Absence of Developments. (a) Since December 31, 2023, there has been no Material Adverse Effect.
Absence of Developments. Since the date of the Term Sheet by and between Seller and Purchaser, Seller has, and will until Closing:
Absence of Developments. Since Seller's acquisition and/or development of the Business, Seller has conducted the Business only through Seller and only through employees and other staffing persons which were hired and retained by Seller. Since the date of such acquisition, Seller in respect of the Business has:
Absence of Developments. Since the date of the most recent balance sheet included in the SEC Reports, no Material Adverse Effect has occurred. From the date of the Recent Balance Sheet through the date of this Agreement, except (x) as set forth in Section 4.8 of the SPAC Disclosure Schedules and (y) for the negotiation, preparation or execution of this Agreement, the performance by the SPAC of its covenants or agreements set forth this Agreement or the consummation by the SPAC of the transactions contemplated this Agreement, the SPAC has not:
Absence of Developments. Since the --------------------------- ----------------------- date of the Term Sheet by and between Seller and Purchaser, Seller has and will until Closing: (a) Conducted its business and operations only in the regular and ordinary course; maintained reasonable business insurance; committed no waste of the Assets; disposed or otherwise changed the nature of any Asset such that cash or accounts receivable are increased (other than in the ordinary course of business), nor created or suffered to exist any material lien, charge or encumbrance on any Asset or incurred any indebtedness for borrowed money (other than in the ordinary course) which is secured by one or more of the Assets; and has used its best efforts to maintain and preserve its business organization intact and maintain its relationships with suppliers, employees, customers and others; (b) Refrained from making capital expenditures or commitments for additions to the property, plant or equipment or entered into transactions which could materially alter or affect operations, except as otherwise have been approved in writing by Purchaser; (c) Except from the assets to be retained by Seller, refrained from paying the officers or directors or their affiliates, whether in the capacities of shareholders, directors, officers or employees, any dividends or any bonuses or any other forms of compensation except for non-bonus compensation in accordance with current practice; and (d) Maintained title to, and refrained from making or permitting, any transfer, sale, pledge, encumbrance on, lien or other disposition of the Assets of Seller except in the ordinary course of business. 3.25
Absence of Developments. Since the date of the most recent balance sheet included in the SEC Reports, no Material Adverse Effect has occurred. From the date of the Recent Balance Sheet through the date of this Agreement, except (x) as set forth in Section 3.8 of the SPAC Disclosure Schedules and (y) for the negotiation, preparation or execution of this Agreement or the Ancillary Documents, the performance by the SPAC of its covenants or agreements set forth this Agreement or any Ancillary Documents to which the SPAC is a party or the consummation by the SPAC of the transactions contemplated this Agreement or such Ancillary Documents :
Absence of Developments. Since the date of its most recent balance sheet, (i) no Material Adverse Effect has occurred and (ii) except (x) as set forth in Section 4.8 of the SPAC Disclosure Schedules and (y) for the negotiation, preparation or execution of this Agreement, the Ancillary Documents or the New LLC Agreement, the performance by the Sponsor of its covenants or agreements set forth this Agreement, any Ancillary Documents to which the SPAC is a party or the New LLC Agreement or the consummation by the Sponsor of the transactions contemplated this Agreement, such Ancillary Documents or the New LLC Agreement:
Absence of Developments. Except as otherwise contemplated by this Agreement, since September 30, 1999, the Seller has conducted the business of the Seller only in the Ordinary Course of Business and to the Seller's Knowledge there has not been any Material Adverse Change. Without limiting the generality of the foregoing, since that date, the Seller has not:
Absence of Developments. Except as otherwise disclosed herein, or except as set forth in documents provided by BAI to the Company prior to the execution hereof, since the date of the Memorandum of Understanding by and between BAI and the Company, BAI has (i) conducted its business and operations only in the regular and ordinary course; maintained reasonable business insurance; committed no waste of its assets; and has used its best efforts to maintain and preserve its business organization intact and maintain its relationships with suppliers, employees, customers and others; (ii) refrained from making capital expenditures or commitments for additions to the property, plant or equipment or entered into transactions which materially alter or affect operations, except as otherwise have been approved in writing by the Company; and (iii) refrained from paying the officers or directors or their affiliates, whether in the capacities of shareholders, directors, officers or employees, any bonuses or any other forms of compensation except in accordance with current practice or as provided in written employment or consulting agreements provided to the Company.
