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Common use of Absence of Change Clause in Contracts

Absence of Change. Except as set forth in Section 5.2 of the VitaMed Disclosure Schedule, since June 30, 2011, VitaMed has been operated in the Ordinary Course of Business, and there has not been: (i) any material obligation or liability (whether absolute, accrued, contingent, determined or undetermined or otherwise, and whether due or to become due) incurred, other than current obligations and liabilities incurred in the Ordinary Course of Business; (ii) any payment, discharge or satisfaction of any claim, except in the Ordinary Course of Business; (iii) any declaration, setting aside or payment of any dividend or other distribution with respect to VitaMed’s equity interests or any direct or indirect redemption, purchase or other acquisition of any such equity interests, or any split, subdivision or reclassification of such equity interests; (iv) any sale, assignment, pledge, encumbrance, transfer or other disposition of any asset (real or personal, tangible or intangible), except in the ordinary course of business; (v) any write-down of the value of any asset, or any write-off as uncollectible of any accounts or notes receivable or any portion thereof; (vi) any cancellation of any debts or claims or any amendment, termination or waiver of any rights of value; (vii) any capital expenditure or commitment or addition to property, plant or equipment, in each case in excess of $20,000; (viii) any general increase in the compensation of its employees (including any increase pursuant to any bonus, pension, profit-sharing or other benefit or compensation plan, policy or arrangement or commitment) other than in the ordinary course of business; (ix) any damage, destruction or loss (whether or not covered by insurance) affecting any asset or property having a book value or market value in excess of $50,000; (x) any commencement of any litigation, arbitration or other similar proceeding; (xi) any incurrence of new or additional indebtedness for borrowed money; (xii) any amendment to constitutive documents;

Appears in 1 contract

Samples: Stock Purchase Agreement (AMHN, Inc.)

Absence of Change. Except as set forth disclosed in Section 5.2 the Public Disclosure Documents, since December 31, 2017 neither the Company nor any of the VitaMed Disclosure Schedule, since June 30, 2011, VitaMed has been operated in the Ordinary Course of Business, and there has not beenSubsidiaries has: (i) paid or satisfied any material obligation or liability (whether absoluteliability, accrued, absolute or contingent, determined or undetermined or otherwise, and whether due or to become due) incurred, other than current liabilities or obligations and liabilities incurred disclosed in the Ordinary Course of Business; (ii) any payment, discharge Financial Statements and current liabilities or satisfaction of any claim, except in the Ordinary Course of Business; (iii) any declaration, setting aside or payment of any dividend or other distribution with respect to VitaMed’s equity interests or any direct or indirect redemption, purchase or other acquisition of any such equity interests, or any split, subdivision or reclassification of such equity interests; (iv) any sale, assignment, pledge, encumbrance, transfer or other disposition of any asset (real or personal, tangible or intangible), except obligations incurred in the ordinary course of business; (ii) declared, set aside or paid any dividend, redeemed or repurchased any outstanding shares, or made any distribution of its properties or assets to its Shareholders, other than salaries, fees and other compensation paid in each case in the ordinary course of business; (iii) suffered a loss, destruction or damage to any of its assets (including the Mineral Rights), whether or not insured, that is material to the Company; (iv) authorized or agreed to any material change in the terms and conditions of employment of its personnel, including any benefit, pension or retirement plan, other than changes disclosed to the Investor or the Parent in writing; (v) waived or cancelled any write-down of the value of any assetmaterial right, claim or any write-off as uncollectible of any accounts or notes receivable or any portion thereofdebt owed to it; (vi) any cancellation transferred, assigned, sold or otherwise disposed of any debts or claims or any amendment, termination or waiver of any rights of its material assets exceeding $500,000 in value; (vii) incurred or assumed or guaranteed any capital liability, obligation or expenditure of any nature, absolute or commitment or addition to propertycontingent, plant or equipment, other than liabilities incurred in each case the ordinary course of business and in excess of an amount less than $20,000500,000 in the aggregate; (viii) committed to make or perform any general increase capital expenditures or maintenance or repair projects, except for capital expenditures or maintenance or repair projects incurred in the compensation ordinary course of its employees business with a value not greater than $500,000 in the aggregate; (including ix) entered into any increase pursuant commitment or transaction not in the ordinary course of business; (x) entered into or authorized or agreed to any bonus, pension, profit-sharing or other benefit or compensation plan, policy or arrangement or commitment) material changes in any Material Contract other than in the ordinary course of business; (ixxi) entered into any damage, destruction or loss (whether or not covered by insurance) affecting any asset or property having Contract with a book value or market value in excess of $50,000Related Party; (xxii) made or agreed to make any commencement bonus or profit sharing distribution or payment of any litigationkind, arbitration or other similar proceedingthan bonuses to employees in the ordinary course of business; (xixiii) arranged any incurrence of new debt financing or additional incurred or materially increased its indebtedness for borrowed money; (xiixiv) made any amendment change in any method of accounting or auditing practice except as disclosed in the Financial Statements; (xv) mortgaged, pledged, subjected to constitutive documentslien, granted a security interest in or otherwise Encumbered any of its material assets (including the Mineral Rights), whether tangible or intangible other than in the ordinary course of business; (xvi) mortgaged, pledged, subjected to lien, granted a security interest in or otherwise Encumbered any of the Mineral Rights; (xvii) made any material gift of money or of any property or assets to any individual or person; or (xviii) authorized, agreed or otherwise become committed to do any of the foregoing.

Appears in 1 contract

Samples: Investment Agreement

Absence of Change. Except as set forth disclosed in Section 5.2 of the VitaMed Public Disclosure ScheduleDocuments, since June 30December 31, 20112009, VitaMed has been operated in neither the Ordinary Course of Business, and there has not beenCompany nor the Subsidiary has: (i) paid or satisfied any material obligation or liability (whether absoluteliability, accrued, absolute or contingent, determined or undetermined or otherwise, and whether due or to become due) incurred, other than current liabilities or obligations and liabilities incurred reflected in the Ordinary Course of Business; (ii) any payment, discharge Financial Statements and current liabilities or satisfaction of any claim, except in the Ordinary Course of Business; (iii) any declaration, setting aside or payment of any dividend or other distribution with respect to VitaMed’s equity interests or any direct or indirect redemption, purchase or other acquisition of any such equity interests, or any split, subdivision or reclassification of such equity interests; (iv) any sale, assignment, pledge, encumbrance, transfer or other disposition of any asset (real or personal, tangible or intangible), except obligations incurred in the ordinary course of business; (ii) declared, set aside or paid any dividend, redeemed or repurchased any outstanding shares, or made any distribution of its properties or assets to its shareholders, other than salaries, fees and other compensation paid in each case in the ordinary course of business; (iii) suffered a material loss, destruction or damage to any of its property or assets (including the Mineral Rights), whether or not insured; (iv) authorized or agreed to any material change in the terms and conditions of employment of its personnel, including any benefit, pension or retirement plan; (v) waived or cancelled any write-down of the value of any assetmaterial right, claim or any write-off as uncollectible of any accounts or notes receivable or any portion thereofdebt owed to it; (vi) any cancellation transferred, assigned, sold or otherwise disposed of any debts or claims or any amendment, termination or waiver of any rights of valueits material assets; (vii) incurred or assumed or guaranteed any capital liability, obligation or expenditure of any nature, absolute or commitment or addition to propertycontingent, plant or equipment, other than liabilities incurred in each case the ordinary course of business in excess of an amount less than $20,000150,000 in the aggregate; (viii) committed to make or perform any general increase capital expenditures or maintenance or repair projects, except for capital expenditures or maintenance or repair projects with a value not greater than $250,000 in the compensation aggregate; (ix) entered into any commitment or transaction not in the ordinary course of its employees business; Legal*7415880.1 (including any increase pursuant x) entered into or authorized or agreed to any bonus, pension, profit-sharing or other benefit or compensation plan, policy or arrangement or commitment) changes in any Material Contract other than in the ordinary course of business; (ixxi) made or agreed to make any damagebonus or profit sharing distribution or payment of any kind, destruction or loss (whether or not covered by insurance) affecting any asset or property having a book value or market value other than bonuses to employees in excess the ordinary course of $50,000business; (xxii) arranged any commencement of any litigation, arbitration debt financing or other similar proceeding; (xi) any incurrence of new incurred or additional increased its indebtedness for borrowed money; (xiixiii) made any amendment change in any method of accounting or auditing practice except as disclosed in the Financial Statements; (xiv) mortgaged, pledged, subjected to constitutive documentslien, granted a security interest in or otherwise Encumbered any of its property or assets (including the Mineral Rights), whether tangible or intangible, other than pursuant to the Altius Royalty; (xv) made any gift of money or of any property or assets to any individual or Person; or (xvi) authorized, agreed or otherwise become committed to do any of the foregoing.

Appears in 1 contract

Samples: Subscription Agreement (Alderon Iron Ore Corp.)

Absence of Change. Except as set forth in Section 5.2 4.1(ff) of the VitaMed Disclosure Company Dis- closure Schedule, the Company has not since June 30, 2011, VitaMed has been operated in the Ordinary Course of Business, and there has not been: (i) paid or satisfied any material obligation or liability (whether absoluteliability, accrued, absolute or contingent, determined or undetermined or otherwise, and whether due or to become due) incurred, other than current liabilities or obligations and liabilities incurred reflected in the Ordinary Course Financial Statements of Business; (ii) any paymentthe Company and/or Xxxxxx and current liabilities or obligations incurred since June 30, discharge or satisfaction of any claim, except in the Ordinary Course of Business; (iii) any declaration, setting aside or payment of any dividend or other distribution with respect to VitaMed’s equity interests or any direct or indirect redemption, purchase or other acquisition of any such equity interests, or any split, subdivision or reclassification of such equity interests; (iv) any sale, assignment, pledge, encumbrance, transfer or other disposition of any asset (real or personal, tangible or intangible), except 2011 in the ordinary course of business; (vii) declared, set aside or paid any write-down of the value of dividend, redeemed or repurchased any assetoutstanding shares, or made any write-off as uncollectible distribution of any accounts its properties or notes receivable or any portion thereof; (vi) any cancellation of any debts or claims or any amendmentassets to its shareholders, termination or waiver of any rights of value; (vii) any capital expenditure or commitment or addition to propertyother than salaries, plant or equipment, fees and other compensation paid in each case in excess of $20,000; (viii) any general increase in the compensation of its employees (including any increase pursuant to any bonus, pension, profit-sharing or other benefit or compensation plan, policy or arrangement or commitment) other than in the ordinary course of business; (ixiii) any damagesuffered a material loss, destruction or loss (damage to any of its prop- erty, whether or not covered by insuranceinsured; (iv) affecting authorized or agreed to any asset material change in the terms and con- ditions of employment of its personnel, including any benefit, pension or property having retire- ment plan; (v) waived or cancelled any material right, claim or debt owed to it; (vi) transferred, assigned, sold or otherwise disposed of any of its mate- rial assets; (vii) incurred or assumed or guaranteed any liability, obligation or ex- penditure of any nature, absolute or contingent, other than liabilities incurred in the ordinary course of business in an amount less than KRW 84,500,000 in the aggregate; (viii) committed to make or perform any capital expenditures or mainte- xxxxx or repair projects, except for capital expenditures or maintenance or repair projects with a book value not greater than KRW 84,500,000 in the aggregate; (ix) entered into any commitment or market value transaction not in excess the ordinary course of $50,000business, other than the Transaction Documents; (x) entered into or authorized or agreed to any commencement changes in any Material Contract other than in the ordinary course of any litigationbusiness, arbitration or other similar proceedingexcept the Transaction Documents; (xi) made or agreed to make any incurrence bonus or profit sharing distribution or payment of new any kind, other than bonuses to employees in the ordinary course of business; (xii) arranged any debt financing or additional indebtedness incurred or increased its indebted- ness for borrowed money; (xiixiii) made any amendment change in any method of accounting or auditing practice except as disclosed in the Financial Statements of the Company; (xiv) Encumbered any of its assets or property, whether tangible or in- tangible, other than pursuant to constitutive documentsPermitted Encumbrances; (xv) made any gift of money or of any property or assets to any indi- vidual or Person; or (xvi) authorized, agreed or otherwise become committed to do any of the foregoing.

Appears in 1 contract

Samples: Subscription Agreement

Absence of Change. Except as set forth disclosed in Section 5.2 of the VitaMed Public Disclosure ScheduleDocuments, since June 30December 31, 20112009, VitaMed has been operated in neither the Ordinary Course of Business, and there has not beenCompany nor the Subsidiary has: (i) paid or satisfied any material obligation or liability (whether absoluteliability, accrued, absolute or contingent, determined or undetermined or otherwise, and whether due or to become due) incurred, other than current liabilities or obligations and liabilities incurred reflected in the Ordinary Course of Business; (ii) any payment, discharge Financial Statements and current liabilities or satisfaction of any claim, except in the Ordinary Course of Business; (iii) any declaration, setting aside or payment of any dividend or other distribution with respect to VitaMed’s equity interests or any direct or indirect redemption, purchase or other acquisition of any such equity interests, or any split, subdivision or reclassification of such equity interests; (iv) any sale, assignment, pledge, encumbrance, transfer or other disposition of any asset (real or personal, tangible or intangible), except obligations incurred in the ordinary course of business; (ii) declared, set aside or paid any dividend, redeemed or repurchased any outstanding shares, or made any distribution of its properties or assets to its shareholders, other than salaries, fees and other compensation paid in each case in the ordinary course of business; (iii) suffered a material loss, destruction or damage to any of its property or assets (including the Mineral Rights), whether or not insured; (iv) authorized or agreed to any material change in the terms and conditions of employment of its personnel, including any benefit, pension or retirement plan; (v) waived or cancelled any write-down of the value of any assetmaterial right, claim or any write-off as uncollectible of any accounts or notes receivable or any portion thereofdebt owed to it; (vi) any cancellation transferred, assigned, sold or otherwise disposed of any debts or claims or any amendment, termination or waiver of any rights of valueits material assets; (vii) incurred or assumed or guaranteed any capital liability, obligation or expenditure of any nature, absolute or commitment or addition to propertycontingent, plant or equipment, other than liabilities incurred in each case the ordinary course of business in excess of an amount less than $20,000150,000 in the aggregate; (viii) committed to make or perform any general increase capital expenditures or maintenance or repair projects, except for capital expenditures or maintenance or repair projects with a value not greater than $250,000 in the compensation aggregate; (ix) entered into any commitment or transaction not in the ordinary course of its employees business; (including any increase pursuant x) entered into or authorized or agreed to any bonus, pension, profit-sharing or other benefit or compensation plan, policy or arrangement or commitment) changes in any Material Contract other than in the ordinary course of business; (ixxi) made or agreed to make any damagebonus or profit sharing distribution or payment of any kind, destruction or loss (whether or not covered by insurance) affecting any asset or property having a book value or market value other than bonuses to employees in excess the ordinary course of $50,000business; (xxii) arranged any commencement of any litigation, arbitration debt financing or other similar proceeding; (xi) any incurrence of new incurred or additional increased its indebtedness for borrowed money; (xiixiii) made any amendment change in any method of accounting or auditing practice except as disclosed in the Financial Statements; (xiv) mortgaged, pledged, subjected to constitutive documentslien, granted a security interest in or otherwise Encumbered any of its property or assets (including the Mineral Rights), whether tangible or intangible, other than pursuant to the Altius Royalty; (xv) made any gift of money or of any property or assets to any individual or Person; or (xvi) authorized, agreed or otherwise become committed to do any of the foregoing.

Appears in 1 contract

Samples: Subscription Agreement (Hebei Iron & Steel Group Co., Ltd.)

Absence of Change. Except as set forth disclosed in Section 5.2 of the VitaMed Public Disclosure ScheduleDocuments and this Schedule 3.1(hh), since June 30December 31, 2011, VitaMed has been operated in 2009 neither the Ordinary Course of Business, and there has not beenCompany nor the Subsidiary has: (i) paid or satisfied any material obligation or liability (whether absoluteliability, accrued, absolute or contingent, determined or undetermined or otherwise, and whether due or to become due) incurred, other than current liabilities or obligations and liabilities incurred disclosed in the Ordinary Course of Business; (ii) any payment, discharge Financial Statements and current liabilities or satisfaction of any claim, except in the Ordinary Course of Business; (iii) any declaration, setting aside or payment of any dividend or other distribution with respect to VitaMed’s equity interests or any direct or indirect redemption, purchase or other acquisition of any such equity interests, or any split, subdivision or reclassification of such equity interests; (iv) any sale, assignment, pledge, encumbrance, transfer or other disposition of any asset (real or personal, tangible or intangible), except obligations incurred in the ordinary course of business; (ii) declared, set aside or paid any dividend, redeemed or repurchased any outstanding shares, or made any distribution of its properties or assets to its Shareholders, other than salaries, fees and other compensation paid in each case in the ordinary course of business; (iii) suffered a material loss, destruction or damage to any of its assets (including the Mineral Rights), whether or not insured; (iv) authorized or agreed to any material change in the terms and conditions of employment of its personnel, including any benefit, pension or retirement plan; (v) waived or cancelled any write-down of the value of any assetmaterial right, claim or any write-off as uncollectible of any accounts or notes receivable or any portion thereofdebt owed to it; (vi) any cancellation transferred, assigned, sold or otherwise disposed of any debts or claims or any amendment, termination or waiver of any rights of valueits material assets; (vii) incurred or assumed or guaranteed any capital liability, obligation or expenditure of any nature, absolute or commitment or addition to propertycontingent, plant or equipment, other than liabilities incurred in each case the ordinary course of business and in excess of an amount less than $20,000150,000 in the aggregate; (viii) committed to make or perform any general increase capital expenditures or maintenance or repair projects, except for capital expenditures or maintenance or repair projects incurred in the compensation ordinary course of its employees business with a value not greater than $250,000 in the aggregate; (including ix) entered into any increase pursuant commitment or transaction not in the ordinary course of business; (x) entered into or authorized or agreed to any bonus, pension, profit-sharing or other benefit or compensation plan, policy or arrangement or commitment) changes in any Material Contract other than in the ordinary course of business; (ixxi) made or agreed to make any damagebonus or profit sharing distribution or payment of any kind, destruction or loss (whether or not covered by insurance) affecting any asset or property having a book value or market value other than bonuses to employees in excess the ordinary course of $50,000business; (xxii) arranged any commencement of any litigation, arbitration debt financing or other similar proceeding; (xi) any incurrence of new incurred or additional increased its indebtedness for borrowed money; (xiixiii) made any amendment change in any method of accounting or auditing practice except as disclosed in the Financial Statements; (xiv) mortgaged, pledged, subjected to constitutive documentslien, granted a security interest in or otherwise Encumbered any of its assets (including the Mineral Rights), whether tangible or intangible, other than pursuant to the Altius Royalty; (xv) made any material gift of money or of any property or assets to any individual or person; or (xvi) authorized, agreed or otherwise become committed to do any of the foregoing.

Appears in 1 contract

Samples: Subscription Agreement (Alderon Iron Ore Corp.)