Common use of Absence of Certain Transactions Clause in Contracts

Absence of Certain Transactions. Since August 31, 2012, (i) the Seller has caused its Business to be operated only in the ordinary course, consistent with past historical practice over the preceding twelve months (“Ordinary Course of Business”), and (ii) there has been no Material Adverse Effect. Without limiting the generality of the foregoing, since such date, with respect to the Business, the Seller has not: (1) disposed of any assets, incurred any accounts payable or receivable, or acquired any material assets, except in the Ordinary Course of Business; (2) entered into or amended or terminated any agreements or arrangements with customers or suppliers other than in the Ordinary Course of Business; (3) entered into or renewed any distribution agreements; (4) granted or entered into any mortgage, security, charge, surety or guarantee (save for Liens arising in the Ordinary Course of Business and which have been discharged prior to Closing); (5) assumed any Liability or obligation, or given any commitment outside the Ordinary Course of Business; (6) permitted any insurances to lapse or done or omitted to do anything which could make any insurance policy void or voidable; (7) altered from its standard collection practices with respect to any accounts receivable; (8) entered into any transaction with any Affiliate with respect to its Business that could have a Material Adverse Effect or delay or prevent the consummation of the transactions contemplated hereby; (9) granted any salary or wage increases, or changed or amended any Employee Plan except in the Ordinary Course of Business; (10) agreed to indemnify, or indemnified, any party to any Purchased Commitment; (11) taken any action, or otherwise omitted to take any action, which, if this Agreement had been in effect at such time, would have reasonably been expected to cause a breach of the Seller’s representations, warranties, covenants and agreements herein; or (12) agreed or committed to do any of the foregoing.

Absence of Certain Transactions. Since August 31July 1, 2012, 2004 (i) the Seller has caused its the Business to be operated only in the ordinary course, consistent with past historical practice over the preceding twelve months (“Ordinary Course of Business”), ; and (ii) there has been no Material Adverse Effect. Without limiting the generality of the foregoing, since such date, with respect to the Business, date the Seller has not: (1) disposed of any assets, incurred any accounts payable or receivable, or acquired any material assets, except in the Ordinary Course of Business; (2) entered into or amended or terminated any agreements or arrangements with customers or suppliers other than in the Ordinary Course of BusinessBusiness or as contemplated by this Agreement; (3) entered into or renewed any distribution agreements; (4) granted or entered into any mortgage, security, charge, surety surety, guarantee or guarantee indemnity (save for Liens arising in the Ordinary Course of Business and which have been discharged prior to Closing); (5) assumed any Liability or obligation, or given any commitment outside the Ordinary Course of Business; (6) permitted any insurances to lapse or done or omitted to do anything which could make any insurance policy void or voidable; (7) altered from its standard collection practices with respect to any accounts receivable; (8) amended its charter documents; (9) issued, sold, redeemed or otherwise acquired any capital stock, bonds, debentures, notes or other securities or granted any options (including any employee stock options), warranties or other rights entitling any person to require the issuance or delivery of any capital stock, bonds, debentures, notes or other securities, (10) declared, or set aside for payment, any dividend (or other payment or distribution of cash or property on account of capital stock or equity interests in the Seller); (11) entered into any material transaction with any Affiliate with respect to its Business that could have a Material Adverse Effect or delay or prevent the consummation of the transactions contemplated herebyAffiliate; (912) granted any salary or wage increases, or changed or amended any Employee Benefit Plan or Benefit Arrangement except in the Ordinary Course of Business; (10) agreed to indemnify, or indemnified, any party to any Purchased Commitment; (1113) taken any action, or otherwise omitted to take any action, which, if this Agreement had been in effect at such time, would have reasonably been expected to cause a breach of the Seller’s representations, warranties, covenants and agreements herein; or (1214) agreed or committed to do any of the foregoing.

Absence of Certain Transactions. Since August 31Except as set forth on Schedule 4.1(D), 2012since January 1, 2018, (i) the Seller has caused its Business to be operated only in the ordinary course, consistent with past historical practice over the preceding twelve months (“Ordinary Course of Business”), and (ii) there has been no change in the Business or Assets that has had a Material Adverse Effect. Without limiting the generality of the foregoing, since such date, with respect to the Business, the Seller has not: (1) disposed of any assets, incurred any accounts payable or receivable, or acquired any material assets, except in the Ordinary Course of Business; (2) entered into or amended or terminated any agreements or arrangements with customers or suppliers other than in the Ordinary Course of Business; (3) entered into or renewed any distribution agreementsagreements other than in the Ordinary Course of Business; (4) granted or entered into any mortgage, security, charge, surety surety, guarantee or guarantee indemnity covering the Assets (save for Liens arising in the Ordinary Course of Business and which have been discharged prior to Closing); (5) assumed any Liability or obligation, obligation or given any commitment outside the Ordinary Course of Business; (6) permitted any insurances to lapse or done or omitted to do anything which could make any insurance policy void or voidable; (7) altered from its standard collection practices with respect to any accounts receivable; (8) entered into any transaction with any Affiliate with respect to its Business that could have a Material Adverse Effect or delay or prevent the consummation of the transactions contemplated herebyBusiness; (9) granted any salary or wage increases, or changed or amended any Employee Plan except in the Ordinary Course of Business; (10) agreed to indemnify, or indemnified, any party to any Purchased Commitment; (11) taken any action, or otherwise omitted to take any action, which, if this Agreement had been in effect at such time, would have reasonably been expected to cause a breach of the Seller’s representations, warranties, covenants and agreements herein; or (1210) agreed or committed to do any of the foregoing.

Absence of Certain Transactions. Since August 31Except as set forth on Schedule 4.1(D), 2012since January 1, 2019, (i) the Seller Group has caused its the Business to be operated only in the ordinary course, consistent with past historical historical, normalized practice over the preceding twelve months (“Ordinary Course of Business”), and (ii) there has been no Material Adverse Effect. Without limiting the generality of the foregoing, since such date, with respect to the Business, the Seller has notexcept as set forth on Schedule 4.1(D), no Member has: (1) disposed of any assets, incurred any accounts payable or receivable, or acquired any material assets, except in the Ordinary Course of Business; (2) entered into or amended or terminated any agreements or arrangements with customers or suppliers other than in the Ordinary Course of Business; (3) entered into or renewed any distribution agreementsagreements for the distribution of Products other than in the Ordinary Course of Business; (4) granted or entered into any mortgage, security, charge, surety surety, guarantee or guarantee indemnity covering the Assets (save for Liens arising in the Ordinary Course of Business and which have been discharged prior to Closing); (5) assumed any Liability or obligation, or given any commitment outside the Ordinary Course of Business; (6) permitted any insurances with coverages applicable to the Business to lapse or done or omitted to do anything which could make any insurance policy void or voidable; (7) altered deviated from its standard collection selling practices with respect to any accounts receivablefor the Products; (8) entered into any transaction with any Affiliate with respect to its Business that could have a Material Adverse Effect or delay or prevent the consummation of the transactions contemplated hereby; (9) granted any salary or wage increasesBusiness, or changed or amended any Employee Plan except in the Ordinary Course of Business; (109) agreed to indemnify, or indemnified, any party to any Purchased Commitmentmaterially changed the pricing charged for the Products; (1110) taken any action, or otherwise omitted to take any action, which, if this Agreement had been in effect at such time, would have reasonably been expected to cause a breach of the Sellerany Member’s representations, warranties, covenants and agreements herein; or (1211) agreed or committed to do any of the foregoing.

Absence of Certain Transactions. Since August 31Except as set forth on Schedule 4.1(D), 2012since January 1, 2020, (i) the Seller has caused its Business to be operated only in the ordinary course, consistent with past historical practice over the preceding twelve months (“Ordinary Course of Business”), and (ii) there has been no Material Adverse Effect. Without limiting the generality of the foregoing, since such date, with respect to the Business, the Seller has not: (1) disposed of any assets, incurred any accounts payable or receivable, or acquired any material assets, except in the Ordinary Course of Business; delayed payment of any accounts payable (2other than those subject to a good faith dispute); (3) entered into or amended or terminated any material agreements or arrangements with customers or suppliers other than in the Ordinary Course of Business; (34) entered into or renewed any distribution agreements; (45) granted or entered into any mortgage, security, charge, surety or surety, guarantee covering the Assets (save for the Liens arising in the Ordinary Course of Business set forth on Schedule 4.1(D) and which have been will be discharged prior to ClosingClosing and for Permitted Liens); (56) assumed any Liability or obligation, or given any commitment outside the Ordinary Course of Business; (67) permitted any insurances to lapse or done or omitted to do anything which could make any insurance policy void or voidablelapse; (78) altered from its standard selling practices in any material respect, (9) altered from its standard collection practices in any material respect with respect to any accounts receivable; , including the acceleration of accounts receivable, (8) 10) entered into any transaction with any Affiliate with respect to its Business that could have a Material Adverse Effect or delay or prevent the consummation of the transactions contemplated herebyBusiness; (911) granted any material salary or wage increases, or changed or amended any Employee Plan except in the Ordinary Course of Business; (1012) agreed to indemnify, or indemnified, any party to any Purchased Commitment; (11) taken any action, or otherwise omitted to take any action, which, if this Agreement had been in effect at such time, would have reasonably been expected to cause a breach of materially changed the Seller’s representations, warranties, covenants and agreements hereinpricing charged for the Products; or (1213) agreed or committed to do any of the foregoing. To Seller’s knowledge, there is no anticipated capital expenditure anticipated through December 31, 2020, with respect to the Business, as it has been conducted by Seller through the date hereof, in excess of $30,000, except as set forth on Schedule 4.1(D)(2).

Absence of Certain Transactions. Since August 31June 30, 2012, 2007: (i) the Seller Business has caused its Business to be been operated by the Company Group only in the ordinary course, consistent with past historical practice over the preceding twelve months (“Ordinary Course of Business”taking into account seasonal changes consistent with historical seasonal changes), ; and (ii) there has been no Material Adverse Effect. Without limiting the generality of foregoing, but excluding the foregoingtransactions contemplated by this Agreement, since such datedate none of the Company Group has: (i) changed its authorized capital; or sold or issued any of its capital stock or share capital; or purchased, redeemed or otherwise reacquired any of its capital; or granted any stock options or rights to purchase shares of its capital or other securities, issued any securities convertible into capital or equity interests, or granted any registration rights with respect to any securities; (ii) amended its Charter Documents; (iii) paid any bonuses, or increase in salaries or other compensation to any of its directors, officers, or employees except for bonus awards and increases in salaries in the Ordinary Course of Business, the Seller has not: as required by applicable Laws or pursuant to any Commitment listed on Schedule 5.1(f); (1iv) mortgaged, pledged, hypothecated or permitted any of its Assets to be subjected to any Lien; (v) sold or otherwise disposed of any assets, incurred Asset material to the operation of the Business; (vi) cancelled or waived any accounts payable claims or receivable, rights against third Persons or acquired forgiven any material assetsdebt, except in the Ordinary Course of Business; ; (2vii) changed its accounting methods or principles; (viii) entered into into, amended, terminated or amended received notice of termination of any Commitment requiring annual payments in excess of Rmb 100,000; (ix) suffered any damage to or terminated destruction or loss of any agreements or arrangements with customers or suppliers other than in the Ordinary Course of Business; (3) entered into or renewed any distribution agreements; (4) granted or entered into any mortgage, security, charge, surety or guarantee (save for Liens arising in the Ordinary Course of Business and which have been discharged prior to Closing); (5) assumed any Liability or obligation, or given any commitment outside the Ordinary Course of Business; (6) permitted any insurances to lapse or done or omitted to do anything which could make any insurance policy void or voidable; (7) altered from its standard collection practices with respect to any accounts receivable; (8) entered into any transaction with any Affiliate with respect to its Business that could have a Material Adverse Effect or delay or prevent the consummation Asset of the transactions contemplated hereby; Company Xxxxx xxxxxxxx to the operation of the Business or valued at more than Rmb 100,000; (9x) granted adopted or increased any salary payments to or wage increasesbenefits under any employment plans, or changed or amended any Employee Plan except in the Ordinary Course of Business; ; (10xi) agreed effected or been a party to indemnifyor any merger, consolidation, business combination, share exchange, reorganization or similar transaction; (xii) declared, accrued, set aside or paid any dividends or made any other distribution in respect of any shares of capital stock or other securities; (xiii) leased or licensed any Asset from any third Person except in the Ordinary Course of Business; (xiv) made any capital expenditure in excess of Rmb 100,000 individually or in the aggregate; (xv) written off as uncollectible, or indemnifiedestablished any extraordinary reserve with respect to, any party to account receivable or other indebtedness in excess of Rmb 100,000 in the aggregate; (xvi) made any Purchased Commitmentloan or advance; or (11xvii) taken any actionagreed, orally or otherwise omitted to take any actionin writing, which, if this Agreement had been in effect at such time, would have reasonably been expected to cause a breach of the Seller’s representations, warranties, covenants and agreements herein; or (12) agreed or committed to do any of the foregoing.