Absence of Developments Sample Clauses

Absence of Developments. Since the date of the Term Sheet by and between Seller and Purchaser, Seller has, and will until Closing:
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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 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. Seller in respect of the Business has at all times:
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 Sponsor Disclosure Schedules and (y) for the negotiation, preparation or execution of this Agreement, the Ancillary Documents or the New Partnership 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 Partnership Agreement or the consummation by the Sponsor of the transactions contemplated this Agreement, such Ancillary Documents or the New Partnership Agreement:
Absence of Developments. Except as otherwise disclosed herein, or except as set forth in documents provided by Metro to the Company prior to the execution hereof, since the date of the most current balance sheet contained in the Metro Financial Statements, Metro 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, copies of which have been provided to the Company.
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Absence of Developments. Since the date of the most current balance sheet contained in the Company's Financial Statements, and except as otherwise disclosed by the Company to Metro, the Company has (i) conducted its business and operations only in the regular and ordinary course; committed no waste of its assets; and has used its best efforts to maintain and preserve its business organization intact; (ii) refrained from making capital expenditures or capital commitments or entered into transactions which could materially alter or affect operations, except as otherwise have
Absence of Developments. Since December 31, 1998, Seller has, and will until Closing:
Absence of Developments. Since January 1, 2012, and through the Closing Date, Seller has operated only in the ordinary course of business and has not made any change in the conduct or nature of any aspect of the Business, has not done anything to adversely affect the relationship of Seller to the customers or suppliers of the business, or failed to pay Accounts Payable or collect Accounts Receivable in the ordinary course of business consistent with past practice or in any manner that cause a disruption in the Business or the provision of services to Seller’s customers.
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