Absence of Changes and Unusual Transactions. Except as set forth on Schedule 3.1(n), since the date of the Financial Statements:
(i) there has not been any change in the financial condition, operations, methods of operation, working capital, assets, employment levels, employment policies or practices, or the prospects of the Corporation other than changes in the ordinary course of business, none of which, individually or in the aggregate, has, or with the giving of notice or passage of time, would result in a Material Adverse Effect to the Corporation;
(ii) there has not been any damage, destruction, loss or other event, development or condition of any character (whether or not covered by insurance) that would result in a Material Adverse Effect to the Corporation;
(iii) the Corporation has not, nor had any Subsidiary, except in connection with its dissolution or wind-up, as the case may be, and for the benefit of the Corporation in any event, transferred, assigned, sold or otherwise disposed of any of the assets shown or reflected in the Financial Statements or cancelled any debts or entitlements except, in each case, in the ordinary course of business;
(iv) the Corporation has not amended or changed or taken any action to amend or change its Articles or by-laws;
(v) the Corporation has not, nor had any Subsidiary, prior to its dissolution or wind-up, acquired any technology assets, businesses or companies;
(vi) the Corporation has not, nor had any Subsidiary, prior to its dissolution or wind-up, made any capital expenditure, except in the usual and ordinary course of business, and no capital expenditure will be made or authorized after the date of this Agreement by the Corporation with respect to the Business without the prior written consent of the Purchaser;
(vii) the Corporation has not incurred or assumed any obligation or Liability, except unsecured current obligations and Liabilities incurred in the ordinary course of business with arm’s length Persons, which individually or in the aggregate would result in a Material Adverse Effect to the Corporation;
(viii) the Corporation has not discharged or satisfied any Encumbrance, or paid any obligation or Liability other than Liabilities included in the Financial Statements and Liabilities incurred since the date of such Financial Statements in the ordinary course of business;
(ix) the Corporation has not, nor had any Subsidiary, prior to its dissolution or wind-up, suffered any unusual or extraordinary loss, waived or omitted to take any action in ...
Absence of Changes and Unusual Transactions. Except as disclosed in the Purchaser Public Documents, since August 31, 2015, none of the Purchaser or any of its Subsidiaries has transferred, assigned, sold or otherwise disposed of any of the assets shown or reflected in the Company Financial Statements or cancelled any debts or entitlements except, in each case, in the ordinary course of business.
Absence of Changes and Unusual Transactions. Since the date of the Balance Sheet, to the knowledge of the Vendor, there has not been any action, event, occurrence or development that has had a Material Adverse Effect.
Absence of Changes and Unusual Transactions. Except as set forth in Section 4.7 of the Vendor Disclosure Schedule, since February 1, 2006:
(a) there has not been any damage, destruction, loss, Information Technology failure, labour dispute, or other event, development or condition of any character (whether or not covered by insurance) which has a Material Adverse Effect;
(b) except those bonuses of which the Purchaser has been informed, neither of the Vendors has granted any bonuses, whether monetary or otherwise, or made any general wage or salary increases in respect of Employees, or changed the terms of employment for any Employee or entered into a written Contract with any Employee; provided, however, that with respect to bonuses that relate exclusively to the retention of any Employee prior to the consummation of the transactions contemplated by this Agreement, the cost of which shall be borne solely by the Vendors, a verbal characterization of the nature of such retention bonuses and the size of such bonuses in the aggregate will suffice for purposes of informing the Purchaser.
(c) except for those employee losses (dismissals and voluntary) and employee acquisitions about which the Purchaser has been informed, or concerning which Purchaser is promptly informed, neither of the Vendors has, relating to the Business, hired or dismissed more than five (5) Employees;
(d) there has been no termination or modification or change in the business relationship with any of such supplier or customer that has caused, or is reasonably likely to cause, a Material Adverse Effect; and
(e) the Vendors have not authorized, agreed or otherwise become committed to do any of the foregoing.
Absence of Changes and Unusual Transactions. Except as contemplated by this Agreement or as otherwise disclosed in Schedule Error! Reference source not found. or as shall be consented to by the Purchaser as contemplated under Section 10.1(2), since the date of the Balance Sheet:
(1) there has not been any change in the financial condition or operations of the Company or the Subsidiaries other than changes which do not have a Material Adverse Effect;
(2) neither the Company nor any of the Subsidiaries has transferred, assigned, sold or otherwise disposed of any of the assets shown or reflected in the Balance Sheet or cancelled any debts or entitlements except, in each case, in the ordinary course of business;
(3) the Business has been carried on in the ordinary course;
(4) neither the Company nor any of the Subsidiaries, directly or indirectly, has declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of its shares and has not, directly or indirectly, purchased or otherwise acquired any of its shares, except to effect the transactions contemplated herein and to effect a dividend or return of capital paid or to be paid by the Company immediately prior to the Reorganization Closing Time in an aggregate amount that will not result in the amount of the Cash at Closing to be less than the Net Cash Amount; and
(5) neither the Company nor any of the Subsidiaries has authorized, agreed or otherwise become committed to do any of the foregoing (except with respect to the dividend or return of capital otherwise permitted pursuant to Section 4.13(4)).
Absence of Changes and Unusual Transactions. Since the last financial statements presented to the Purchaser, which have been prepared in terms of IFRS:
(a) there has not been any material adverse change in the financial condition or operations;
(b) there has been no declaration or payment of any dividend, payment of management bonuses or any other such distribution by the Company that is out of the ordinary course of business;
(c) the Company has not transferred, assigned, sold or otherwise disposed of any of the material assets shown or reflected on the balance sheet forming part of the Company’s Financial Statements or cancelled any material debts or entitlements except, in each case, in the ordinary course of business;
(d) the Company has not created any Encumbrance affecting any of its assets or property; and
(e) the Company has not authorized, agreed or otherwise become committed to do any of the foregoing.
Absence of Changes and Unusual Transactions. Since December 31, 2017:
(a) there has not been any material adverse change in the financial condition or operations of the Company or Naos;
(b) there has been no declaration or payment of any dividend, payment of management bonuses or any other such distribution by the Company or Naos that is out of the ordinary course of business;
(c) neither the Company nor Naos has transferred, assigned, sold or otherwise disposed of any of the material assets shown or reflected on the balance sheet forming part of the Company’s or Naos’ Financial Statements or cancelled any material debts or entitlements except, in each case, in the ordinary course of business;
(d) the Company has not created any Encumbrance affecting any of its assets or property; and
(e) neither the Company nor Naos has authorized, agreed or otherwise become committed to do any of the foregoing.
Absence of Changes and Unusual Transactions. Since the date of the Balance Sheet, except as disclosed in Schedule 10 of the Disclosure Letter:
(a) there has not been any change in the financial condition or operations of the Company or any of the Subsidiaries other than changes in the Ordinary Course, none of which, individually or in the aggregate, has a Material Adverse Effect;
(b) there has been no Contribution;
(c) there has been no Leakage;
(d) there has been no Permitted Leakage;
(e) the businesses of the Company and the Subsidiaries have been carried on in the Ordinary Course (as the same has been varied, in good faith and on a commercially reasonable basis, as a result of any applicable COVID-19 Measures);
(f) except for Permitted Encumbrances, none of the Company or any of the Subsidiaries has created or permitted to exist any Encumbrance affecting any of its assets or property;
(g) none of the Company or any of the Subsidiaries, directly or indirectly, has declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of its shares and has not, directly or indirectly, purchased or otherwise acquired any of its shares; and
(h) none of the Company or any of the Subsidiaries has authorized, agreed or otherwise become committed to do any of the foregoing.
Absence of Changes and Unusual Transactions. Since the date of the Audited Statements, there has not been any material change in the financial condition, operations, or prospects of any of the Purchased Companies other than changes in the ordinary and usual course of business, none of which has been materially adverse, and to the knowledge of AACI no event has occurred or circumstance exists that may result in such a material adverse change.
Absence of Changes and Unusual Transactions. Except as disclosed in Schedule 4.12, since August 31, 2009, the Corporation has conducted its business in the ordinary course of business and (a) to the Knowledge of the Vendor, there has not occurred any event or change that had a Material Adverse Effect and (b) except (i) as already disclosed in the Financial Statements and (ii) as disclosed in the annual and quarterly financial statements of the Vendor, there has not been any change in the accounting or Tax principles, policies, practices or procedures of the Corporation or their application to the Corporation.
