockholders, other than as disclosed on Schedule 3.14; or
(g) any purchase commitments in excess of its normal business requirements.
Absence of Certain Liabilities and Changes. Since the date of the Financial Statement, there has not been any material adverse change in the Assets or in the financial condition, business or results of operations of Seller. Without limiting the foregoing, since the date of the Financial Statement, there has not occurred any: (a) sale, mortgage, encumbrance, lease, license or other disposition of any of the Assets, except for sales of inventory in the ordinary course of business; (b) damage, destruction or loss affecting the Assets; or (c) any incurrence of indebtedness or other liabilities other than trade payables in the ordinary course of business.
Absence of Certain Liabilities and Changes. Except
(1) to the ------------------------------------------ extent reflected or reserved for in the September 30, 1995 Financial Statements and (2) for liabilities or obligations incurred in the ordinary course of business since September 30, 1995, there are no material obligations or liabilities of JWS, except liabilities disclosed herein or in the schedules hereto, and obligations and liabilities that could not reasonably be expected to have a Material Adverse Effect. Since September 30, 1995, JWS has operated its business in the ordinary course and there has not been, except as set forth in Schedule 3.1(k), (i) any transaction, occurrence or commitment (for capital expenditures or otherwise) that was not in the ordinary course of business; (ii) any material adverse change in the business, affairs or financial condition of JWS; (iii) any lease, sale, abandonment or transfer of, or the creation of any Lien (other than Permitted Exceptions) on any properties or assets material to the Business; (iv) a grant of, or an agreement to grant, any general increase other than pursuant to the Collective Bargaining Agreement (the "Collective Bargaining Agreement") between JWS and the Union, which was effective March, 1994 ("general increase", for purposes hereof, means an increase in any rates of salaries or compensation generally applicable to a class or group of employees of a company, but not including increases granted to individual employees for merit, length of services, change in position or responsibility or other reasons applicable to specific employees and not generally to a class or group) in any rate or rates of salaries or compensation to directors, officers or employees or
Absence of Certain Liabilities and Changes. Except to the extent reflected or adjusted for in the Closing Date Balance Sheet, or otherwise disclosed on Schedules hereto, there are no liabilities or obligations material to the Businesses, or the Companies as a whole, as of the Closing Date, except those liabilities and obligations disclosed on Schedule 3.15 hereto.
