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:
4.8.1. directly or indirectly issued, or entered into any Contract for the issuance of, redeemed, repurchased or repaid, or entered into any Contract for the redemption, repurchase or repayment of, any Equity Securities of the SPAC (or any rights in or to such Equity Securities of the SPAC);
4.8.2. (i) made any loans, advances or capital contributions to, or guarantees for the benefit of, or other investment in, any other Person (including, for the avoidance of doubt, any SPAC Related Party), or (ii) canceled or forgiven any debts owed to or claims held by it (including, for the avoidance of doubt, any debts owed by, or claims held against, any SPAC Related Party), other than, in the case of clause (i), the reimbursement of expenses of employees or other service providers in the ordinary course of business;
4.8.3. made (i) any payments to any SPAC Related Party (including pursuant to any SPAC Related Party Transaction), or (ii) any amendments or modifications to Contracts that constitute SPAC Related Party Transactions;
4.8.4. authorized, recommended, proposed or announced an intention to adopt, or otherwise effected, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving the SPAC;
4.8.5. adopted any amendments or modifications to the Organizational Documents of the SPAC;
4.8.6. settled or compromised any Action (i) the performance of which would be reasonably likely to involve any payments by the SPAC in excess of $10,000 after the date of this Agreement, or (ii) that imposes any non-monetary obligations on the SPAC after the date of this Agreement;
4.8.7. entered into, amended or terminated any Contract of the SPAC; or
4.8.8. failed to make any extension payment to the Trust Account.
Absence of Developments. (a) Since December 31, 2023, there has been no Material Adverse Effect.
(b) Except as set forth on Schedule 3.5(b), since December 31, 2023, the Company has not taken any action described in Section 5.1 that, if such action had been taken after the date hereof and prior to the Closing without the prior written consent of Buyer, would have violated Section 5.1.
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.
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:
(a) conducted operations only in the regular and ordinary course and in compliance with all applicable laws and regulations;
(b) maintained reasonable business insurance;
(c) committed no waste of assets;
(d) not disposed or otherwise changed the nature of any asset other than in the ordinary course of business,
(e) not created or suffered to exist any 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 assets;
(f) used its best efforts to maintain and preserve its business organization intact and maintain its relationships with suppliers, employees, customers and others;
(g) refrained from making any material capital expenditures or commitments for additions to the property, plant or equipment or entering into transactions which could materially alter or affect operations;
(h) not experienced any changes in reimbursement or reimbursement policies from third-party payers as a result of changes in third party payer policies, practices, procedures or schedules;
(i) not engaged in any unusual or novel methods of billing and collection, purchase, sale, lease, management, equipment servicing or repair, accounting or operation that vary from Seller's usual and customary past practice; and
(j) not changed any aspect of its procedure for maintaining its books of account and records.
Absence of Developments. Seller in respect of the Business has at all times:
(a) conducted operations only in the regular and ordinary course and in compliance with all applicable laws and regulations;
(b) maintained reasonable business insurance;
(c) committed no waste of assets;
(d) not disposed or otherwise changed the nature of any asset other than in the ordinary course of business,
(e) not created or suffered to exist any 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 assets;
(f) used its best efforts to maintain and preserve its business organization intact and maintain its relationships with suppliers, employees, customers and others;
(g) refrained from making any material capital expenditures or commitments for additions to the property, plant or equipment or entering into transactions which could materially alter or affect operations;
(h) not experienced any changes in reimbursement or reimbursement policies from third-party payers as a result of changes in third party payer policies, practices, procedures or schedules;
(i) not engaged in any unusual or novel methods of billing and collection, purchase, sale, lease, management, equipment servicing or repair, accounting or operation that vary from Seller's usual and customary past practice; and
(j) not changed any aspect of its procedure for maintaining its books of account and records.
Absence of Developments. Since Seller's acquisition of the Business, INS 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 and as of the date hereof and as of the Closing Date, Seller in respect of the Business has:
(a) conducted operations only in the regular and ordinary course and in compliance with all applicable laws and regulations;
(b) maintained reasonable business insurance;
(c) committed no waste of assets;
(d) not disposed or otherwise changed the nature of any asset other than in the ordinary course of business,
(e) not created or suffered to exist any 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 assets;
(f) used its best efforts to maintain and preserve its business organization intact and maintain its relationships with suppliers, employees, customers and others;
(g) refrained from making any material capital expenditures or commitments for additions to the property, plant or equipment or entering into transactions which could materially alter or affect operations;
(h) not experienced any changes in reimbursement or reimbursement policies from third-party payors as a result of changes in third party payor policies, practices, procedures or schedules;
(i) not engaged in any unusual or novel methods of billing and collection, purchase, sale, lease, management, equipment servicing or repair, accounting or operation that vary from Seller's usual and customary past practice; and
(j) not changed any aspect of its procedure for maintaining its books of account and records.
Absence of Developments. Except as set forth in the attached Schedule - Developments, since April 30, 2000, Seller (as it relates to the Business) has not:
(a) borrowed any amount or incurred or become subject to any liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business;
(b) discharged or satisfied any material Lien or paid any obligation or liability, other than current liabilities paid in the ordinary course of business;
(c) mortgaged or pledged any of its properties or assets or subjected them to any material Lien;
(d) sold, assigned or transferred any of its tangible assets, except for inventory, in the ordinary course of business, or canceled any material debts or claims;
(e) (i) suffered any extraordinary losses, or (ii) waived any rights of material value, whether or not in the ordinary course of business or consistent with past practice;.
(f) made capital expenditures or commitments that aggregate in excess of $50,000;
(g) made any loans or advances to, guarantees for the benefit of, or any investments in, any Persons in excess of $50,000 in the aggregate;
(h) suffered any damage, destruction or casualty loss exceeding in the aggregate $50,000, whether or not covered by insurance;
(i) entered into any other material transaction, whether or not in the ordinary course of business;
(j) made any political contributions or made any bribes, kickback payments or other illegal payments; and
(k) made or granted any increase in, or amended or terminated, any existing Employee Benefit Plan, or adopted any new Employee Benefit Plan, or amended or renegotiated any existing collective bargaining agreement or entered into any new collective bargaining agreement or relationship or multiemployer plan.
Absence of Developments. From the date of the Interim Financial Statements until the date hereof, other than as set forth in Schedule 2.1(12), there has not occurred any event, occurrence or development that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Change.
Absence of Developments. From the date of the Term Sheet by and between High Performance and Parent and until Closing, High Performance has and will:
(a) Conduct its business and operations only in the regular and ordinary course; maintain reasonable business insurance; commit no waste of its assets; not dispose or otherwise change in any material respect the nature of its assets except to the extent that cash or accounts receivable are increased; not create or suffer to exist any material lien, charge or encumbrance on any asset or incur any indebtedness for borrowed money (other than in the ordinary course) which
(b) Refrain from making capital expenditures or commitments for additions to the property, plant or equipment in an amount in excess of $10,000, except as otherwise have been approved in writing by Acquirors;
(c) Refrain from paying any form of compensation to its employees or consultants except for (i) non-bonus compensation in accordance with compensation levels and practices which are in effect as of the date of this Agreement and (ii) a $58,000 bonus to be paid to Davix Xxxxxx;
(d) Refrain from making any distribution or payment of cash or other assets to any shareholders; provided, however, that High Performance may make an ordinary course distribution to Shareholders in the amount of $114,000; and
(e) Maintain title to, and refrain from making or permitting, any transfer, sale, pledge, lien or encumbrance on, or other disposition of any material portion of its assets.
